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2020 Supreme(Del) 1472

IN THE HIGH COURT OF DELHI AT NEW DELHI
C. Hari Shankar, J.
Pearl Hospitality & Events Pvt Ltd - Appellant
Versus
Oyo Hotels And Homes Pvt Ltd - Respondent
Original Miscellaneous Petition (I) (Comm) No. 123 of 2020; Interlocutory Application No. 4644 of 2020
Decided On : 03-11-2020

Advocates Appeared:
Ankit Jain, Advocate, Ankur Jain, Advocate, Abhay Pratap Singh, Advocate, Jeevan Ballav Panda, Advocate, Satish Padhi, Advocate, Gaurav Sharma, Advocate

Headnote:

The Court held that the respondent was liable to pay liquidated damages to the petitioner for terminating the Management Services Agreement (MSA) during the lock-in period without any valid reason. The Court also directed the respondent to furnish security for the amount of liquidated damages.

Fact of the Case:

The petitioner had entered into a Management Services Agreement (MSA) with the respondent, whereunder the respondent was to run, operate and manage the petitioner's banquet hall. The MSA contained a lock-in period of 9 months, during which the respondent was required to pay a fixed monthly rent to the petitioner. The MSA also provided that the respondent could terminate the MSA during the lock-in period only in the event of a material breach of the MSA by the petitioner or if the petitioner failed to remedy the said breach within a period of 30 days from the date on which it was notified of the said breach. The respondent terminated the MSA during the lock-in period, alleging that the petitioner had failed to obtain the requisite licenses/approvals/permissions/NOCs. The petitioner denied the allegations and claimed that the respondent had terminated the MSA without any valid reason.

Finding of the Court:

The Court found that the respondent had failed to provide any specific details of the licenses/approvals/permissions/NOCs which the petitioner had failed to obtain. The Court also found that the respondent had not issued any notice to the petitioner, prior to terminating the MSA, informing the petitioner of any breach of the MSA. The Court held that the respondent had failed to establish any material breach of the MSA by the petitioner and that the termination of the MSA by the respondent was, therefore, unjustified.

Issues: Whether the respondent was liable to pay liquidated damages to the petitioner for terminating the MSA during the lock-in period without any valid reason.

Ratio Decidendi: The Court held that the respondent was liable to pay liquidated damages to the petitioner for terminating the MSA during the lock-in period without any valid reason. The Court relied on the following principles: * The termination of a contract during the lock-in period without any valid reason is a breach of contract. * A party who breaches a contract is liable to pay damages to the other party. * Liquidated damages are a pre-agreed amount of damages that are payable in the event of a breach of contract. * The purpose of liquidated damages is to compensate the non-breaching party for the losses suffered as a result of the breach. In the present case, the Court found that the respondent had breached the MSA by terminating it during the lock-in period without any valid reason. The Court also found that the liquidated damages clause in the MSA was a genuine pre-estimate of the damages that the petitioner would suffer as a result of the breach. The Court, therefore, held that the respondent was liable to pay liquidated damages to the petitioner.

Final Decision: The Court allowed the petition and directed the respondent to pay liquidated damages to the petitioner. The Court also directed the respondent to furnish security for the amount of liquidated damages.

JUDGMENT

C. Hari Shankar, J. - This petition, preferred by M/s Pearl Hospitality & Events Pvt. Ltd. under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as "the 1996 Act"), contains the following prayer clause:

    "In the aforesaid facts and circumstances, it is most humbly and respectfully prayed that this Hon''ble Court may kindly be pleased to:-

      (i) Direct the respondent to immediately handover the keys of property located at Floor 1 & 2, Plot C, Community Centre, Vivek Vihar, Phase-II, Delhi110095, admeasuring 15000 sq. ft. approximately (hereinafter referred to as the ''said property''), to the petitioner herein;

        (ii) Direct the respondent to pay to the petitioner an amount of Rs. 90,00,000/- (Rupees Ninety Lacs only), apart from applicable taxes, being the amount payable by the respondent to the petitioner herein for the months of December, 2019 till May, 2020, under the terms of the Management Services Agreement dated 04.09.2019;

          (iii) Direct the respondent to give Monetary Security to the extent of Rs.2,23,50,000/- to secure the amount to be Awarded, in favour of the petitioner and against the respondent herein;

            (iv) Restrain the Respondent, its Directors, Shareholders, Employees etc. from transferring , alienating or encumbering, in any manner whatsoever, any of the assets of Respondent Company;

              (v) Pass an order of attachment of the Bank Account of the Respondent No. 1 Company, to be disclosed by the Respondent No. l Company by way of an affidavit, being in its special knowledge, for an amount of Rs.2,53,50,000/-;

                (vi) Pass an ex-parte interim order in terms of prayers (i) - (v) above; and

                  (vii) Pass any other or further orders which may deem fit and proper in the facts and circumstances of the case."

                    Facts

                    2. The factual backdrop, in which the afore-extracted prayers have been made by the petitioner, may be briefly recited thus:

                    3. The petitioner had taken the property, located at the first and second floors, Plot-C, Community Centre, Vivek Vihar, Phase-II, Delhi-110095 (referred to, for the sake of convenience, as "the subject property") on lease from Mr. Sanjay Varshney, Mr. Raja Varshney and Mr. Jeevan Jyoti Kwatra.

                    4. Pursuant thereto, the petitioner established a banquet hall in the subject property, under the name and style of ''Navkaar Banquets'', which he claims to have been running since 2012.

                    5. On 4th September, 2019, the petitioner entered into a Management Services Agreement (hereinafter referred to as "the MSA") with the respondent, whereunder the respondent (who was designated as the "Service Provider" in the MSA), and who claimed to have been working in the hospitality industry for several years, undertook to run, operate and manage the aforesaid banquet hall, in the premises taken on lease by the petitioner (who was designated, in the MSA, as the "Lessee").

                    6. The clauses of the MSA have, in the MSA, been referred to as "Articles".

                    7. Articles 3 and 9 of the MSA, which constitute, essentially, the main subject matter of controversy in the present case, may be reproduced thus:

                      "ARTICLE 3: TERM

                        3.1 This Agreement shall commence from Execution Date and shall be valid for a period of 9 of this Agreement. The Parties shall extend the Term of this Agreement on mutual consent basis, in writing and to be signed by authorized representatives of both the Parties.

                          3.2 The Parties shall execute Handover Certificate in the format attached herewith as Schedule F Part B ("Hand over Certificate") on the date of execution/ handover of the Venue by the Lessee to the Service Provider. In case the Lessee fails to hand over the possession of the Venue to the Service Provider on the Handover Date (More particularly given under Annexure F), the Handover Date, Fit-Out Completion Date and Commencement Date denoted in Annexure F shall stand replaced by the Handover Date, Fit- Out Completion Date and Commencement Date denoted in Handover Certificate, for the purposes of this Agreement. Accordingl

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