SENTHILKUMAR RAMAMOORTHY
Jumbo World Holdings Limited – Appellant
Versus
Embassy Property Developments Private Limited – Respondent
ORDER :
Senthilkumar Ramamoorthy, J.
1. The Petitioners are the controlling shareholders of a company, which was called Gordon Woodroffe Limited (GWL). The said company is said to be the owner of about 87 acres of land at Jameen Pallavaram. A Share Purchase Agreement dated 21 December 2005 (the SPA) was entered into between the Petitioners and the Respondent. In terms of the said SPA, the Petitioners agreed to sell a specified number of shares of GWL, which are defined as Sale Shares in the SPA, to the Respondent and the Respondent agreed to buy the same at the consideration specified in the SPA. In the SPA, the Petitioners, inter alia, provided a representation and warranty with regard to GWL's good and marketable title over the lands, without encumbrances. As a pre-requisite to closing/completion of the transaction, the Respondent was permitted to erect a fence around the immovable property of GWL. While such fencing was carried out, third-party obstructions were noticed by the Respondent. Therefore, the Respondent called upon the Petitioners, by letter dated 11.02.2006 (Ex. C-26), to clear such obstructions and ensure that the representation and warranty with regard to the immovab
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