Holding

An office of a lawyer or a firm of lawyers is not a "commercial establishment" under sec. 2(4) of the Kerala Shops and Commercial Establishments Act, 1960.

Summary

V. Sasidharan, a clerk in a firm of lawyers, was dismissed and appealed under the Kerala Shops and Commercial Establishments Act, 1960. The firm contended that it was not a "commercial establishment" within the meaning of the Act, leading the Appellate Authority to dismiss the appeal on a preliminary objection. The High Court upheld that objection, and the matter reached the Supreme Court on special leave. The Court examined the definition of "commercial establishment" in sec. 2(4) and related provisions, concluding that a lawyer's office does not qualify as a shop, an establishment, or an administrative service, nor does it fall under any of the enumerated categories. Consequently, the Court held that a firm of lawyers is not a commercial establishment under the Act and dismissed the appeal.

Issues considered

Whether a firm of lawyers constitutes a "commercial establishment" within the meaning of sec. 2(4) of the Kerala Shops and Commercial Establishments Act, 1960.

Legislation cited

Factories Act, 1948
Kerala Shops and Commercial Establishments Act, 1960s. 10, s. 2(15), s. 2(4), s. 2(8), s. 6, s. 8

Subjects

commercial establishmentKerala Shops and Commercial Establishments Actlawyer's officedefinition of establishmentemployment terminationpreliminary objection

Judgment

1
601
\

V. SASIDHARAN A

v.

PETER & KARUNAKAR & ORS.

• 23rd August, 1984 B
[Y.V. CHANDRACHUD, C.J. AND V.D. TULZAPURKAR, J.]

Shops & Establishments Act !960 (Kerela_ Act). Sec. 2(4)-Firm of Lawyers
-Whether a commercial establishment.

The appellant preferred an appeal to the App;!liate Authority under the
Kerela Shops and Commercial Establishments Act, 1960 (For short. !he A.ct) c
against his dismissal from service by respondent No. 1, a firm of Lawyers.
Respondent No. 1 raised a preliminary objection that the appeal was not main-
tainable since Respondent No. I firm was not a commercial establishment under
.- the Act. The Appellate Authority upheld the preliminary objection and dismis-
sed the appeai. His writ PetiLion and Letters Patent Appeal in the High Court
against the judgment of the Appellate Authority were also dismissed. Hcoc;e
D
this appeal by special leave.

Dismissing the appeal,

HELD : (1) The question whether respondent No. 1-firm is a commer-
cial establishment must naturally depend upon the definition of that expression
and the definition of cognate expressions which are contained in the Act. The E
definition of "commercial establishment" contained in sec.2(4) of the Act may
be simplified by restating it in separate clauses as follows : (1) Commercia!
• Establishment ln_eans five different kinds of establishtne"nts ; commercial,
industrial, trading, banking or insurance ; (2) Commercial Establishment means
an establishment or admin!strative service in which the persons employed
are mainly engaged in office work ; (3) Commercial Establishment means F
• a hotel, restaurant, boarding or eating house, a cafe or any other refreshment
house ; (4) Commercial Establishment means a theatre or any other place of
public atnusement or entertainment ; and (5) Commercial Establishment

-
includes such other establishment as the Government may, by notification in
the Gazette. declare to be a commercial establishment for the purposes of the
• Act. Commercial Establishment does not include a factory to which any of the
provisions of the Factories Act, 1948 apply. Section 2(8) defines 'establishment' G
to mean a shop or a commercial establishment. The definition of shop contained
in sec. 2(15) shows that in order that an establishment can be regarded as a shop
it is necessary that some trade or business must be carried on there or some
• service must be rendered to 'customers'. The expression 'shop also includes
offices, warehouses, store rooms or godowns which are used in connection with
the trade or business· [30H ; 603H, 605A, D-G]. H
602 SUPREME COlJRT REPORTS [!985J ! S.C.R.
(2) A lawyer's office or the office of a firm of lawyers cannot obviously fall
A under clauses (3) and (4) of section 2(4). Nor has the Government issued any
notification as contemplated t-y section 2(4). The ques:.tion thus narrows itself
into whether a lawyer's office falls under either of the first two clauses. Since by
the definition contained in the first clause of section 2(4), a 'commercial establishM
ment means an establishment, a place of work cannot be regarded as a
comm::rcial establishment unless the activity is conducted in a 'shop' or in a
B comn1ercial establishment, which is really tautological. \Vhatever may be the
popular conception regarding the role of today's lawyer-; and the alleged
narrowing of the gap between a profession on one hand and a trade or business
on the other, it is trite that, traditionally, lawyers do not carry on a trade
or business nor do they render services to 'customers'. The context as well as
the phraseology of the definition in section 2(15) is inapposite in the case of a
lawyer's office or the office of a firm of lawyers. Therefore, the office of a
c lawyer or of a firm of lawyers is not a shop within the meaning of sec. 2(15) of
the Act. [605C, F-G]

(3) The argument, that a lawyer's office is a com1nercial establishment •
because, persons who are employed in that office arc n1ainly engaged in office
work, cannot be sustained. This argument overlooks that (i) under the second
clause of the definition in section 2(4), 'com1nercial establishment' 1neans "an
D establishment or administrativ• service in which the persons e111ployed are
mainly engaged in office work" and thus the same question arises again as to
whether a lawyer's office is an "e<>tablishment' within the meaning of the Act ;
and (ii) that a lawyer's office is not an 'ad1ninistrative service' and it will be
doing violence to the language of the second clause of sec. 2(4) to hold that a
lawyer's office is an 'administrative service'. The proposition is well established
that words which occur in the san1e context must take their colour fron1 each •
other. It is unrealistic to dissect the definition clause in section 2(4) and to
catch a word here or there in order to bring a lawyer's office within the four
corners of the definition of 'commercial establishment'. The various clauses of
that definition would show that establishments, far apart from professional
offices were within the contemplation of the legislature. [606BtoD]
•
(4) Chapters 1-A, II. Ill, IV, V and VI as also sections 6, 8, 10 and
F other cognate provisions of the Act also strengthen the conclusion that a
lawyer's office cannot possibly be comprehended within the meaning of the
expression 'Commercial establishment' as defind in section 2(4) of the Act. •
[607A-B]

Bangalore Water Supply and Sewage Board v.A. Rajappa. [1978] 3 SCR
297 and Indian Chambers of Commerce and Industry (1974] 2 LLJ. 271. dis.
G tinguished. •
CIVIL APPELLATE JURISDICTION : CIVIL APPEAL

No. 2029 of 1980
•
H Appeal by Special leave from the judgment and Order dated
SASIDHAMN v. PETER & KARUNAKAR (Chandrachud, C.J.) 603
A
the 26th July, 1970 of the Kerala High Court in W.A. No. 11
of 1978.
K.R.R. Pillai for the Appellant.

P. Govindan Nair E.M.S. Anam, M.K. Dua and Miss Baby B
Krishnan for Respondents No. l, 3 & 4.

For Applicant/ Intervene rs :

K.M.K. Nair for Bar Council, Kerala.
0
R.C. Misra & Vimal Dave for Supreme Court Bar Clerk's
Association.

The Judgment of the Court was delivered by

CHANDRACHUD, C.J. The question which arises for consi- D
deration in this appeal is whether a firm of lawyers is a 'commer-
cial establishment' within the meaning of the Kerala Shops and
Commercial Establishments Act, 1960 (referred to herein as
'the Act').

The appellant, V. Sasidharan, was working as a clerk in a E
furn of lawyers which is respondent 1 to this appeal. Respondents
2, 3 and 4 are partners of the firm. The services of the appellent
were terminated by the firm on February 3, 1977, whereupon he
preferred an appeal to the Appellate Authority under the Act. A
• preliminary objection was raised in that appeal by the firm on the
ground that it was not a commercial establishment. By a judgment F
dated August I 1, 1977, the Appellate Authority upheld the pre-
liminary objection and dismissed the appeal.
• Being aggrieved by that judgment, the appellant filed a writ
petition (O.P. No. 3380 of 1977-B) in the High Court of Kerala.
A learned sin.gle Judge of the High Court dismissed that writ peti-

- •
tion, against .which the appellant filed Letters Patent appeal (W.A.
No. 11 of 1978). That appeal was dissmissed on July 26, 1978.
This appeal by special leave is filed against the judgment of the
G

Division Bench of the Kerala High Court.
, The decision of the question whether respondent 1 firm is a
commercial establishment, must naturally depend upon the defini- H
tion of that expression and the definitions of cognate expressions
604 SUPREME COURT REPORTS [1985] 1 s.c.R.

A which are contained in the Act.
Section 2 (4) of the Act defines "commercial establishment"
as follows :
"Commercial establishment', means a commercial or
industrial or trading or banking or insurance establishment,
an establishment or administrative service in which the
B persons employed are mainly engaged in office work,
hotel, restaurant, or boarding or eating house, cafe or any
•
other refreshment house, a theatre or any other place
of public amusement or entertainment and includes such
other establishment as the Government may, by l'otifica-
tion in the Gazette declare to be a commercial establish-
c ment for the purposes of this Act, but does not include a
factory to which all or any of the provisions of the •
Factories Act, 1948 (Central Act 63 of 1948) apply."

Section 2 (8) defines "establishment" to mean a shop or a
o commercial establishment. Section 2 (15) defines "shop" as
follows :

"Shop" means any premises where any trade or busi-
ness is carried on or where services are rendered to cus- •
tomers, and includes offices, store rooms, godowns or
E warehouses, whether in the same premises or otherwise,
used in connection with such trade or bnsiness but does
not include a commercial establishment or a shop attached
to a factory where the persons employed in the shop are
allowed the benefits provided for workers under the .
Factories Act, 1948 (Central Act 63 of 1948)'"
F
It is on the basis of these definitions that we shall have to •
decide whether the office of a lawyer or of a firm of lawyers is a
commercial establishment within the meaning of the Act.

The definition contained in section 2 (4) may be simplified •
G by restating it in separate clauses as follows : (I) Commercial
Establishment means five different kinds of establishments :
commercial, industrial, trading, banking or insurance ; (2) Com-
mercial Establishment means an establishment or administrative
service in which the persons employed are mainly engaged in office
•
H work ; (3) Commercial Establishment means a hotel, restaurant,
\loardin!l or eating house, a cafe or auy other refreshment ho11se ;
SASIDHARAN v. PETER & KARUNAKAR (Chandrachud, C.J.) 605

(4) Commercial Establishment means a theatre or any other place of A
public amusement or entertainment; and (5) Commercial Estab-
lishment includes such other establishment as the Government
may, by notification in the Gazette, declare to be a commercial
establishment for the purposes of the Act. Commercial Establish
ment does not include a factory to which any of the provisions of
the Factories Act, 1948 apply. B

A lawyer's office or the office of a firm of lawyers cannot
obviously fall under clauses (3) and (4) above. Nor has the
Government issued any notification as contemplated by section
2 (4). The question thus narrows itself into whether a lawyer's c
office falls under either of the first two clauses.

The expression 'establishment' is defined by section 2(8) mean
a shop or·a commercial establishment. Since by the definition con-
tained in the first clause of Section 2(4). a commercial establishment D
means an establishment, a place of work cannot be regarrierl as a
commercial establishment unless the activity is ccnducted in a '~hop'
or in a commercial establishment, which is really tautological. The
, definition of 'shop' which is contained in section 2(15) shows that
in order that an establishment can be regarded as a shop, it is E
necessary that some 'trade' or 'business' must be carried on there
or some service must be rendered to 'customers.' The exprF;ssion
'shop' also includes offices, werehouses store ro0ms or padowns
which are used in connection with the trade or busine.s. It does not
require anv strong argument to justify the conclusion that the office
of a lawyer or of a ftr'll of lawyers is not a 'shop' within the mean-
ing of section 2(15). Whatever rr:zy he the popular conception or F
misconception regarding the role of to-day's lawyer; and the alleged
•
narrowing of the gap between a profession on one hand and a
trade or business on the other, it is trite that, traditionally, lawyers
do not carry on a trade or business nor do they render services to
'customers'. The context as well the phraseology of the definition
• G
in section 2(15) is inapposite in the case of lawyer's office or the
office of a firm of lawyers.

Learned counsel for the appellant argues that a lawyer's
office is a commercial 'establishment because, persons who are
employed in that office are mainly engaged in office work. This
ff
•

606 SUPREME COURT REPORTS (1985] 1 S.C.R.

A argument overlooks that. under the second clause of the definition
ln section 2(4), 'commercial establishment' means "an establishment
or administrative service in which the persons employed are mainly
engaged in office work". Partly, we go back to the same question
as to whether a lawyer's office is an 'establishment' within the mean-
ing of the Act. The other aspect which this argument fails to take
B note of is that a lawyer's office is . not an 'administrative service'.
It seems to us doing violence to the language of the second clause
of section 2(4) to hold that a lawyer's office is an 'administrative
~ervice'. This argument has therefore to be rejected.

The proposition is well-established that words which occur in the
c same context must take their colour from each other. It is unreali- •
stic to dissect the definition clause in section 2(4) and to catch a
word here or there in order to bring a lawyer's office within the
four corners of the definition of 'commercial establishment'. The
various clauses of that definition would show that establishment, far
D apart from professional offices, were within the contemplation of
the legislature.

For these reasons, we are of the opinion that the office of a •
lawyer or of a firm of lawyer is not a 'commercial establishment'
within the meaning of the Act. This conclusion is strengthened by
E
the other provisions of the Act. Chapter I·A of the Act provides for
registration of establishments, Chapter II for hours of work, Chapter
III for holidays and leave, Chapter IV for wages, Chapter V for
employment of children and women and Chapter VI for health and
safety measures. Section 6 of the Act provides that no employee
F in any establishment shall be required or allowed to work for more
than eight hours on any day or for more than .48 hours in any week •
Section 8 requires that, the period or work of an employee in an
establishment for each day shall be so fixed that no period shall
exceed four hours and that no such person shall work for more than
four hours before he has had an interval for rest of at least one •
G hour. Under section 10, no establishment shall, on any day, be
opened earlier than and closed later than such hours as may be
fixed by the Government, provided that any customer who is being
served or is waiting to be served in any establishment at the hour
fixed for its closing may be served during a quarter of an hour

"
'
SASIDHARAN v. PETER & KARUNAKAR (Cha•1drachud, C.J.) 607

immediately following such hour. These and other cognate provi· A
sions of the Act show that a lawyer's office cannot possibly be com-
prehended within the meaning of the expression 'commercial
esiablishment' as defined in sectiol) 2(4) of the Act. We are quite
• solicitous about the welfare of those who work in the lawyers'
offices. But, there are many other ways in which their welfare can
be ensured. If the current trends are any indication and if old B
., memories fail not, the earnings of lawyers' clerks cannot, in reality,
bear .reasonable comparison with the earnings of employees of

- commercial establishments, properly so called. They, undoubtedly,
work hard but they do not go without their reward. They come
early in the morning and go late at night, but that is implicit in the
very nature of the duties which they arc required to perform and
the time they spend is not a profitless pastime .
c
•
An argument was strongly pressed upon us on the basis of the
decision of this Court in Bangalore Water supply and Sewage Board
v. A. Rajappa .(•) The High Court has rightly observed that the D
question •Which arose in that case was entirely different, namely,
the sweep of the meaning of the word 'industry'. The ratio of that
decision is that term 'industry' covers any activity which is system-
atically or habitually undertaken for the production or distribution
of goods or for rendering material services to the community at
large with the help of employees. The question which arises in
this appeal is basically different, namely, whether a lawyer's office
or the office of a firm of lawyers is commercial establishment.
Considerations which were germane to the determination of the
• question in the Bangalore Water Supply case are foreign to the
decision of the question before us.
F
In Indian Chambers of Commerce and h1dustry(') case, the
' question was whether the Federation of Indian Chambers of
Commerce and Industry is a commercial establishment within the
meaning of the Delhi shops and Commercial Establishment Act,
1954. This Court pointed out that the definition of 'commercial G
establishment' in that Act is so wide that the activities of a register-
ed society or a charitable trust would also fall within the purview
of that definition.

• !. [1978] 3 S.C.R. 207 .
4, ]1974] 2 L.L.J. 271
H
608 SUPREME COURT REPORTS [1985] J S.C.R.

A The learned single Judge and the Division Bench of the
Kerala High Court have dealt with the questions arising in this
appeal with care. We agree with their reasoning and hold that the
office of a lawyer or of a firm of lawyers is not a 'commercial
establishment' within the meaning of section 2(4) of the Act. •
B The Bar Council of Kerala and Clerks Association of the
Supreme Court Bar had intervened in this matter. We must express
our thankfulness to them for the assistance rendered by them.

In the result, the appeal is dismissed but there will be no order
•
as to costs.
c
•

D M.L.A. Appeal dismissed.

•