Claims for commission under separate contracts must adhere to limitation periods; insufficient evidence of payments from clients bars enforcement of claims.

JUDGMENT :

ANU SIVARAMAN, J.

Commercial Appeal No.177/2024 and Commercial Appeal No.198/2024 are filed by the defendant and plaintiff, respectively, challenging the Judgment and Decree dated 22.02.2024 passed by the LXXXIV Additional City Civil and Sessions Judge (CCH-85), Bengaluru ('Commercial Court' for short) in Commercial O.S.No.603/2021.

2. We have heard Shri. C.K. Nandakumar, learned Senior Counsel as instructed by Shri. Sujayeendra Sridhar, learned Counsel appearing for the defendant and Shri. Shrishail S. Navalgund, learned counsel appearing for the plaintiff.

3. For the sake of convenience, the parties are referred to as per their ranks before the Commercial Court.

4. The plaint averments were as follows:-

The plaintiff, engaged in marketing services in relation to technological solutions used in the education sector and the defendant - Pearson India Education Services Private Limited ('Company' for short), is a company incorporated under the Companies Act, 2013, engaged in developing and providing technological solutions and services for schools and educational institutions, entered into Channel Partner Agreements dated 29.08.2011, 01.03.2012, 26.03.2013 and Consultancy Agreement dated 07.11.2013. As per the terms of the agreement, the plaintiff was responsible for marketing and promoting the Company’s products and was entitled to receive 6% of the total revenue exclusive of taxes generated from such promoted products. The Company was required to make payment on a pro-rata basis within 10 days of the plaintiff raising an invoice, after receiving payment from the end customers.

The plaintiff secured Work Order 1 for 100 classrooms on 28.09.2011, Work Order 2 for 334 classrooms on 24.06.2012 and Work Order 3 for 600 classrooms on 26.03.2013 for the Company. In order to finalize Work Order 3, the plaintiff executed the agreement and forwarded it to the Company on the same day via email. However, the Company neither returned the counter-signed copy nor formally acknowledged the agreement and continued to evade the plaintiff until November 2013 and on 07.11.2013 issued an agreement which was a renewal and continuation of the earlier agreements.

The unpaid dues claimed by the plaintiff arise from commissions for procuring three work orders from Kalgidhar Trust (Akal Academy) on behalf of the defendant. The value of Order 1 is Rs.2,10,00,000/- commission at 6% amounts to Rs.11,59,200/- payable in 60 equal monthly instalments of Rs.19,320/-. The value of Order 2 is Rs.6,37,74,000/-, commission at 6% amounts to Rs.35,20,324/- payable in 60 equal monthly instalments of Rs.58,672/-. The value of Order 3 is Rs.11,34,00,000/- and the defendant owes a sum of Rs.1,13,400/- per month for 60 months commencing from April 2013. The plaintiff initially raised certain invoices for a higher amount in order to cover two months pending payments.

The defendant initially made part payments of commission to the plaintiff against the first two orders. However, the balance commission relating to Orders 1, 2 as well as the entire commission due under Order 3 remain unpaid. As on 31.10.2020, the defendant is liable to pay the plaintiff the principal sum of Rs.76,64,048/- plus interest of Rs.62,86,037/- amounting to total due of Rs.1,39,50,085/-. This comprises of Rs.66,032/- in connection with Order 1, Rs.13,81,692/- in connection with Order 2 and Rs.1,25,02,361/- in connection with Order 3.

5. On these pleadings, the suit was instituted by the plaintiff seeking the payment of principal sum of Rs.76,64,048/- and Rs.62,86,037/- as accrued interest on the amounts due till initiation of proceedings from the defendant.

6. The defendant appeared through counsel and filed its written statement contending that it has already paid all dues legitimately payable under the agreements. The plaintiff's claim of outstanding dues is frivolous, baseless, malafide, intended to harass and aimed at unjust enrichment at the cost of defendant. The defendant denied the existence