Pardeep Nandrajog, J.

1. The appellants: Dr. Arvinder Singh and Dr. Rajendra Kachhawa are residents of the city of Udaipur in the State of Rajasthan. Whereas the former has a degree in Medicine (Pathology), the latter has a degree in Radiology. Both of them belong to the medical profession and are registered with the respective body, without being registered with which, they would not be entitled to practice their vocation as a Pathologist and a Radiologist respectively. Treating them with respect the society calls them ‘Doctor Sahib’. The two are good friends and stand by each other in thick and thin.

2. The two entered into a partnership in the year 1999 and carried on business of a pathlab and diagnostic centre under the name and style ‘M/s. Amolak X-Ray and Diagnostic Centre’ in the city of Udaipur. In the year 2003 the two set up a company : ‘M/s. Piramal Diagnostic Services Pvt. Ltd.’ which took over the business of the partnership firm, but under the name ‘Wellspring Amolak Pathlab Diagnostic’, which was later on changed to ‘Piramal Amolak Diagnostics’.

3. The entire shareholding of the company was held by the appellants. The company acquired a plot of land in Udaipur on which a building was constructed. A pathlab and a diagnostic centre was set up therein.

4. The appellants incorporated the company M/s. Amolak Diagnostics Pvt. Ltd. 100% equity of which was held by them. On November 24, 2009 M/s. Amolak Diagnostics Pvt. Ltd. acquired the assets and liabilities of M/s. Piramal Diagnostics Services Pvt. Ltd. It was followed by a share purchase agreement dated January 21, 2011 under which the first respondent: Dr. Lal Pathlabs Pvt. Ltd. acquired all the shares of M/s. Amolak Diagnostics Pvt. Ltd. and took over the business and assets of M/s. Amolak Diagnostics Pvt. Ltd. This agreement has a non-compete covenant (10.4.1) which reads as under:-

“10.4.1 Non-Compete. From the Completion Date, the Sellers shall not, directly or indirectly, at any point of time, whether through partnership or as a shareholder, joint venture partner, collaborator, employee, consultant or agent or through relative or in any manner whatsoever, whether for profit or otherwise, carry on any business which competes directly or indirectly with the whole or any part of the business carried on by the Company on the Completion Date. The Sellers expressly agree that they shall not engage in any business which competes directly or indirectly with the Company, whether during the continuance of their agreement for providing their services to the Company or thereafter. It is hereby made clear that going forward at any point of time the Sellers whether they are associated or not with the Purchaser will engage directly or indirectly in any business which competes with the business of the Purchaser.”

5. It is apparent that there is a typographic error in the last sentence of the above noted paragraph for the reason the sentence ‘It is hereby made clear that going forward at any point of time the Sellers whether they are associated or not with the Purchaser will engage directly or indirectly in any business which competes with the business of the Purchaser’, literally read would mean that the sellers are bound to engage directly or indirectly in the business which competes with the business of the plaintiff. The word ‘not’has to be inserted between the words ‘will’ and ‘engage’, to read ‘will not engage’.

6. Simultaneously, the appellants executed Retainership Agreements dated January 21, 2011 with Dr. Lal Pathlabs Pvt. Ltd. in which the two agreed to work for Dr. Lal Pathlabs Pvt. Ltd. on the terms contained in the Retainership Agreement. The two agreed to render professional services to Dr. Lal Pathlabs Pvt. Ltd. for a minimum of three years. The two also agreed that for a period of five years thereafter they would not compete with the business of Dr. Lal Pathlabs Pvt. Ltd., and we note the relevant clause is identically worded in the two agreements which ap