IMPORTANT POINT
A written contract can be established through correspondence, and parties cannot unjustly enrich themselves by forfeiting security deposits without valid grounds, especially when external circumstances like a pandemic affect contractual obligations.

JUDGMENT

1. This summary suit is filed in the Commercial Division under Order XXXVII of the Code of Civil Procedure 1908 (CPC) to recover the security deposit having surrendered the premises under a Leave and License Agreement.

2. The Plaintiff (the Licensee) seeks an order and decree against the Defendant (the Licensor) for the sum of Rs 96,21,204/-(Rupees Ninety Six Lakhs Twenty One Thousand Two Hundred and Four Only) being the principal along with interest of Rs 12,24,133.46/- (Rupees Twelve Lakhs Twenty Four Thousand One Hundred and Thirty Three point Forty Six Only) calculated at the rate of 18% per annum from 1st July 2020 till 15th March 2021 as more particularly set out at (Exhibit 'C' to the Plaint). The brief facts that led to the suit are as under.

3. The Plaintiff is engaged in the business of online games under the brand name 'RummyCircle', 'My11Circle' and Ultimate Games'.

4. The Defendant is a private limited company. The Defendant is the sole and absolute owner of the premises being Unit No. 401, 4th Floor, Building No. 16, Interface Complex, Off Linking Road, Malad (West), Mumbai - 400067 admeasuring 17,196 sq.ft carpet area equivalent to 24,427 sq. ft (chargeable area) ('Licensed premises' for short).

5. The Plaintiff and the Defendant executed and registered a Leave and License Agreement dated 24th March 2015 for a period of five years from 24th March 2015 to 23rd March 2020 (referred to as 'LLA' for short). The Plaintiff deposited a interest free refundable deposit of Rs 1,65,00,000/- (Rupees One Crore Sixty Five Lacs only) by way of security for the due observance and compliance of the terms and conditions under the Leave and License agreement. The monthly compensation was Rs 18,32,025/-per month for the first three years and Rs 21,06,829/- for the fourth and fifth year.

6. Desirous of surrendering the property, the Plaintiff served a termination notice on 16th December 2019, giving a three months' notice as per sub clause 6 of clause B of the LLA. By the said letter the Plaintiff sought the refund of their security deposit of Rs 1,65,00,000/- and requested the Defendant to visit the premises to access the wear and tear after giving a week's notice. They also called upon the Defendant to clarify and settle any other aspects with regard to the Licensed Premises.

7. There were meetings held between the parties wherein it was communicated that the Plaintiff would hand over the Licensed Premises on 31st May 2020 and the same was placed on record by an email on 11th March 2020. The Plaintiff also requested the security deposit be released on the same day. The Defendant agreed to the extension as communicated by its Email dated 17th March 2020.

8. Thereafter, the COVID-19 pandemic assumed serious proportions. On 20th March 2020, the State Government announced that all offices/workplaces will be closed until 31st March 2020. On 23rd March 2020 the State Government notified a lockdown in the entire State of Maharashtra whereby all public and private transport except for essential services was prohibited and all commercial establishments and offices were directed to be closed until 31st March 2020.

9. On the same day i.e. 23rd March 2020, the Plaintiff by their email informed the Defendant that they would not be in a position to shift to their new office on 28th and 29th March 2020 as planned and would await the instructions from the government.

10. The lockdown was relaxed by a notification dated 31st May 2020. Therefore, taking the first opportunity, the Plaintiff by an email dated 1st June 2020 sought NOC from the Defendant to inform the society as they required to shift the material. The Defendant also communicated their consent by an email of an even date i.e. 1st June 2020 and informed the Plaintiff that they would speak to their site manager who in turn would speak to the society. Thereafter by an email dated 11th June 2020 the Plaintiff requested the details of pending rent payable, security deposit figures presumabl