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TMI Blog2012 (11) TMI 874X X X X Extracts X X X X X X X X Extracts X X X X ..... epresentation being made by the respondents nos. 1 and 2 to the plaintiff/ appellant company the latter had become interested to purchase the said shares of the respondent no. 3 and held final negotiations with them on February 17, 2010 when according to the petitioner it was ultimately inter alia agreed that the respondents nos. 1 and 2 would transfer and sell those shares of the respondent no. 3 to the plaintiff/ appellant at a total consideration of Rs. 4.11 crores out of which Rs. 67 lacs would be treated as the consideration for transfer of those shares and the balance amount would be utilized for liquidating the entire unsecured loans of the respondents nos. 1 and 2. In terms of the said agreement the plaintiff/ appellants had prepared four pay orders for an aggregate sum of Rs. 4.11 crores in favour of the respondent no. 3. Subsequently further meetings were held between the representatives of the plaintiff/ appellant and the respondents nos. 1 and 2 at the office of the solicitor of those respondents wherein the learned Advocate for the appellant was also present. At the said meeting on behalf of the plaintiff/ appellant those pay orders were produced and the respondent no. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... controlling interest in the respondent no. 3 company for a consideration to be agreed upon. The respondents say that they explained to him that it was not possible for them to persuade all the shareholders to sell or transfer their shares and even they were not willing to sell their shares. A lot of pressure was brought to bear upon the answering respondents to coerce them to come to a deal but it was not possible for them to come any concluded contract with regard to the transfer of shares. The specific case of those defendants was that there was no concluded contract or deal between the plaintiff and any of the respondents. With regard to the allegations of preparing the pay orders it was specifically mentioned that there was never any occasion for any such pay order to be prepared. The answering defendants also never informed the plaintiff that they were willing and ready to transfer those shares to it or its nominees or to perform any obligation. The offer made by the plaintiff was made with a view to creating an impression that there was a concluded deal while in fact there was none. There was also no obligation on the part of these defendants for completing the sale of the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egal and valid a decree for specific performance of the same can most certainly be claimed by way of a suit. In support thereof Mr. Mitra has relied on a single Judge decision of this Court in the case of T. Popan and Another -Vs.- Karia Gounder and Others, reported in AIR 2001 Cal 42 for a proposition that the value of an oral agreement is as good as a written agreement. He has further relied on another single Judge judgement of the Andhra Pradesh High Court in the case of Moturi Seeta Ramabrahmam - Vs.- Bobba Ramamohana Rao and Others, reported in AIR AP 504. The further submission of the appellant was that it had made out a prima facie case. Even otherwise the respondents nos. 1 and 2 have not denied that meetings between the parties had not been held and as there was no response to the letters written by the learned Advocate for the appellant there was no denial of the contents of such letters which, according to the appellant, amounted to an admission of the existence of the agreement. The appellant further argued that the SEBI (Substantial Acquisition of Shares and Take Over) Regulations, 1997 are not attracted in the present. The appellant strenuously argued that the condu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... February 17, 2010. In paragraph 4 also certain things were mentioned to be done by them on the completion of the transaction. In paragraph 8 of the letter the solicitor of the respondents was requested to countersign a copy of the letter as a token of acceptance and confirmation and it was mentioned in paragraph 9 that after receiving acceptance and confirmation from and on behalf of the respondents the learned Advocate for the appellant would make over the payment of the said sum of Rs. 4.11 crore on March 22, 2010. Likewise in the letter dated March 26, 2010 the learned Advocate on behalf of the appellant informed the solicitor of the respondents that no reply to his earlier letter or acknowledgement thereof was received and accused them of taking no step for the completion of the transaction. The solicitor of the respondents nos. 1 and 2 was again requested to advise his client to take immediate and appropriate steps for completing the sale of the shares of the respondent no. 3 company. These two letters unmistakably suggest that the transaction was yet to be completed as the words "on the completion of the agreement" were repeatedly used evincing a stage of an incomplete agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... laintiff is decided on the basis of a prima facie case based on the pleadings and documents filed by the parties. It cannot be held that the plaintiff has been able to prove the existence of an oral contract between the parties or to make out a prima facie case for the grant of an interim injunction. The appellant's own letters apparently go against the case sought to be made by them making them disentitled to the interim relief as prayed for.
We thus hold that the learned Trial Judge has rightly dismissed the application and we find no infirmity in it.
The appeal is thus, dismissed.
Needless to say, this finding is merely for the purpose of considering the appellant's entitlement to an interim relief and the appellant will be at liberty to adduce all further evidence in support of the case. The learned Trial Judge will not be influenced by our present finding while deciding the suit on merit.
There shall, however, no order as to costs.
Urgent photostat certified copy of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(SAMBUDDHA CHAKRABARTI, J.)
I agree.
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