The court upheld the specific performance of the share purchase agreement, emphasizing the enforceability of such contracts under the Specific Relief Act and the Sale of Goods Act. The court also rejected the respondent's counterclaim for damages, emphasizing the lack of seriousness and justification for the claim.

JUDGMENT

(Prayer: Appeal filed under Section 37 of Arbitration and Conciliation Act, 1996 read with Clause 13 of the Letters Patent Act, to set aside the order and decree dated 09.08.2018 made in O.P.No.781 of 2017 on the file of this Court)

T.V. Thamilselvi

1. The appellant has filed the above Original Side Appeal to set aside the order passed by the learned single Judge in O.P.No.781 of 2017 dated 09.08.2018.

2. The Brief facts of the case are as follows:-

(i) The respondent was a promoter of a company called Primex Scans and Labs Private Limited, believing his representation, the appellant/ financial investor invested a sum of Rs.1.5 Crores in the year 2011 in the said Primex Scans and Labs Private Limited. The appellant was allotted 1798 shares for the said investments of Rs. 1.5 Crores. After some time, the appellant wanted to quit the company and take back his investments. After deliberation and negotiations, the respondent agreed to buy-back the shares held by the appellant. According to the appellant, based on the settlement that was arrived between him and the respondent, a share purchase agreement dated 15.07.2015 was entered into between them and the respondent agreed to buy-back the shares held by the appellant for a consideration of Rs.1.5 Crores, which was the amount invested by the appellant, together with a sum of Rs.50,00,000/- being the return on the said investment. The appellant made a demand to the respondent for the payment of the balance sale consideration under the share purchase agreement dated 15.07.2015, for which, the respondent denied his liability. Therefore, the claimant/financial investor/appellant filed an application in Application No.2185 of 2016 before this Court under Section 9 of the Arbitration and Conciliation Act, 1996.

(ii) The promoter/respondent also filed a counter claim against the appellant before the Arbitrator and contended that the appellant was a money lender and was doing Kandhuvatti (Usurious Interest) business. The modus operandi of the appellant was that he develops his tacit friendship with the start up promoters and promises to invest in their business. If the business makes profit, then he sells his shares with dividend and makes a good profit of it. If it makes any loss, he blackmails, coerces and illegally extracts his money, back from the promoters with the exorbitant rate of interest.

(iii) The respondent submitted that the appellant approached the respondent and expressed his interest to invest in the Company. Accordingly, the appellant invested Rs.1.5 Crores, for which, certain shares were allotted to him. The appellant subscribed to the share capital of the company, after being satisfied with the company's business plan. The appellant started coercing the respondent and demanded that he should purchase his shares with exorbitant rate of interest. Several times the respondent informed the appellant that he had made an investment in the company and that investment was not a personal debt payable by the respondent. If the company makes a profit, as a shareholder, he will get his dividends and if the company make loss, the same has to be borne by all the shareholders of the company. The appellant started threatening the respondent to repay his money by purchasing his shares, with dire consequences. The respondent signed the share purchase agreement dated 15.07.2015 only under duress and coercion of the appellant and the respondent was made to part with a sum of Rs.50,00,000/- as advance to the appellant and for the balance amount, a cheque was taken from him with an assurance that the cheque will be deposited only after getting consent from the respondent.

(iv) Relying the terms of the alleged share purchase agreement, the respondent contended that the appellant will transfer the shares only if the respondent made the payment as per the share purchase agreement and it was clear that if the payment was not made, then no shares will be transferred. Contrary to