IMPORTANT POINT
A suit under Order 37 CPC is maintainable if the claimed amount directly springs from a written document without further evidence.

JUDGMENT

Neena Bansal Krishna, J.

I.A. 18473/2019 (under Order 37 Rule 3(5) read with Section 151 CPC for seeking leave to defend and contest the abovementioned suit)

1. The application under Order 37 Rule 3(5) read with Section 151 of the Code of Civil Procedure, 1908, (hereinafter referred to as `CPC') has been filed on behalf of the defendants for seeking Leave to Defend and contest the above-mentioned suit'

2. The plaintiff herein had filed a summary suit under Order XXXVII CPC for recovery of Rs.24,95,01,346/- along with interest, in terms of the Memorandum of Understanding (MoU) dated 22.07.2016. It is submitted in the suit that the plaintiff is the world's largest food chain company with nearly 43,000/- restaurants in 135 countries across the globe. The plaintiff's restaurant brands are KFC, Pizza Hut and Taco Bell, which are the global repute for chicken, pizza and Mexican-style food categories.

3. Mr. Ashok Sharma, Defendant No. 3 and his representatives approached the plaintiff in the year 2004, to open and operate the franchisee stores for KFC at various places in the State of Punjab and Delhi. The franchisees stores were proposed by the defendant No. 3, to be operated by his companies-(i) AN Traders Private Limited (ANTPL)/defendant No. 1 and (ii) Silver Leaf Hospitality Private Limited (SLHPL)/defendant No. 2.

4. The defendant No. 3, Mr. Ashok Sharma executed various Agreements with the plaintiff in his capacity as Director of defendant Nos. 1 and 2 and also in his personal capacity. Specifically, in terms of Licensee Shareholder's Agreements executed by the defendant No. 3, he guaranteed due and punctual performance of all the obligations and liabilities of defendant Nos. 1 and 2, under various Agreements.

5. The parties entered into various Agreements to run the Franchisee business in the years 2004, 2005 and entered into the Licensee Shareholder's Agreement dated 12.04.2004 and 21.11.2005, Technology License Agreement, Trade Mark License Agreement, Tripartite Operating Agreement dated 29.07.2010 and 28 separate TLAs and TMAs for each outlet operated by the defendant Nos. 1 and 2. The defendant No. 3 was operating 27 outlets through defendant No. 1 and one outlet through defendant No. 2.

6. It is submitted that in the year 2010, the defendants started defaulting in payments which were contractually due to the plaintiff under the Agreements. On several occasions, the defendant No. 3 made false promises and gave undertaking to clear the outstanding payments but failed to do so.

7. In May, 2013, the defendant owed about INR 2.70 Crores (INR 1,35,95,358/- on account of continuing fee and an amount of Rs.1,34,05,724 on account of advertising contribution, to the plaintiff and the subsidiary Company. The defendants failed to clear the outstanding dues and the Notice of breach dated 08.07.2013 and 11.09.2013, were issued by the plaintiff to the defendant No.1 calling upon them to rectify the defaults and to make the outstanding payments. No response was received to any of these Notices.

8. The plaintiff was left with no option but to terminate the TLA for Rajouri Garden outlet vide Letter dated 25.11.2013. The defendant No. 3, in order to avoid termination on 27.11.2023, issued post-dates cheques for the amount of Rs.3,00,81,328/- towards the part payment of the amounts due to the plaintiff. On these assurances, the defendant No. 3 was continued to operate the Rajouri Garden outlet vide communication dated 28.11.2013. However, all the cheques on presentation were dishonoured. The plaintiff, therefore, terminated the TLA for the outlet at Kirti Nagar, New Delhi vide Letter dated 25.12.2013.

9. The defendant No. 3, in order to satisfy the outstanding payments, made a part payment of Rs.2 Crores on 03.01.2014. However, the defendants again defaulted in making the payment resulting in termination of 6 TLAs by the plaintiff vide Letters dated 13.01.2014 and 21.01.2014. On the assurances of the defendant No. 3 that it would clear the o