VINAYAK PURSHOTTAM DUBE (DECEASED), THROUGH LRS. versus JAYASHREE PADAMKAR BHAT & OTHERS

Citation: [2024] 3 S.C.R. 127 · Decided: 01-03-2024 · Supreme Court of India · Bench: B.V. NAGARATHNA · Disposal: Appeal(s) allowed

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Judgment (excerpt)

* Author
[2024] 3 S.C.R. 127 : 2024 INSC 159
Vinayak Purshottam Dube (Deceased), Through Lrs 
v. 
Jayashree Padamkar Bhat & Others
(Civil Appeal Nos. 7768-7769 of 2023)
01 March 2024
[B.V. Nagarathna* and Ujjal Bhuyan, JJ.]
Issue for Consideration
Appellants, legal representatives of the original opposite party-a sole 
proprietor (since deceased) who had entered into a Development 
Agreement with the respondents-complainants, if liable to discharge 
the obligations which had to be discharged by him in his personal 
capacity based on his skills and expertise.
Headnotes
Consumer Protection – Legal representatives of sole 
proprietor-developer (since deceased), if liable for personal 
contract of the deceased – Contract Act, 1872 – ss.37, 40 
– Code of Civil Procedure, 1908 – s.2(11) – Sole proprietor-
developer entered into a Development Agreement with the 
respondents-complainants – Complainants alleged failure 
to fulfill payment obligations, breaches of the agreement 
including deviations from sanctioned plan, non-construction 
of a compound wall, etc. – Sole proprietor died during the 
pendency of the matter before NCDRC – NCDRC held that 
appellants-legal representatives of the sole proprietor were 
liable both w.r.t the monetary payments that he was directed 
to pay and also to comply with the other directions issued 
– Appellants, if liable to comply with obligations such as 
construction to be made and certain approvals etc. to be 
obtained on completion of the construction which had to 
be performed by sole proprietor-developer in his personal 
capacity based on his skills and expertise:
Held: s.37, Contract Act states that a promise made by a promisor 
is binding on his representatives in case of his/her death, unless a 
contrary intention appears from the contract – Legal representatives 
are liable for the debts of their predecessor, but their liability is 
limited to the extent of the estate of the deceased inherited by them 
– Thus, the representatives of a promisor are bound to perform 
128
[2024] 3 S.C.R.
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the promisor’s contract to the extent of the assets of the deceased 
falling in their hands – But they are not personally liable under 
the contracts of the deceased and are also not liable for personal 
contracts of the deceased – When personal considerations are the 
basis of a contract they come to an end on the death of either party, 
unless there is a stipulation express or implied to the contrary – 
This is especially so when the contracts involve exercise of special 
skills such as expressed in s.40, Contract Act – A contract involving 
exercise of individual’s skills or expertise of the promisor or which 
depends upon his/her personal qualification or competency, the 
promisor has to perform the contract by himself and not by his/her 
representatives – s.2(11), CPC defines a “legal representative – 
Legal representatives of a deceased are liable only to the extent 
of the estate which they inherit – Where the decree or order is 
not against the estate of a deceased sole proprietor but based 
on the skills and expertise of the sole proprietor, the obligations 
which had to be performed by the sole proprietor would come to 
an end on his demise and the same cannot be imposed on his 
legal heirs or representatives – Such a position is distinguished 
from a position where the estate of the deceased sole proprietor 
would become liable to satisfy the decree in monetary terms as a 
proprietorship firm is not a separate legal entity as compared to 
the proprietor and his estate would become liable only to satisfy a 
decree or an order in monetary terms on his demise – In the case 
of a personal obligation imposed on a person under the contract 
and on the demise of such person, his estate does not become 
liable and therefore, the legal representatives who represent the 
estate of a deceased would obviously not be liable and cannot be 
directed to discharge the contractual obligations of the deceased – 
Legal representatives of the deceased opposite party-appellants not 
liable to discharge the obligation which had to be discharged by the 
deceased opposite party in his personal capacity and hence that 
portion of the impugned orders of the NCDRC, State Commission 
and District Forum are set aside. [Paras 20, 21, 23, 24, 27, 31]
Proprietary concern – Jurisprudential status – Discussed.
Legal right – Characteristics of, according to Salmond – 
Salmond’s classification of 

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