Recovery of sum from the date of suit till the date of realization towards royalty - seeking permanent injunction to restrain Ramesh from interfering with Suresh Prabhu's peaceful possession and operation of business - owner of the business centres - contributions to run the business centers - establishment of materials that there was a contractual obligation on the part of the defendant to make the payments to the plaintiff - recovery of profit share as per the memorandum of agreement - recovery of money from the defendant as per the terms and conditions of the Franchise Agreement - money for the amounts borrowed by the defendant under various promissory notes executed by the defendant.
Whether Suresh Prabhu is entitled to recover the sum of Rs.1.4 crores allegedly borrowed by Ramesh under various promissory notes allegedly executed by Ramesh? - HELD THAT:- As in the case of all statutory presumptions, the presumption is rebuttable. The Hon'ble Supreme Court instructs in Bharat Barrel and Drum Mfg.Co. v. Amin Chand Pyarelal [1999 (2) TMI 627 - SUPREME COURT] that the presumption would stand rebutted if the existence of consideration is so improbable that a prudent person would not accept the fact that there is consideration.
The oral evidence of Suresh Prabhu is that the loan was given in three tranches on 28.11.2018 (Rs.40,00,000/-), 10.01.2019 (Rs.50,00,000/-) and 25.02.2019 (Rs.45,00,000/-). Across the two bank statements, the aggregate withdrawal in January 2019 is Rs.4,50,000/-. As against this, the claim is that a sum of Rs.50,00,000/- was loaned in cash in January 2019 - the only reasonable inference is that the existence of consideration for the promissory notes is highly improbable. In spite of permitting Suresh Prabhu to re-open the evidence so as to enable him to adduce additional evidence in the course of final arguments in the suit, Suresh Prabhu completely failed to establish the probability of consideration - decided in favour of Ramesh and against Suresh Prabhu.
Whether Ramesh is the owner of the two business centres and handed over the same to Suresh Prabhu for maintenance? - whether Ramesh made any contributions to run the business centres? - HELD THAT:- The documentary and oral evidence placed on record establishes that Ramesh contributed a sum of Rs.1,88,69,000/- and additional amounts towards purchase of equipment and interior work.
the installation reports in relation to the purchase of equipment for the gym contain the name, telephone number, email address and signature of Ramesh. When the admitted remittance of Rs.1,88,69,000/- is considered along with the evidence on installation of equipment and bank statements evidencing payments towards purchase of equipments and interior work, the only reasonable conclusion that can be drawn is that Ramesh was an important stakeholder in the fitness centres and, therefore, made significant contributions to the operation thereof. However, Suresh Prabhu exhibited in the suit filed by him, lease deeds(Exs.P9 and P10), rental invoices(Exs.P11 and P13 series) and invoices relating to purchase of equipment for the Vepery and Kilpauk centres(Exs.P50 and P51). Therefore, it cannot be concluded that Ramesh was the sole owner thereof and that he handed over the fitness centres to Suresh Prabhu only for purposes of operating and maintaining the same.
Whether Ramesh has substantiated the claim of Rs.3,11,58,000/- against Suresh Prabhu, whether Suresh Prabhu is liable to make payments to Ramesh and Ramesh's entitlement thereto? - HELD THAT:- Based on the evidence on record, it is not possible to conclude that Suresh Prabhu agreed to pay a sum of Rs.2,55,00,000/- to Ramesh as consideration for Ramesh exiting from joint ownership and management of the C3 Fitness Science Centres at Vepery and Kilpauk. The limited evidence on record indicates that four cheques were issued for Rs.5,00,000/- each and that one cheque was honoured, whereas the others were not. Thus, it appears that Suresh Prabhu agreed to pay certain amounts to Ramesh but the evidence on record is insufficient to draw any rational conclusions with regard to the aggregate settlement amount. In the absence of such evidence, these issues are decided in favour of Suresh Prabhu and against Ramesh.
Interest in relation to the loan of Rs.40,00,000/- extended under the MoA - HELD THAT:- While Ramesh contends that Suresh Prabhu adjusted this amount from and out of the revenues of the fitness centres, in the absence of evidence, the said contention cannot be accepted. Suresh Prabhu claimed interest at 18% per annum on the claim of Rs.39,59,550 from the date of plaint until realisation. In effect, interest is claimed on an interest claim. Ordinarily, interest liability is specified at an agreed rate and not at a specified and quantified sum per month. In this case, however, the interest liability is quantified and expressed in a lump-sum per month. This lumpsum per month is at a rate that exceeds 36% per annum and the MoA does not provide for further interest. By considering these aspects, no further interest is granted on this claim.
Whether Suresh Prabhu is entitled to receive payments under the Franchise Agreement? - HELD THAT:- There is no documentary evidence on record that royalty payments were demanded before the suit was filed. In the absence of any evidence that the agreements were acted upon by the parties, Suresh Prabhu is not entitled to this amount. Accordingly, Issue No.5 is decided against Suresh Prabhu and in favour of Ramesh.
The evidence on record leads to the inference that the two parties were joint stakeholders in the C3 Fitness Science Centres at Vepery and Kilpauk. The evidence further discloses that substantial amounts were invested by Ramesh in such regard. However, Ramesh failed to prove that Suresh Prabhu agreed to purchase Ramesh's stake in the business for a sum of Rs.2,55,00,000/-. Consequently, both Ramesh and Suresh Prabhu are entitled to jointly manage the two centres - the injunctive relief claimed by Ramesh extends to non-interference in the operation of the business. Even as regards access for such purpose, as the co-stakeholder, Ramesh is entitled to use the premises and Suresh Prabhu cannot deny or impede access to the C3 Fitness Science Centres at Vepery and Kilpauk. Consequently, neither party is entitled to an injunction restraining the other from interfering with possession or the business.
Application disposed off.