CS(OS)--2046/2006. Case: DALJIT SINGH AND ANOTHER Vs. HARI STEEL & GENERAL INDUSTRIES LTD. AND ORS.. High Court of Delhi (India)
| Case Number | CS(OS)--2046/2006 |
| Citation | NA |
| Judgement Date | July 24, 2017 |
| Court | High Court of Delhi (India) |
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
Order reserved on: 21.07.2017 % Order delivered on: 24.07.201
+ I.A. No.1557/2007 in CS(OS) 2046/2006
DALJIT SINGH AND ANOTHER ..... Plaintiffs
Through: Mr. A.S. Chandiok, Senior
along with Ms. Manmeet Arora Mr. Rishabh Bansal, Advocates.
versus
HARI STEEL & GENERAL INDUSTRIES LTD.
AND ORS. ..... Defendants
Through: Mr. Vikram Saini, Mr.
Aggarwal, Ms. Chhaya Sharma Ms. Prerna Ajmani, Advocates defendants No.1 to 6.
Mr. Harish Malhotra, Advocate along with Ms. Mahajan Seth, Advocate defendant No.8.
CORAM:
HON'BLE MR. JUSTICE VIPIN SANGHI
J U D G M E N T
VIPIN SANGHI, J.
1. This is an application filed by plaintiffs, Daljit Singh and Singh, under Order 12 Rule 6 r/w Section 151 of the Code of Procedure to seek judgment/decree in terms of the prayer made in the
Plaintiffs have filed the suit praying for a decree of specific of an agreement to sell concluded on 07.04.2005 and further
recorded on 03.05.2005 between the Plaintiffs and Defendant No.1 company respect of property bearing No. A-22, Mohan Cooperative Industrial
Mathura Road, New Delhi. The Plaintiffs also seek a decree of injunction against the defendants to restrain them from selling,
transferring or encumbering the suit property to third party, and a permanent against Defendant No. 2 to 6 from transferring or encumbering
shareholding of 10,00,000 shares in the Defendant No. 1 Company. The reliefs sought in the application are premised on the claimed admissions made by Defendant no. 1 to 6 in their written statement or otherwise.
As per plaint, defendant No. 2 – the Managing Director and the
Shareholder of Defendant No. 1 company, approached the for the sale of the suit property and the business carried on under name and style of "South Delhi Toyota" including the goodwill of the
Defendant no. 2 to 6 are family members, and shareholders of defendant no. 1 Company. The plaintiffs claim that Defendant No.2 held out he was the person responsible for, and in charge of the affairs of the no.1 company and, therefore, was duly authorized to execute and make promises on behalf of the defendant No.1 Company. no.2 expressly represented to the plaintiffs that defendant no.1 is the absolute owner in possession of the suit property, free from encumbrances, except claims of the DDA on account of the alleged on the property, as well as sub-division of the premises. Defendant further represented to the plaintiffs that he is the authorized franchisee
of Toyota Kirloskar Motors Pvt. Ltd. for trading and servicing the brand of cars and vehicles. The showroom is operated under the name style of “M/s. South Delhi Toyota” in one half portion of the suit Defendant no.2 also represented that he had assigned his dealership from Toyota Kirloskar Motors Pvt. Ltd. in favour of defendant Company.
3. The plaintiffs further claim that on 07.04.2005, the plaintiffs defendant no.1 company – through its Managing Director defendant arrived at a concluded agreement for the sale of the said property transfer of the goodwill and franchise rights held in respect of the business of South Delhi Toyota for a total consideration Rs.55,50,00,000/- (Rupees Fifty Five Crores and Fifty Lacs Only). plaintiffs further agreed to pay to the defendants the difference between assets and liabilities of the dealership business in terms of the stipulated in the agreement. In pursuance of the said agreement
07.04.2005, the plaintiffs paid an amount of Rs. 2 crores to Defendant No. 1
– Rs 1 crore in cash, and Rs. 1 crore by cheque. The receipt of the same was acknowledged by defendant No. 2 as Chairman-cum-Managing Director Defendant No. 1 on the letter head of Defendant No. 1. The
further state that an agreement to sell dated 03.05.2005 was executed pursuance of the agreement dated 07.04.2005, which sets out in detail distinct items forming subject matter of the agreement, and the
sale consideration payable for each of these items.
4. The breakup of the total consideration disclosed in the agreement is as follows:
1 Rs.49,00,00,000/- For the purchase of the land and building at A-22, Mohan Coop. Industrial Estate, Mathura Road, New Delhi.
2 Rs. 6,50,00,000/- For the purchase of the running business of 3S Dealership of Toyota Kirloskar Motor Pvt Ltd carried on in the name and style of ‘South Delhi Toyota’.
3 Difference in the value of the assets and liabilities of the running business i.e. the net worth of South Delhi Toyota, on the basis of the balance sheet agreed to be furnished as on
15.06.2005, to be transferred on
30.06.2005.
The plaintiffs state that they paid a further amount of Rs. 3 Crore on to Defendant No. 1 Company as recorded in the said agreement
In the agreement dated 03.05.2005 the aspect of payment of part consideration is recorded as follows:
“2 (a) That out of the total consideration of Rs.55,50,00,000/- (Rs. Fifty five Crores Fifty Lacs Only) the purchasers have paid to the vendor a sum of Rs.5,00,00,000/- (Rs. Five Crores Only) as part consideration; at the time of execution of this Agreement to Sell in the following manner:
To be ascertained.
-
Cheque no. 840711 dt 7.4.2005 drawn on ICICI Bank, Punjabi Bagh West, New Delhi – Rs.1,00,00,000/- (Rs. One Crore only).
-
Cheque no. 840633 dt 28.4.2005 drawn on ICICI Bank, Punjabi Bagh West, New Delhi – Rs.1,00,00,000/-
-
Cash – Rs.3,00,00,000/- (Rs. Three Crores only)
The receipt of which the vendor hereby acknowledges.”
6. Plaintiffs further state that on 24th Nov, 2005 summons were
from office of Assistant Commissioner of Police, Economic Offences Wing, Anti-Land & Building Racket Section, Delhi Police, in respect complaint filed by one Praveen Kumar Jolly (subsequently impleaded
suit as defendant No.8), claiming rights in one half portion of suit
on the basis of MOU dated 24.05.2003 executed with defendant company. Thereafter, the plaintiffs made further inquiries which
that the said Praveen Jolly (Defendant No. 8) had also filed a Civil Suit on or around 28th October 2005 as CS(OS)1508/2005 titled “ Praveen
Vs. M/S Hari Steel & General Industries Ltd & Anr .” seeking performance of an alleged MoU dated 24.05.2003. The plaintiffs
state that defendants have categorically admitted the execution agreement to sell with the plaintiffs herein, in CS(OS) 1508/2005,
Shri Praveen Kumar Jolly.
7. The present application under Order 12 Rule 6 CPC was filed plaintiffs on 09.02.2007, seeking relief on the basis of the admissions made by Defendant No.2 to 6 on 20.12.2006 in the arising out of Bail Application Nos. 4109-4110/2006 in FIR No. under Section 420/ 120-B IPC registered against defendants no. 1 to 6
made by Praveen Jolly at PS – Sarita Vihar. It was alleged in the FIR that the defendants no. 2 to 6 cheated defendant no. 8 by entering into multiple agreements for sale of the same property. The plaintiffs submit the defendants have categorically admitted their readiness and to execute a sale deed with respect to suit property in favor of plaintiffs in terms of the agreement dated 03.05.2005 in the proceedings undertaken in the said Bail Application.
The submission of Mr. Chandhiok, learned senior counsel for the is that while seeking anticipatory bail vide Bail Application
s.4109-4110/2006 in case FIR No.517/2006 referred to above, the including defendant No.2, inter alia, admitted that they had
into the MOU dated 03.05.2005 with the plaintiffs, to whom they agreed to sell the entire property for Rs.55.50 Crores. In the Bail the submission of counsel representing the bail applicants, including defendant No.2 herein, was that:
“… … … even today that his clients are prepared to return the balance amount of Rs.2.90 crores to the first buyer Praveen Jolly immediately with reasonable interest that...
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