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2019 Supreme(Mad) 2203
IN THE HIGH COURT OF JUDICATURE AT MADRAS
T. RAVINDRAN, J.
Sandeep Mehta, Director, Jain Housing & Constructions Limited, Chennai & Another – Petitioner
Versus
Rani Paul, Represented by her husband G. Paul Vijayarajan – Respondent
A.S. No. 888 of 2012
Decided On : 18-11-2019
For the Appellant :V. Kuberan for M/s. Rank Associates, Advocates.
For the Respondent:S.P. Chockalingam, Advocate.
Headnote:
Civil Procedure Code - Section 96 - Contract Act - Section 19 - Against the defendants - Joint Venture and Development Agreement - Recovery of the suit amount - Whether the plaintiff is entitled to recover suit sum from defendants with interest as claimed in plaint - Whether plaintiffs suit is bad for of parties as put forth by defendants - Agreement stipulates only for refund of interest - Case of plaintiff in brief is that second defendant is a builder and flat promoter, of which, the first defendant is the Executive Director second defendant had published an advertisement in the newspaper and called for Joint Venture and Development of Flats in and the plaintiff being the owner of the property situated at Crawford Colony Main Road Village also interested in developing her property, met the defendants and after negotiation, the first defendant, on behalf of the second defendant promised to construct and complete the flats with an aggregate super built up area of with proportionate undivided share in plaintiffs land to be retained by plaintiff as consideration for the arrangement entered into between the parties and on the basis of the understanding – Held, When cancellation deed stands valid as on date and not set aside by the plaintiff by seeking appropriate reliefs with reference to the same, in such view of the matter, neither the plaintiff nor the defendants could be allowed to adduce the evidence contrary to the recitals found in the cancellation deed and in such view of the matter, when the cancellation deed recites that the same had been brought about due to mutual reasons as agreed to between the parties thereto, resultantly, neither the reasons adduced by the plaintiff nor the reasons projected by the defendants for the cancellation of the Joint Venture and Development Agreement and the execution of the cancellation deed can be assessed and determined and on that score also, it has to be held that the plaintiffs suit, as such, is not maintainable for claiming the damages from the defendants based on the cancellation deed - Defendants have taken the plea that the suit is bad for of parties. From the materials available on record, it is found that the second defendant being a company and the plaintiff having entered into the Joint Venture and Development Agreement only with the second defendant and also the cancellation deed had also been effected only between plaintiff and the second defendant, in such view of the matter, when the first defendant, as such, is not directly associated with documents, even though he may be a Director of the second defendant, however when no personal liability could be attributed against the first defendant for the acts alleged by the plaintiff, in such view of the matter, as rightly contended by the defendants plaintiffs suit is bad for of the first defendant trial Court had proceeded to hold that the first defendant being a Director of the second defendant company and had also dealt with the plaintiff on behalf of the second defendant, he is also necessary party to the suit - Even accepting of trial Court at most first defendant would only be a proper party, he having negotiated on behalf of the second defendant with the plaintiff, however, it is found that no personal relief could be prayed for by the plaintiff against the first defendant as such and trial Court had erred in not considering aspects in the right perspective and found to have erroneously granted the decree in fever of plaintiff jointly against the defendants – Appeal dismissed
JUDGMENT :
(Prayer: First Appeal has been filed under Section 96 of the Civil Procedure Code against the Judgment and Decree dated 30.11.2010 passed in O.S.No.8771 of 2010 on the file of the Additional District Judge, Fast Track Court No.1, Chennai.)
1. Aggrieved over the Judgment and Decree dated 30.11.2010 passed in O.S.No.8771 of 2010 on the file of the Additional District Judge, Fast Track Court No.1, Chennai, the defendants have preferred the first appeal.
2. For the sake of convenience, the parties are referred to as per their rankings in the trial Court.
3. Suit for recovery of money.
4. The case of the plaintiff in brief is that the second defendant is a builder and flat promoter, of which, the first defendant is the Executive Director. The second defendant had published an advertisement in the newspaper and called for Joint Venture and Development of Flats in Trichirappalli and the plaintiff being the owner of the property situated at Plot No.18, Crawford Colony Main Road, Abhisekhapuram Village, Trichirapalli, also interested in developing her property, met the defendants and after negotiation, the first defendant, on behalf of the second defendant, promised to construct and complete the flats with an aggregate super built up area of 30% with proportionate undivided share of 30% in the plaintiff's land to be retained by the plaintiff as consideration for the arrangement entered into between the parties and on the basis of the abovesaid understanding, the plaintiff entered into a Joint Venture Agreement on 17.04.2002 with the second defendant and as per the agreement, the plaintiff had deposited all the title deeds of her property with the second defendant's office and handed over the possession of the property to the defendants enabling them to fulfill the object of the Joint Venture Agreement. The plaintiff had also executed a power of attorney for the said property in favour of R.Vasudevan, the second defendant's representative and the defendants had also paid the plaintiff a sum of Rs.12,00,000/- as interest free refundable security deposit. As per the terms of the agreement, the defendants have to complete the construction of flats within 18 months and the time is the essence of the contract. To the shock and dismay of the plaintiff, no construction work was put up by the defendants and no endeavour was also made by them whatsoever to fulfill the obligations under the agreement and on the plaintiff questioning the defendants, it was informed to the plaintiff by the defendants that they have no intention of developing the property and directed the plaintiff to take back all her title deeds by repaying the interest free security deposit. Thus, the defendants have committed breach of contract, left with no other alternative, the plaintiff published advertisement in the newspaper for the disposal of her property and though many prospective purchasers approached the plaintiff qua the purchase of the property, they were reluctant to deal with the property as the original title deeds are with the second defendant and the plaintiff had prepared to pay the interest free security deposit to the defendants to get back her original documents and for the cancellation of the Joint Venture and Development agreement based on the first defendant's consent to hand over the title deeds and sign the cancellation agreement, based on the same, the plaintiff has made all arrangements and she also planned to travel abroad to take care of her daughter, who is in the family way. Taking advantage of the plaintiff's precarious situation, at the last moment, the defendants had not come forward to sign the cancellation agreement and not handed over the original title deeds and on the other hand, demanded and blackmailed the plaintiff that a sum of Rs.2,16,000/- to be paid in cash to them as interest calculated at the rate of 18%, failing which, they will not sign the cancellation deed and return the title deeds. However, the Joint Venture Agreemen
