G.S. Patel, J.

I

1. The defence to this winding up petition turns on the interpretation of a set of endorsements made to the contract or agreement in question. Mr. Dwarkadas, learned senior counsel for the petitioner, contends that the endorsements are of no effect, since the respondent signed the contract and has, therefore, accepted it. Where there is an unconditional acceptance, the endorsement of an additional condition has no legal effect. It does not constitute a counter-offer, and it is impossible to hold that there is no valid contract because there is no acceptance of the offer as originally made. For his part, Mr. Jain, learned counsel for the respondent, submits that where the condition is imposed at or before the acceptance of the original contract, then there are only two possibilities in law: either there is a contract as modified by the superadded condition, or there is no contract at all. The original contract, sans the condition, cannot be said to exist.

2. I heard Mr. Dwarkadas and Mr. Jain at some considerable length. They took me through the filings and documents. Both cited several authorities. Having considered all the material they placed before me, I am inclined to make a conditional order on this petition. My reasons follow.

II

3. These are the facts:

(a) The petitioner, Reliance Broadcast Networks Ltd (“Reliance”), conducts various ‘on-ground’ activities for their clients. I understand this to mean that it organizes sponsored shows and similar events. It also operates FM radio stations in various cities across the country. The respondent, ROML Mills Ltd (“ROML”), manufactures and distributes edible oils.

(b) Before February 2011, the two companies had dealings, and ROML had been Reliance’s client, sponsoring or co-sponsoring some events, or having its products promoted at events organised by Reliance.

(c) In early 2011, Reliance planned to organize a series of events for the regional television industry. Awards were to be given in seven different categories for regional language entertainment. ROML showed interest. It wanted to be the ‘Presenting Sponsor’. Its product brands, logo and trademarks would be used in the promotion and marketing of these events and their telecasts. According to Reliance, there were several meetings between representatives of the two companies, and the terms of the sponsorship were agreed. Reliance claims that ROML also wanted use of ‘commercial airtime’ on Reliance’s FM radio channels to promote its brands. These terms were also discussed and settled.

(d) ROML denies Reliance’s contention that the dates and schedules of the various events were ever agreed. What is not in doubt, however, is that from 24th February 2011 to 8th March 2011, Reliance sent a number of emails to ROML setting out the schedule for the seven events, their tentative dates and venues. Reliance repeatedly sought ROML’s confirmation. In the email of 8th March 2011, Reliance set out brands to be promoted at each event. The schedule of events ran from 18th March 2011 to 6th April 2011 at close intervals. Each event was at a different venue in a different city.

(e) Of particular relevance are two earlier emails of 1st and 2nd March 2011 from Reliance, each setting out a scheduled event. The email of 1st March 2011 relates to the press conference for the ‘Big Telugu Movie Awards’ on 9th March 2011 at Hyderabad. On behalf of Reliance, one Swapnil Raut invited two representatives of ROML to this event. The email of 2nd March 2011 is in identical terms for an event on 8th March 2011 in Kolkata for the ‘Big Bangla Movie Awards’.

(f) Strangely, the record reflects no response from ROML, not even by email.

(g) 8th March 2011 is one of the two pivotal dates in the sequence of events. It is on this day that Reliance signed and sent to ROML the original sponsorship agreement (“the Sponsorship Agreement”). Reliance claims that it was not until 18th March 2011 that it received back the Sponsorship Agreement signed by ROML