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2009 Supreme(Mad) 1375
High Court of Judicature at Madras
THE HONOURABLE MR. JUSTICE M. JEYAPAUL
Medscape Hospitals Pvt. Ltd., rep by its Authorised Signatory
Versus
Most. Rev. Dr. J. W. Gladstone Chairman & Others
O.A. Nos. 104 and 105 of 2009 in C.S. No. 118 of 2009
Decided on: 23-04-2009
For the Applicant:Nalini Chidambaram, Senior Counsel, R. Maheswari, Advocate.
For the Respondents:V. Prakash, Senior Counsel, M/s. Adrian D. Rozario, Advocates.
The main legal point established in the judgment is the interpretation of the rules governing the authority of the Bishop and Attorneys to enter into a joint development agreement, and the importance of obtaining valid and complete approval for such agreements.
Headnote:
Joint Development Agreement - Property Dispute - Rule 8(i) of the Church of South India Trust Association Manual, Rule 11(i) of the Church of South India Synod Rules - The court discussed the joint development agreement and the authority of the Bishop and other Attorneys to deal with the immovable property of the Church of South India Trust Association. The court interpreted the rules and found that the Bishop and Attorneys had the authority to enter into an agreement for the development of the property. However, the court also found that the approval for joint development was obtained based on a misrepresented resolution, and the joint venture agreement was not complete as it lacked the signature of another Attorney appointed by the second respondent.
Fact of the Case:
The applicant sought to restrain the respondents from canceling a joint development agreement for establishing a multi-speciality hospital on certain properties. The respondents contended that the Bishop acted without authority and misrepresented the approval for the joint development.
Finding of the Court:
The court found that the joint venture agreement was not complete as it lacked the signature of another Attorney appointed by the second respondent. The court also found that the approval for joint development was obtained based on a misrepresented resolution. As a result, the applicant failed to establish a prima facie case, and the balance of convenience was in favor of the second respondent.
Issues: The issues revolved around the authority of the Bishop and other Attorneys to enter into a joint development agreement, the validity of the approval obtained, and the completeness of the joint venture agreement.
Ratio Decidendi: The court's decision was based on the interpretation of the rules governing the authority of the Bishop and Attorneys, the validity of the approval obtained, and the completeness of the joint venture agreement.
Final Decision: The court dismissed the Original Applications, vacated the order of injunction, and found in favor of the second respondent.
Common Order:
1. Original Application No. 104 of 2009 is filed seeking to restrain the respondents from canceling, revoking, modifying or setting aside the joint development agreement dated 111. 2008 and the approval accorded by the second respondent for the joint development of the properties at Mysore, Hassan and Udupi.
2. Original Application No. 105 of 2009 is filed seeking to grant a temporary injunction restraining the respondents from in any way interfering with the peaceful possession and enjoyment of the suit property and also not to deal with the same in any manner detrimental to the interest of the applicant.
3. Brief contention of the applicant: -All the movable and immovable properties of the Church of South India are vested with the Church of South India Trust Association. There is a Managing Committee for the Church of South India Trust Association which manages and administers all the properties of the Church of South India. The Diocese of Church of South India in its Executive Working Committee Meeting that was held on 22. 2008 unanimously approved the proposal for the joint development of the property bearing door No. 15, Old No. 20, Government Guest House Road, Nazarbad, Mohalla, Mysore with Medscape Hospitals Private Limited, the applicant herein for establishment of multi-speciality hospital. The Mysore Area Council, in its meeting that was held on 13. 2008 also unanimously passed a resolution according approval for the joint development of the property in Mysore for establishing multi-speciality hospital by the applicant. The Diocesan Property Committee, in its meeting held on 4. 2008 also passed a resolution approving the joint development proposal of the property in Mysore. The Executive Committee Meeting of the Diocese that was held on 14. 2008 and subsequently on 5. 2008 also approved the proposal of the joint development property at Mysore with Meds cape Group. The Managing Committee of the Church of South India Trust Association, the second respondent herein, in its meeting that was held on 210. 2008, discussed the subject of the joint development proposal of the property at Mysore with Meds cape in detail and accorded approval for the joint development of the property at Mysore, Hassan and Udupi. The joint development agreement with Church of South India Trust Association was signed on 111. 2008. The possession of the said property was also delivered to the applicant. As per the terms of the agreement, a sum of Rs. 60, 00,000/- was remitted to the account of the second respondent on signing the said agreement. The 5th respondent has now called for a meeting of the Management Committee of the second respondent on 12. 2009. They have decided to cancel the joint development agreement dated 111. 2008 entered into between the applicant and the second respondent and also to revoke the approval given by the second respondent in its Management Committee Meeting that was held on 210. 2008 for the joint development of the property at Mysore. Though this joint development agreement was entered for the good human cause, the respondents, with a mala fide intention and ulterior motive, are obstructing the same. Hence, the reliefs as adumbrated in the applications are sought for.
4. The counter version of respondents 1 to 5 reads as follows:-
The property of the second respondent shall not be leased out mortgaged or sold out without prior sanction of the Working Committee of the Church of South India Trust Association. The 6th respondent, who is the Bishop of Karnataka Southern Diocese in the Church of South India, sent an official communication on 15. 2008 to the second respondent enclosing the relevant Minutes of the Executive Meeting of the Diocese that was held on 5. 2008. According to the extract of the Minutes sent by the second respondent, the Executive Committee passed a resolution accepting the joint development of hospital at Mysore also with the applicant. Therefore, a conditional permission
