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2018 (9) TMI 1005 - HC - Companies LawFailure of the share purchase agreement - plaint filed claiming return of aforesaid ₹ 1.05 Crores paid by plaintiff towards 60% shares in the Consultancy and Agrotech companies together with interest on the same - Prayer for carrying out certain amendments in the plaint - specific performance seeked - limited scope of the instant amendment application it is argued that plaintiff who has rescinded the share purchase agreement qua consultancy company is now attempting to enforce the same - Held that:- The plaint consists of two limbs. The second limb of prayer as alluded to supra is for damages of ₹ 2 Crores which is with regard to both companies, i.e., consultancy company and Agrotech company as alluded to supra. Vide instant amendment application, plaintiff is not seeking any amendment in the prayer or in other words, plaintiff continues to persists and pursue the prayer for damages qua consultancy company also. Therefore, if this prayer in the amendment is acceded to, it will have the effect of plaintiff pursuing remedy of enforcement in the share purchase agreement in NCLT and also seeking damages by rescinding the same on the ground of non performance by defendant. There is no dispute or disagreement that the suit prayer is also for damages for a sum of ₹ 2 Crores pertaining to both companies, i..e, consultancy company and Agrotech company. If the prayer in the amendment application is acceded to, it would tantamount to permitting the plaintiff to seek for specific performance of share purchase agreement dated 14.6.2010 qua consultancy company after rescinding the alleged breach and seeking damages for the same. Further to be noted, the plaintiff is continuing to seek damages qua Consultancy company. In effect, acceding to the prayer in the instant application would tantamount to allowing the plaintiff to do what they are prohibited from doing in the light of the principle laid down by Supreme Court in Jawahar Lal Wadhwa case [1988 (10) TMI 282 - SUPREME COURT] wherein held once there is alleged breach and a prayer for damages has been sought for by a party, then that party cannot pray for specific performance of the same contract. Amendment application fails and the same is dismissed.
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