2017 (7) TMI 665 - HC - Companies Law

Preliminary decree in favour of the plaintiff - attachment orders - Held that - This Court does not find an unequivocal and clear admission of defendant Nos. 1 to 3 for a liability of the plaintiff to the tune of ₹6,99,24,861/- however considering the fact that the email dated 10th March, 2011 along with attachment is an admitted document wherein a clear admission has been made out on behalf of defendant Nos. 1, 2 and 3 to pay sum of ₹4,19,05,956/- to the plaintiff, this Court deems it fit to pass a preliminary decree in favour of the plaintiff and against the defendant Nos. 1 to 3 jointly and severely. It is ordered accordingly. Defendant Nos. 1, 2 and 3 shall jointly and severally pay a sum of ₹4,19,05,956/- to the plaintiff with an interest @9% per annum from after 10 days of receipt of the amount which in any case was on or before 18th October, 2010 till the recovery.

Summary

Issues Involved:

1. Entitlement of the plaintiff to a judgment on admission based on the admissions of the defendants.
2. Liability of defendants Nos. 1 to 3 for the payment claimed by the plaintiff.
3. Interpretation and enforcement of the Consortium Agreement and its addendum.
4. Admissibility of certain communications under Section 23 of the Indian Evidence Act, 1826.
5. Calculation of the amount due to the plaintiff.

Issue-wise Detailed Analysis:

1. Entitlement of the plaintiff to a judgment on admission based on the admissions of the defendants:

The plaintiff filed an application under Order XII Rule 6 of the CPC, seeking a judgment based on admissions by defendants Nos. 1 to 3. The court noted that the defendants had admitted certain documents and facts, including an email dated 10th March 2011, which indicated a clear admission of liability for a sum of ?4,19,05,956/-. The court referenced the legal position on admissions, emphasizing that admissions can be in pleadings or documents and can even be inferred from vague and evasive denials. The court concluded that there was sufficient admission to pass a preliminary decree in favor of the plaintiff for this amount.

2. Liability of defendants Nos. 1 to 3 for the payment claimed by the plaintiff:

The plaintiff sought recovery of ?6,99,24,861/- from defendants Nos. 1 to 3. The court examined the written statement and affidavit filed by the defendants, noting that while the defendants disputed the plaintiff's claim, they did not deny receipt of ?30,35,40,044/- from defendant No. 5. The court found that the email dated 10th March 2011, admitted by the defendants, indicated a liability of ?4,19,05,956/-. Thus, the court held defendants Nos. 1 to 3 jointly and severally liable for this amount, with interest.

3. Interpretation and enforcement of the Consortium Agreement and its addendum:

The court reviewed the Consortium Agreement dated 19th December 2009 and its addendum dated 1st June 2010. The addendum specified that the joint venture (JV) would not incorporate a separate legal entity and outlined the scope of work and profit-sharing arrangements. The court noted that the plaintiff was entitled to payments minus 23% for the work completed. The court found that the admissions in the email dated 10th March 2011 aligned with the terms of the addendum, supporting the plaintiff's claim.

4. Admissibility of certain communications under Section 23 of the Indian Evidence Act, 1826:

The defendants argued that the email dated 10th March 2011 was inadmissible under Section 23 of the Indian Evidence Act, 1826, as it was a confidential communication exchanged during settlement negotiations. However, the court noted that the defendants did not deny sending the email. The court concluded that the email constituted an admission of liability, notwithstanding the defendants' plea of inadmissibility.

5. Calculation of the amount due to the plaintiff:

The plaintiff claimed that after deducting 23%, the total amount payable was ?23,37,25,833/-, and they had received ?16,38,00,972/-, leaving a balance of ?6,99,24,861/-. The court, however, found an unequivocal admission for only ?4,19,05,956/- based on the email dated 10th March 2011. Therefore, the court passed a preliminary decree for this amount, with interest at 9% per annum from 10 days after receipt of the payment by the JV (on or before 18th October 2010) until recovery.

Conclusion:

The court disposed of the application, directing the preparation of a decree sheet for the admitted amount of ?4,19,05,956/- with interest. The suit was listed for further proceedings on 7th March 2018 for the remaining claims of the plaintiff.