VINAYAK PURSHOTTAM DUBE (DECEASED), THROUGH LRS. versus JAYASHREE PADAMKAR BHAT & OTHERS
[2024] 3 S.C.R. 127, Supreme Court of India, 2024
Outcome: Appeal(s) allowed (Granted)
Segment: Issues
* 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
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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 proprietary and personal rights; 
inheritable and uninheritable rights – Discussed.
Contract – Contract of service, personal to the promisor and 
on his death he is discharged from the contract:
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
Held: A contract of service is also personal to the promisor – This is 
because when a person contracts with another to work or to perform 
service, it is on the basis of the individual’s skills, competency or other 
qualifications of the promisor and in circumstances such as the death 
of the promisor he is discharged from the contract – Correspondingly, 
duties or obligations which are personal in nature cannot be transmitted 
from a person who had to personally discharge those duties, on his 
demise, to his legal representatives – Just as a right is uninheritable 
and the right personal to him dies with the owner of the right, similarly, 
a duty cannot be transferred to the legal representatives of a deceased 
if the same is personal in nature. [Paras 21, 22]
Code of Civil Procedure, 1908 – s.50:
Held: Any decree which is relatable to the extent of the property 
of the deceased which has come to the hands of the legal 
representatives and has not been duly disposed of, the same would 
be liable for execution by a decree holder so as to compel the 
legal representatives to satisfy the decree – In this context, even 
a decree for preventive injunction can also be executed against 
the legal representatives of the deceased judgment-debtor if such 
a decree is in relation to the property or runs with the property if 
there is a threat from such legal representatives.
[Para 30]
Words and expressions – “legal representative” – Code of 
Civil Procedure, 1908 – s.2(11) – Discussed. [Para 23]
Case Law Cited
Raghu Lakshminarayanan v. Fine Tubes, [2007] 4 SCR 
885 : (2007) 5 SCC 103; Ajmera Housing Corporation 
vs. Amrit M. Patel (Dead) through LRs, (1998) 6 SCC 
500 – relied on.
Custodian of Branches of Banco National Ultramarino 
vs. Nalini Bai Naique, [1989] 2 SCR 810 : AIR 1989 
SC 1589 – referred to.
Books and Periodicals Cited
Report of the Insolvency Law Committee, Page 
No.117-118, Government of India (Ministry of Corporate 
Affairs, February, 2020); PJ Fitzgerald, Salmond on 
Jurisprudence, Page Nos.220, 221 (Universal Law 
Publishing Co. Pvt. Ltd., 12th Edition, 1966) – referred to.
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List of Acts
Contract Act, 1872; Code of Civil Procedure, 1908; Indian 
Succession Act, 1925.
List of Keywords
Consumer Protection; Legal representatives; Personal liability for 
personal contracts of the deceased; Obligations to be discharged 
in personal capacity; Development Agreement; Sole proprietor; 
Special skills; Expertise; Contract of service; Personal obligation; 
Injunction; Vinculum juris.
Case Arising From
CIVIL APPELLATE JURISDICTION : Civil Appeal Nos. 7768-7769 
of 2023
From the Judgment and Order dated 02.05.2018 of the National 
Consumers Disputes Redressal Commission, New Delhi in RA Nos. 
26 and 27 of 2017
Appearances for Parties
Aniruddha Deshmukh, Adv. for the Appellants.
Abhishek Yadav, Ruchit Mohan, Braj Kishore Mishra, Advs. for the 
Respondents.
Judgment / Order of the Supreme Court
Judgment
Nagarathna, J.
These appeals have been filed by the legal representatives of the 
opposite party-sole proprietor against the common final judgment 
and order dated 02.05.2018 passed by the National Consumer 
Disputes Redressal Commission (hereinafter referred to as “NCDRC”) 
in Review Application No.26 of 2017 in Review Petition No.3283 
of 2008 and Review Application No.27 of 2017 in Review Petition 
No.2794 of 2008.
The NCDRC vide the impugned order dismissed the review 
applications while affirming its earlier order dated 31.05.2016 passed 
in review petition with reference to the order dated 03.01.2017
passed 
by this Court in Special Leave Petition (Civil)… CC Nos.24515-
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131
Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
24516 of 2016 granting liberty to the appellants to resort to remedy 
of review before the NCDRC.
2.	
The brief facts giving rise to the present appeal are as follows:
2.1	 The appellants herein are the legal heirs of the original opposite 
party in the consumer complaint before the District Forum. All 
the respondents herein are the complainants.
2.2	 For the sake of convenience, the parties shall be referred to 
as complainants and opposite party.
2.3	 The complainants, Jayashree Padmakar and others, owners 
of property CTS Nos.1465/1 and 1465/2, ‘C’ Ward, Kolhapur, 
had entered into a Development Agreement dated 30.07.1996 
with the opposite party. According to the agreement, the 
complainants were entitled to receive eight residential flats and 
Rs.6,50,000/- as consideration. Allegedly, the opposite party 
failed to fulfill the payment obligations, resulting in payment 
of a balance amount and accruing interest at 18% per annum 
with effect from 01.04.1997. The complainants alleged breaches 
of the agreement, including deviations from sanctioned plan, 
non-construction of a compound wall impacting parking and 
issues regarding access and unauthorized constructions beyond 
sanctioned plan, subsequently sold to third parties. They also 
noted defects in the building construction, such as cracks, in 
the building, terrace work being not completed and the absence 
of
provision for electricity meters. Despite notices issued by 
the complainants, the opposite party denied the allegations 
asserting that the complainants owed them Rs.8,60,000/- for 
construction and amenities.
2.4	 Seeking a resolution of the ongoing breaches under the 
Consumer Protection Act, the complainants pursued their 
legal recourse to address the deadlock by filing Complaint 
No.184 of 2005 before the District Consumer Forum, Kolhapur. 
Their prayers for relief were several: they demanded payment 
of outstanding dues inclusive of interest; reimbursement of 
expenses incurred and compensation for the mental distress 
caused to them. Additionally, they sought structural rectification, 
emphasizing on the removal of unauthorized constructions; 
rectification of construction defects; completion of pending work
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and the provision of essential amenities as initially agreed 
upon.
2.5	 In his version, the original opposite party disputed the existence 
of any consumer relationship, denied breaches and argued for 
the resolution of contractual disputes through the civil court. The 
opposite party claimed that the complaint was time-barred and 
sought its dismissal with compensatory costs of Rs.10,000/-.
2.6	 The District Consumer Forum at Kolhapur, vide order dated 
16.10.2006, on perusal of various supporting documents, 
including the Development Agreement, building plans, notices, 
replies, certificates, estimates, receipts and affidavits partly 
allowed the Consumer Complaint No.184 of 2005 filed against 
the opposite party. The District Forum observed that as per the 
Development Agreement between the parties, the transaction 
between the parties was not one of sale and purchase of property 
but of development of property. Since the services regarding 
construction are covered by the Consumer Protection Act, the 
dispute was held to be a consumer dispute. Further, the District 
Forum refused to take into consideration the points raised by 
the complainants regarding defects in construction, amenities 
and facilities due to lack of evidence provided in that regard. 
However, the opposite party was found to be liable to pay to 
the complainants an amount of Rs. l,65,000/- along with interest 
at the rate of 18% per annum with effect
from 01.05.1997 till 
payment; an amount of Rs. 1,85,000/- along with interest at the 
rate of 18% per annum with effect from 31.08.1997 till payment; 
and an amount of Rs.1,50,000/- at the time of conveyance.
2.7	 Both the parties challenged the order of the District Forum before 
the Consumer Disputes Redressal Commission, Maharashtra 
State, Mumbai (for short, “the State Commission”). The State 
Commission, vide its common judgment dated 08.04.2008 in 
First Appeal Nos.2570 of 2006 and 1115 of 2007, partly modified 
the order of the District Forum by setting aside the directions 
to pay Rs. 1.85 lakhs and Rs. 1.65 lakhs as the said claims 
were held to be time-barred but upheld the direction to pay 
Rs. 1.5 lakhs. However, the State Commission placed reliance 
on some other clauses of the Development Agreement such 
as clause 4(k), to hold that the building was incomplete and 
that the opposite party was liable to get the construction of the
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
compound wall and give separate access in terms of Schedule-II 
of the Development Agreement. The opposite party was further 
directed to obtain and handover the Completion Certificate to 
the complainants; to execute the Conveyance Deed and to 
give electricity connections to the complainants for which they 
had already paid Rs.15,000/- to the developer-opposite party. 
2.8	 The complainants as well as the opposite party approached the 
NCDRC by filing Revision Petition Nos.3283 of 2008 and 2794 
of 2008. During the pendency of the petition before the NCDRC, 
the original opposite party-Vinayak Purushottam Dube died 
and his legal representatives i.e., his wife and two sons were 
brought on record, who are the appellants before this Court. The 
NCDRC, vide order dated 31.05.2016, again partly modified the 
order of the State Commission. The NCDRC disagreed with the 
finding and conclusion of the State Commission with respect 
to the time-barred transaction of Rs. 1.85 lakhs and Rs. 1.65 
lakhs, by observing that the limitation of the said claims had to 
be adjudged by looking at the transaction between the parties 
as a whole, which established a continuous cause of action 
in the matter. The NCDRC upheld the directions given by the 
State Commission with respect to the Completion Certificate; 
Conveyance Deed; Electricity Connection, etc., since the 
developer did not
challenge any part of those directions as the 
same were in accordance with the Development Agreement. In 
other words, the NCDRC upheld the order of payment of 1.65 
lakhs and 1.85 lakhs along with interest as directed by the 
District Forum, and also upheld the slew of directions issued 
by the State Commission to the developer-opposite party. 
3.	
The appellants-opposite party thereafter approached this Court by 
preferring Special Leave Petition (Civil)…. CC Nos.24515-24516 
of 2016 to challenge the order of the NCDRC dated 31.05.2016 in 
Revision Petition Nos.3283 of 2008 and 2794 of 2008. This Court, 
vide order dated 03.01.2017, refused to interfere with the view taken 
by the NCDRC and disposed of the same by granting liberty to the 
appellants-opposite party herein to resort to the remedy of review 
before the National Commission.
4.	
Thereafter, the appellants-opposite party filed Review Application 
No.26 of 2017 and the complainants filed Review Application No.27
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of 2017, both before the NCDRC and the order of review proceeding 
is assailed in the present case. The NCDRC, vide order dated 
02.05.2018, upheld its earlier findings on the question of limitation, 
status of complainants as consumers and the relief being in excess 
of the payment made by the complainants. Further, NCDRC refused 
to accept the contention of the appellants-opposite party that after 
the death of the original owner, the legal representatives are not 
accountable for the liabilities under the agreement. In paragraph 12 
of the order, the NCDRC held that the death of a developer has no 
effect upon the obligations of the developer under the Development 
Agreement and the same have to be executed by the legal heirs 
of the developer. The relevant part of the said paragraph 12 is 
extracted as under:
“12. Further, we have no reason to agree with the 
contention raised by the review applicant that after the 
death of the original owner, the legal representatives are 
not accountable for the liabilities under the agreement. 
In the eventuality of death of the developer, it cannot be 
stated that various clauses of the development agreement 
between the parties becomes redundant or the complainant 
is not entitled to seek execution of the provisions of the 
development agreement. Such execution has to be made 
by the legal heirs of the developer only.”
5.	
The legal representatives of the opposite party being
aggrieved by 
the aforesaid reasoning of the NCDRC have preferred these appeals.
6.	
We have heard learned counsel Sri Aniruddha Deshmukh for 
the appellants and learned counsel Sri Abhishek Yadav for the 
respondents and perused the material on record.
7.	
The controversy in these appeals is in a very narrow compass. No 
doubt, the complainants succeeded before the District Forum, the 
State Commission as well as the NCDRC. During the pendency 
of the revision preferred by the original opposite party before the 
NCDRC, the original opposite party died. His legal representatives 
i.e. his widow and two sons were brought on record. In fact, the 
complainants also had preferred their Revision Petition. The NCDRC 
reasoned that the legal representatives of the opposite party were 
liable both with regard to the monetary payments that the original 
opposite party was directed to pay and also liable to comply with
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
the other directions issued by the District Forum as modified by the 
State Commission and thereafter modified by the NCDRC.
8.	
Learned counsel for the appellants submitted that the appellants as 
the legal representatives of the deceased opposite party are willing 
to make the payment as directed. But as far as the other set of the 
directions are concerned, it is not permissible for them to comply 
with them inasmuch as the said directions were issued by the District 
Forum as well as the State Commission personally against the 
opposite party who is since deceased. Those directions are with regard 
to construction of compound wall so as to give separate access in 
terms of Schedule II of the Development Agreement; to obtain and 
handover completion certificate to the complainants-respondents; 
to execute the conveyance deed and to give electricity connection 
and such other directions.
9.	
Learned counsel for the appellants contended that the aforesaid 
directions cannot now be complied with by the legal representatives 
of the deceased - original opposite party inasmuch as those were 
personal directions as issued against the original opposite party. He 
contended that the original opposite party was having the proprietorship 
concern and therefore, the estate of the deceased proprietor would 
be liable insofar as the satisfaction of the compensatory payments 
only
but not for complying the other directions issued which cannot 
now fall on his legal representatives to comply. It was contended 
that the original opposite party had skills and expertise to comply 
with the said directions as a developer but on his demise, his 
legal representatives, namely, his widow and two sons, cannot be 
compelled to carry out those directions as they neither possess the 
necessary skills nor expertise and further, they are not continuing 
the proprietorship concern of the original opposite party which has 
now been wound up on the demise of the sole proprietor. Therefore, 
learned counsel for the appellants-opposite party contended that the 
various clauses of the Development Agreement which had placed 
duties and obligations on the original opposite party, who is since 
deceased, cannot now be enforced against and performed by his 
legal representatives or heirs.
10.	 Per contra, learned counsel for the complainants–respondents 
submitted that no doubt the legal representatives of the original 
opposite party would comply with the directions for payments from
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out of the estate of the deceased opposite party but the complainants 
would be left high and dry insofar as the other obligations which had 
to be discharged by the opposite party and therefore, the NCDRC 
was justified in directing the legal representatives of the deceased 
opposite party to take steps for also complying with those directions.
11.	 Having heard learned counsel for the respective parties, we note 
that admittedly the original opposite party was in the business of 
real estate and as a developer, had entered into the Development 
Agreement dated 30.07.1996 with the complainants. According to 
the complainants-respondents herein, they were entitled to eight 
residential flats and there were various other terms and conditions 
of the said Development Agreement which imposed an obligation 
on the original opposite party. 
12.	 The question is: what would happen to the obligations imposed 
personally on the original opposite party on his demise? No doubt, the 
estate of the original opposite party would be liable for any monetary 
decree or directions for payment issued in the present case. However, 
what about the obligations which had to be performed under the 
Development Agreement such as certain construction to be made 
and certain approvals etc. to be obtained by him on completion of 
the construction. Can the legal representatives be liable to comply 
with those obligations under the Development Agreement
on the 
demise of the original opposite party?
13.	 In this regard, it is necessary to discuss the jurisprudential status of 
a proprietary concern. In a report of the Insolvency Law Committee 
submitted in February, 2020, the definition of ‘Proprietorship Firms’ 
reads as under:
“2. DEFINITION OF ‘PROPRIETORSHIP FIRMS’
2.2 Proprietorship firms are businesses that are owned, 
managed and controlled by one person. They are the 
most common form of businesses in India and are based 
in unlimited liability of the owner. Legally, a proprietorship 
is not a separate legal entity and is merely the name 
under which a proprietor carries on business. [Raghu 
Lakshminarayanan vs. Fine Tubes (2007) 5 SCC 103.]
Due to this, proprietorships are usually not defined in 
statutes. Though some statutes define proprietorships,
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
such definition is limited to the context of the statute. For 
example, Section 2 (haa) of the Chartered Accountants Act, 
1949 defined a ‘sole proprietorship’ as “an individual who 
engages himself in practice of accountancy or engages 
in services…”. Notably, ‘proprietorship firms’ have also 
not been statutorily defined in many other jurisdictions.”
[Source: Report of the Insolvency Law Committee, Page 
No.117-118, Government of India (Ministry of Corporate 
Affairs, February, 2020).]
14.	 According to Salmond, there are five important characteristics of a 
legal right: 
1.	
It is vested in a person who may be distinguished as the owner 
of the right, the subject of it, the person entitled, or the person 
of inherence.
2.	
It avails against a person, upon whom lies the correlative duty. 
He may be distinguished as the person bound, or as the subject 
of duty, or as the person of incidence.
3.	
It obliges the person bound to an act or omission in favour of 
the person entitled. This may be termed the content of the right.
4.	
The act or omission relates to something (in the widest sense 
of that word), which may be termed the object or subject matter 
of the right.
5.	
Every legal right has a title, that is to say, certain facts or events 
by reason of which the right has become vested in its owner.
[Source: PJ Fitzgerald, Salmond on Jurisprudence, Page 
No.221
(Universal Law Publishing Co. Pvt. Ltd., 12th 
Edition, 1966)]
15.	 Salmond also believed that no right can exist without a corresponding 
duty. Every right or duty involves a bond of legal obligation by which 
two or more persons are bound together. Thus, there can be no 
duty unless there is someone to whom it is due; there can be no 
right unless there is someone from whom it is claimed; and there 
can be no wrong unless there is someone who is wronged, that is 
to say, someone whose right has been violated. This is also called 
as vinculum juris which means “a bond of the law”. It is a tie that 
legally binds one person to another. [Source: PJ Fitzgerald, Salmond
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on Jurisprudence, Page No.220 (Universal Law Publishing Co. Pvt. 
Ltd., 12th Edition, 1966)]. 
16.	 Salmond’s classification of proprietary and personal rights are 
encapsulated as under:
Proprietary Rights
Personal Rights
1
Proprietary rights means a 
person’s right in relation to 
his own property. Proprietary 
rights have some economic 
or monetary value.
Personal rights are 
rights arising out of any 
contractual obligation or 
rights that relate to status.
2
Proprietary rights are 
valuable.
Personal rights are not 
valuable in monetary terms.
3
Proprietary rights are not 
residual in character.
Personal rights are the 
residuary rights which 
remain after proprietary 
rights have been subtracted.
4
Proprietary rights are 
transferable.
Personal rights are not 
transferable.
5
Proprietary rights are the 
elements of wealth for man.
Personal rights are merely 
elements of his well-being.
6
Proprietary rights possess 
not merely judicial but also 
economic importance.
Personal rights possess 
merely judicial importance.
[Source: PJ Fitzgerald, Salmond on Jurisprudence, Page No.238 
(Universal Law Publishing Co. Pvt. Ltd., 12th Edition, 1966)].
17.	 Salmond’s classification of inheritable and uninheritable rights is 
stated as under: 
Inheritable Rights
Uninheritable Rights
A right is inheritable if it 
survives the owner.
A right is uninheritable if it dies 
with the owner.
[Source: PJ Fitzgerald, Salmond on
Jurisprudence, Page Nos.415 
& 442 (Universal Law Publishing Co. Pvt. Ltd., 12th Edition, 1966)].
18.	 On a reading of the above, it is clear, when it comes to personal 
rights (as opposed to a proprietary rights) are rights arising out of any
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
contractual obligations or the rights that relate to status. Such personal 
rights are not transferable and also not inheritable. Correspondingly, 
Section 306 of the Indian Succession Act, 1925 (for short, “1925 
Act”) applies the maxim “actio personalis moritur cum persona” (a 
personal right of action dies with the person) which is limited to a 
certain class of cases and would apply when the right litigated is 
not heritable. By the same logic, a decree holder cannot enforce 
the same against the legal representatives of a deceased judgment 
debtor unless the same survives as against his legal representatives. 
Section 306 of the 1925 Act reads as under: 
“Section 306 – Demands and rights of action of or 
against deceased survive to and against executor or 
administrator.—
All demands whatsoever and all rights to prosecute or 
defend any action or special proceeding existing in favor of 
or against a person at the time of his decease, survive to 
and against his executors or administrators; except causes 
of action for defamation, assault, as defined in the Indian 
Penal Code, 1860 (45 of 1860) or other personal injuries 
not causing the death of the party; and except also cases 
where, after the death of the party, the relief sought could 
not be enjoyed or granting it would be nugatory.”
19.	 We may also advert to Sections 37 and 40 of the Indian Contract 
Act,
1872, which read as under:-
“37. Obligation of parties to contracts.—The parties 
to a contract must either perform, or offer to perform, 
their respective promises, unless such performance is 
dispensed with or excused under the provisions of this 
Act, or of any other law. 
Promises bind the representatives of the promisors in case 
of the death of such promisors before performance, unless 
a contrary intention appears from the contract.
x x x
40.Person by whom promise is to be performed.—If it 
appears from the nature of the case that it was the intention 
of the parties to any contract that any promise contained
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in it should be performed by the promisor himself, such 
promise must be performed by the promisor. In other 
cases, the promisor or his representatives may employ a 
competent person to perform it.”
20.	 Section 37 of the aforesaid 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. Therefore, the representatives of a promisor are 
bound to perform 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. Therefore, 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 Section 40 
of the Indian Contract Act, 1872.
21.	 Thus, a contract can be performed vicariously by the legal 
representatives of the promisor depending upon the subject matter 
of the contract and the nature of performance that was stipulated 
thereto. But 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. A contract of service 
is also personal to the promisor. This is because when a person 
contracts with another to work or to perform service, it is on the 
basis of the individual’s skills, competency or other qualifications of 
the promisor and in circumstances such as the death of the promisor 
he is discharged from the contract.
22.	 Correspondingly, duties or obligations which are personal in 
nature cannot be transmitted from a person who had to personally 
discharge those duties, on his demise, to his legal representatives. 
Just as a right is uninheritable and the right personal to him dies 
with the owner of the right, similarly, a duty cannot be transferred 
to the legal representatives of a deceased if the same is personal 
in nature.
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Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
In Raghu Lakshminarayanan vs. Fine Tubes, (2007) 5 
SCC 103, while distinguishing a juristic person such as a 
company, a partnership or an association of persons from 
a proprietary concern, it was observed that a person who 
carries on business in the name of a business concern, but 
he being a proprietor thereof, would be solely responsible 
for conduct of its affairs. A proprietary concern is not 
a company. Further, a proprietary concern is only the 
business name in which the proprietor of the business 
carries on the business. A suit by or against a proprietary 
concern is by or against the proprietor of the business. In 
the event of the death of the proprietor of a proprietary 
concern, it is the legal representatives of the proprietor who 
alone can sue or be sued in respect of the dealings of the 
proprietary business which is by representing the estate 
of the deceased proprietor. The real party who is being 
sued is the proprietor of the said business. Therefore, if 
a proprietor had to carry on certain obligations personally 
under a contract, the same cannot be fastened on his 
legal representatives.
23.	 Further, Section 2(11) of the Code of Civil Procedure, 1908 (for short, 
“CPC”) defines a “legal representative” to mean a person who in 
law represents the estate of a deceased person, and includes any 
person who intermeddles with the estate of the
deceased and where 
a party sues or is sued in a representative character the person on 
whom the estate devolves on the death of the party so suing or 
sued. Thus, the legal representatives of a deceased are liable only 
to the extent of the estate which they inherit. 
In Custodian of Branches of Banco National Ultramarino vs. 
Nalini Bai Naique, AIR 1989 SC 1589, it was observed that the 
expression “legal representative” as defined in the CPC is applicable 
to proceedings in a suit. It means a person who in law represents 
the estate of a deceased person and includes any person who 
intermeddles with the estate of the deceased and where a party 
sues or is sued in a representative character the person on whom 
the estate devolves on the death of the party so suing or sued. 
The definition is inclusive in character and its scope is wide as it is 
not confined to legal heirs only, instead, it stipulates a person who 
may or may not be a heir, competent to inherit the property of the
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deceased or he should represent the estate of the deceased person. 
It includes heirs as well as persons who represent the estate even 
without title, either as executors or administrators in possession of 
the estate of the deceased. All such persons would be covered by 
the expression “legal representative”. If there are many heirs, those 
in possession bona fide, without there being any fraud or collusion, 
are also entitled to represent the estate of the deceased.
24.	 The aforesaid judgment refers to representation of an estate of a 
deceased person which would devolve on his legal representatives 
and where the decree has to be executed vis-à-vis such an estate. 
In such a case, the heirs of the deceased judgment debtor would 
be under a legal obligation to discharge their duties to satisfy the 
decree or an order from the estate of a deceased.
But in the case of sole proprietorship, which is a common form of 
business in India, when a legal obligation arises under a contract 
which has to be discharged personally by the sole proprietor, who 
is since deceased, had entered into the agreement, such as, in the 
case of a Development Agreement in the instant case, can such 
obligations be imposed on his legal representatives or heirs who are 
not parties to the Development Agreement and where the obligations 
under such an agreement per se cannot be fulfilled inasmuch as 
they neither have the skills nor the expertise to
do so and those 
obligations depend purely on the skills and expertise of the deceased 
sole proprietor? In other words, 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, we are of the view that 
in the latter case, 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. We reiterate 
that 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. This is because 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 this context, the following terms of the Development Agreement 
dated 30.07.1996 would clearly indicate that the obligations on the 
opposite party were to be carried out personally by him:
[2024] 3 S.C.R. 
143
Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
“NOW THIS AGREEMENT WINESSETH AND IS 
AGREED BY AND BETWEEN THE PARTIES HERETO 
AS FOLLOWS:
1.1 The owners hereby grant to the developer sole and 
exclusive development rights in respect of the property 
bearing C.S. No. C. 1465 situated in ‘C’ Ward, Laxmipuri 
Kolhapur -416002 in the form of license to enter upon the 
said property in the capacity of the licensee of the owners 
for the sole purpose of developing the said property and 
selling the offices/premises / shops to the extent and 
in the manner stipulated hereafter and upon the terms 
and conditions agreed by the between the parties hereto 
and set out here below in this agreement. Subject to 
clause No. 2. the license hereby granted is irrevocable 
till the entire property is developed and all the premises 
constructed thereon are sold out. It is however, hereby 
expressly understood that the right of entry granted under 
this clause is for the sole purpose of developing the said 
property selling all premises (except those to be allotted 
to owners) including the shop/s basement/offices therein 
and common restricted areas or facilities as the case may 
be and such entry shall not be construed to mean that 
the owners have placed the developer in legal or physical 
possession of the said property.
x x x
16. The developer undertakes to comply with and carry 
out all the legal and contractual obligations that
may be 
entered into for the construction of the buildings and for 
the sale of the various premises in the said buildings. 
The developer further undertakes to indemnify and keep 
indemnified the owners from and against any action either 
civil or criminal suit proceedings, damages, penalties or 
any other similar actions which may be initiated, made or 
ledged by any person or persons by reason of the failure 
of the developer to comply with, carry out or perform any 
such legal and contractual obligations.”
25.	 In this regard, it would be useful to illustrate that in a general sense, 
an injunction is a judicial mandate operating in personam by which
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upon certain established principles of equity, a party is required to 
do or refrain from doing a particular thing. On the other hand, a 
direction to pay money either by way of final or interim order is not 
considered to be an injunction. An order of injunction is normally 
issued against a named person and is addressed to the defendant 
personally and on his demise the cause of action would come to 
an end insofar as such a person who is since deceased even if it 
relates to a proprietary right unless his legal representatives are also 
causing a threat in which case the cause of action would continue 
vis-à-vis the legal representatives also.
26.	 Therefore, if the estate of the deceased becomes liable then the legal 
representatives who in law represent the estate of a deceased person 
or any person who intermeddles with the estate of the deceased 
and where a party sues or is sued in a representative character, 
the person on whom the estate devolves on the death of the party 
so suing or sued is liable to the extent the estate has devolved. 
Hence, what is crucial is that the estate of a deceased person which 
becomes liable and the legal representatives must discharge their 
liability to a decree holder or a person who has been granted an 
order to recover from the estate of the deceased which they would 
represent and not beyond it.
27.	 But 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.
28.	 In Ajmera Housing Corporation vs. Amrit M. Patel (Dead) through 
LRs, (1998) 6 SCC 500, this Court observed that the defendants in 
the said case had no privity of contract with the plaintiff therein and 
the contract had been entered into on the basis of the skills and 
capacity of the party to perform under the contract and the rights 
and duties were also personal to the party who had to discharge the 
obligations under the contract. In the circumstances, it was observed 
that the legal representatives of the builder under the contract had 
neither the capacity nor the special skills to discharge the obligations 
of the deceased.
29.	 This position is also clear on a reading of Section 50 of the CPC 
which states as under:
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145
Vinayak Purshottam Dube (Deceased), Through Lrs 
v. Jayashree Padamkar Bhat & Others
“Section.50:- (1) Where a judgment-debtor dies before the 
decree has been fully satisfied, the holder of the decree 
may apply to the Court which passed it to execute the 
same against the legal representative of the deceased.
(2) Where the decree is executed against such legal 
representative, he shall be liable only to the extent of the 
property of the deceased which has come to his hands 
and has not been duly disposed of; and, for the purpose of 
ascertaining such liability, the Court executing the decree 
may, of its own motion or on the application of the decree-
holder, compel such legal representative to produce such 
accounts as it thinks fit.”
30.	 Thus, any decree which is relatable to the extent of the property of the 
deceased which has come to the hands of the legal representatives 
and has not been duly disposed of, the same would be liable for 
execution by a decree holder so as to compel the legal representatives 
to satisfy the decree. In this context, even a decree for preventive 
injunction can also be executed against the legal representatives 
of the deceased judgment-debtor if such a decree is in relation to 
the property or runs with the property if there is a threat from such 
legal representatives.
31.	 In view of the aforesaid discussion, we hold that the legal 
representatives of the deceased opposite party-appellants herein are 
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. Needless to observe that the direction 
for payments shall be made by the legal representatives from the 
estate of the deceased opposite party if not already satisfied.
32.	 The appeals are allowed in the aforesaid terms.
33.	 Parties to bear their respective costs.
Headnotes prepared by: Divya Pandey
Result of the case: 
Appeals allowed.