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2022 Supreme(Del) 1193
IN THE HIGH COURT OF DELHI AT NEW DELHI
Amit Bansal, J.
Vatech Global Co. Ltd. - Appellant
Versus
Unicorn Denmart Ltd & Ors. - Respondents
CS(Comm) 857/2017, CS(Comm) 1/2016 &
Decided On : 04-08-2022
Mr. Neeraj Grover with Ms. Meenakshi & Mr. Vikramaditya Singh, Advocates, for the Vatech Global Co. Ltd.; Mr. Gunjan Kumar with Mr. Navjeet Kumar Giri, Advocates, for the Unicorn Denmart Ltd & Ors.
Headnote:(A) Code of Civil Procedure, 1908 - Order XXXVII - Recovery suits - A summary suit was filed for recovery of amounts due under invoices for goods supplied; the defendant contested alleging breach of contract; the Court found that the plaintiff was entitled to recovery, as the invoices constituted a binding agreement. (Paras 1-2, 30, 71)
(B) Breach of Contract - The defendant alleged breach of Distributor Agreement; however, the court found no evidence of such a breach, and the agreement was determined to be not operational due to lack of extension. (Paras 31-46)
(C) Limitations - The suit filed by the defendant was deemed not barred by limitation as the breach occurred within the appropriate timeframe. (Paras 18)
(D) Procedural Issues - The court rejected procedural objections raised by the defendant concerning the plaint’s signing and verification, finding them curable and permissible. (Paras 60-69)
JUDGMENT
1. By this common judgment I shall decide both the captioned cross suits. CS(COMM) 857/2017 was filed on behalf of Vatech Co. Ltd. (hereinafter referred to as 'Vatech') as a summary suit under Order XXXVII of the Code of Civil Procedure, 1908 (CPC) seeking recovery of Rs. 2,77,26,742/- along with interest of Rs. 14,68,444/- computed from the due date till the date of filing of the suit along with pendente lite and future interest @ 14% per annum. CS(COMM) 1/2016 was filed on behalf of Unicorn Denmart Ltd. (hereinafter referred to as 'Unicorn') for recovery of Rs. 4,01,00,000/- towards damages for breach of agreed terms by Vatech along with future interest @12% per annum.
2. It has been pleaded on behalf of Vatech in CS (COMM) 857/2017 that:
(i) Vatech is an international company incorporated under the laws of Republic of Korea and is one of the world's leading manufacturers of high-tech dental 2D and 3D digital imaging equipment and software.
(ii) Vatech exports its product to more than twenty countries across the world.
(iii) Mr. Shammi Gumbhir, defendant No. 2, is the Managing Director of Unicorn and the defendants No. 3 and 4 are the directors of Unicorn. Unicorn is in the business of providing goods and services in India in respect of dental equipment.
(iv) Vatech and Unicorn were doing business with each other since 2009, in terms of which Vatech was supplying dental devices to Unicorn to market and sell them in India.
(v) As per the agreed payment terms, 50% of the amount was required to be paid in advance by Unicorn and the balance 50% within two months from the date of Bill of Lading.
(vi) Between September and December, 2014, Unicorn placed purchase orders on Vatech for supply of the following goods:
(a) 132 sensors via e-mail on 14th October, 2014.
(b) 28 OPG(PaX-i) and 28 Sensors via e-mail on 11th November, 2014.
(c) 10 PaX-i and 4 PaX-i SC via e-mail on 1st December, 2014.
(d) 250 sensors via e-mail on 19th December, 2014.
(vii) Based on the aforesaid purchase orders Vatech raised the following proforma invoices on Unicorn:
S.No. | Date of Invoice | Commercial Value |
1. | 15th October, 2014 | USD 176,250.00 |
2 | 31st October, 2014 | JPY 28,320,600.00 |
3. | 25th November, 2014 | USD 317,300.00 |
4. | 26th November, 2014 | JYP 18,525,234.00 |
(viii) Unicorn released 50% of the amounts based on the aforesaid proforma invoices.
(ix) Accordingly, Vatech executed the orders and raised the following commercial invoices:
S.No. | Date of Invoice | Total Commercial Value | INR |
1. | 29th October, 2014 | USD 176,250.10 | 1,11,03,756.30 (@ 63.00) |
2. | 19th November, 2014 | JPY 28,320,600.00 | 1,47,26,712.00 (@ 0.52) |
The terms of the payment were duly mentioned in the aforesaid proforma invoices as well as the aforesaid commercial invoices.
(x) The goods in respect of the aforesaid invoices for which 50% payments were received, were duly dispatched by Vatech to the defendants and were delivered to the defendants as per schedule.
(xi) As per the agreed payment terms, the balance payment of 50% in respect of the aforesaid invoices was to be paid within 60 days of the Bill of Lading, however, Unicorn failed to make the said payment.
(xii) Various reminders were sent by Vatech to Unicorn. However, Unicorn failed to pay the amount.
(xiii) Vatech sent a legal notice dated 6th May, 2015 to Unicorn calling upon them to clear the unpaid invoices. However, Unicorn failed to clear the same.
3. Summons in the suit were issued on 2nd July, 2015. Leave to defend was filed on behalf of the defendants and vide judgment dated 30th May, 2017, conditional leave was granted to Unicorn, upon Unicorn depositing the amount claimed in the suit i.e. Rs. 2,77,26,742/- before the Registrar General of this Court within six weeks. The aforesaid judgment was challenged by Unicorn before a Division Bench of this Court and vide judgment dated 14th March, 2018 the order of the learned Single Judge was modified and Unicorn was directed to furnish security to the extent of Rs. 2,77,26,742/-, to the satisfaction o
