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2014 Supreme(Cal) 735
High Court of Judicature at Calcutta
ASHIM KUMAR BANERJEE & ASHIS KUMAR CHAKRABORTY, JJ.
SST Media Private Limited & Another
Versus
Official Liquidator & Another
A.P.O.No. 444 of 2014, C.P. 39 of 2009 & A.P.O.No. 442 of 2014, C.S.No. 74 of 2008 (Original Side)
Decided on: 16-12-2014
For the Appellants:S.N. Mookherjee, Ratnanko Banerjee, Sr. Advs., Kuldeep Mallick, Rahul Karmakar, Advocates.
For the Respondents:Tilak Bose, Sr. Adv., D.N. Sharma, Shaunak Mitra, Gourav Khaitan, Debjani Chatterjee, Ruma Sikder, Advocates.
A breach of contract occurs when a party fails to perform their obligations as specified in the contract.
Headnote:
The court referred to the Contract Act, Section 10, which states that all agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object. The court also considered Section 73 of the Contract Act, which provides for the compensation of damages caused by the breach of contract. The court interpreted these provisions to determine the validity of the contract and the appropriate remedy for the breach.
Fact of the Case:
The plaintiff entered into a contract with the defendant to provide services. The defendant failed to fulfill their obligations under the contract.
Finding of the Court:
The court analyzed the terms of the contract and the actions of the parties. It found that the defendant had indeed breached the contract.
Ratio Decidendi: The court held that a breach of contract had occurred due to the defendant's failure to perform their obligations as specified in the contract.
Result: The court ordered the defendant to compensate the plaintiff for the damages caused by the breach of contract.
Ashis Kumar Chakraborty, J.
These two appeals arise out of the orders dated May 14, 2013 and October 30, 2014 respectively passed by the learned Company Judge in the proceedings for disclaimer of the property being a flat comprising 10,000 square feet (approx) on the ground floor and basement of premises no. 119, Park Street, Kolkata and two covered and two uncovered car parking space (hereinafter referred to as “the said property”) owned by the respondent no.
By the first order, the learned Company Judge directed the Official Liquidator to disclaim the said property, to evict the appellant from the said property, if necessary, by use of police force and handover possession of the property to the respondent no. 2, latest by June 15, 2014. The Official Liquidator did not comply with the first order, the respondent no. 2 sought execution of the first order, and the second order dated October 30, 2014, was passed directing the Police Authorities to render all help and assistance to the Official Liquidator to handover vacant possession of the said property to the respondent no.2. Both the appeals are filed by the purchaser of the business of the company in liquidation, SST Media Private Limited (hereinafter referred to as “SST Media”).
The respondent no. 2, let out the said property to a company, Xenitis Infotech Ltd. as a licensee, for a period of three years from December 01, 2005, at a monthly fee of Rs. 6,14,000/-. In March, 2006 Xenitis Infotech Ltd. requested the respondent no. 2 to allow its sister concern the said SST Media to carry on its business activities from the said property. Thereafter, the said SST Media started to use the said property as its registered office. However, the said Xenitis Infotech though remained liable for payment of the monthly licence fee to the respondent no. 2, did not pay the licence fee. The respondent no. 2 filed a suit being C.S. No. 74 of 2008, before this Court, against both Xenitis Infotech (as the defendant no. 1) and SST Media (as the defendant no. 2), for recovery of the outstanding licence fee and possession of the said property. In an application filed in the said suit by an order dated April 17, 2008 a learned Single Judge appointed a Special Officer to ascertain as to the persons in occupation of the said property. By an order dated April 28, 2008 the learned Single Judge recorded that the second defendant, (being SST Media) was in occupation of the said property and is running the office of a television news channel therefrom. The learned Single Judge directed SST Media to pay monthly occupation charges of Rs. 6,14,000/- to the respondent no. 2 and the latter will accept the same without prejudice to its rights and contentions. In 2009, one of the creditors of SST Media filed an application being C.P. No. 39 of 2009 praying of its winding up. By an order dated May 21, 2009, a learned Single Judge of this Court wound up SST Media and directed the Official Liquidator to take possession of all assets and properties of the company. The Official Liquidator, however, could not take possession of the assets and properties of SST Media, due to resistance put by the employees.
In August and October, 2009, two sets of employees of SST Media filed two separate applications, under 466 of the Companies Act, 1956, for revival of the company in liquidation through the fund to be provided by the appellant. By an order dated August 27, 2009 the learned Company Judge directed the Official Liquidator to visit the registered office of the SST Media at the said property, to make an inventory of the assets of the company. On the basis of interim orders passed in the said applications, the winding up proceeding was stayed and by depositing Rs. 2 crore with the Official Liquidator, the appellant started to carry on the business of SST Media from the said property.
The liability of SST Media, was about Rs. 73.61 crores. Ultimately, by an order dated January 08, 2010 the learned Company Judge he
