The Plaintiff has taken out this Notice of Motion for an order directing Defendant No.4 the escrow agent to furnish him a copy of an MOU dated 11.10.1994 and copies of share certificates and transfer deeds in respect of a company, Shreenivas Cotton Mills Limited and for an order directing Defendant No.4 to deposit the original MOU, share certificates and transfer deeds in Court. The Plaintiff has also sought an order staying all actions on the part of Defendant Nos.1 to 3 contrary to the MOU or disposing of, parting with possession of or inducting any third party or creating any third party rights or interest in the controlling block of shares (51%) of the said company, numbering 56,978. The Plaintiff has also sought a right of first refusal for the grant of development rights in respect of the property of the company situated at Mumbai.

2. Defendant Nos.1, 2 and 3 are the members of the Somani family. Defendant No.4 with whom the said documents were kept in escrow, is a solicitor and a partner of M/s.Kanga & Company. Defendant No.5 is one H.S.Merchant. According to the Plaintiff, Defendant No.5 has assigned his rights under the MOU to him. The suit is filed for specific performance of the said MOU dated 11.10.1994 and for an order directing Defendant No.4 to furnish copies of the MOU, share certificates and transfer deeds.

3. There is no dispute that the MOU dated 11.10.1994 had been executed. According to the Plaintiff, the said MOU provided that the parties thereto would jointly prepare a scheme of arrangement or a compromise for the revival of the company which was put into liquidation by this Court. The Plaintiff further states that it was agreed that subject to sanction of the scheme by this Court, Defendant Nos.1, 2 and 3 would transfer to the Plaintiff and his associates atleast 51% shares of the company in consideration of "a certain sum of money" upon the signing of the MOU, which was payable and thereafter to provide requisite financial assistance for carrying out the revival as contemplated by the scheme formulated by the parties thereto.

4. The Plaintiff admits that the MOU was signed and given to Defendant No.4 to be kept in his custody and that no copies thereof were made. Defendant Nos.1 to 3 also handed over to Defendant No.4 the original share certificates and signed transfer deeds in respect of 26,978 shares which constitutes 51% of the total share capital of the company. Defendant No.4 was therefore constituted as an escrow agent in respect of the MOU, the share certificates and the signed transfer deeds.

5. It is not necessary for the purpose of this Notice of Motion to refer to the facts regarding the various proceedings that ensued in the winding up proceedings in respect of the schemes propounded by various parties. Suffice it to state that one such scheme was sanctioned by an order and judgment of a Division Bench of this Court to which I was a party, (Shree Niwas Girni Kamgar Kruti Samiti v. Rangnath Basudev Somani & Ors., (2005) 9 LJ Soft, 83 = (2005) 127, C.C.,752) I am informed that the Hon’ble Supreme Court has remanded the matter to this Court. 6. By a letter dated 26.3.2003 addressed to Defendant No.4, the Plaintiff requested Defendant No.4 inter-alia to ensure that Defendant Nos.1, 2 and 3 did not act contrary to the MOU. The Plaintiff further requested Defendant No.4 to furnish him a xerox copy of the original MOU.

7. Defendant No.4 by his letter dated 29.3.2003 rightly denied any obligation on his part to ensure performance of the agreement by Defendant Nos.1 to 3. He further stated that the said documents were deposited by the Plaintiff for safe custody in escrow, pending execution of the formal agreements and papers and that a copy of the MOU could be furnished only upon the written consent of the other parties thereto.

8. By his letter dated 19.4.2003 addressed to Defendant No.4, the Plaintiff contended that there was an understanding between all the parties to the MOU that the P