IMPORTANT POINT
The main legal point established in the judgment is the criteria for determining a necessary party in a suit for specific performance, particularly in the context of the petitioner's status as a third party to the sale agreement.

JUDGMENT :

V. SIVAGNANAM, J.

Prayer: Civil Revision Petition filed under Article 227 of the Constitution of India to set aside the order and decreetal order in C.F.R. No. 344 and 429 of 2024 in un-numbered IA of 2024 in C.O.S. No. 110 of 2023 dated 07.02.2024 passed by the Judge, Commercial Court, Coimbatore and thereby allow the above Revision.

1. The civil revision petition is filed to set aside the order and decreetal order in C.F.R. No. 344 and 429 of 2024 in un-numbered IA of 2024 in C.O.S. No. 110 of 2023 dated 07.02.2024 passed by the Judge, Commercial Court, Coimbatore.

2. The revision petition is the third party in COS No. 110 of 2023. The suit has been filed by the first respondent/plaintiff against the second and third respondents/defendants with a prayer for specific performance of Memorandum of Understanding dated 20.07.2022 after receiving the balance sale consideration of Rs. 5,47,94,101/- and to execute a sale deed and alternatively praying to pay a sum of Rs. 19,15,05,899/- with 24% interest besides permanent injunction against the defendants not to induct any third party into the possession.

3. According to the petitioner, she is one of the Directors of second respondent/first defendant company i.e. M/s. Real Link Engineering India Private Limited and she participated in the day to day appearance of the first defendant company as one of the Directors. She came to know about the alleged Memorandum of Understanding dated 20.07.2022, which was created by the first respondent/plaintiff without her knowledge as if the second and third respondent defendant are vendors of the suit properties to the first respondent/plaintiff herein. Taking advantage of her innocence and financial crisis during the lock down period, Covid-19 and misunderstanding between herself and the third respondent herein, the first respondent/plaintiff has created the alleged Memorandum of Understanding dated 20.07.2012 in order to grab the suit properties for paltry sum and did not get any concurrence to enter into contract. Therefore, to save the property, she is necessary and proper party in the original suit, without her presence, the respondents are not entitled to get any remedy. Therefore, she sought to implead her as one of the defendants in the suit, which was dismissed by the learned judge by passing the order dated 07.02.2024, on the ground that all the Directors need not be impleaded as a party and the first defendant being represented by the Managing Director and the property is not in the name of second defendant, he is not personally liable and the personal property is not the subject matter. The Managing Director of the company is contesting the suit on behalf of the first defendant company. The company being the legal entity, its members or directors are not personally liable to the creditors of the company. Challenging the said order, the petitioner has filed the present civil revision petition .

4. Learned counsel for the petitioner submitted that the order passed by the learned Judge is against the law and probabilities of the case. The Learned Judge has failed to notice the provisions contained in the Memorandum of Understanding and the Articles of Association of the first defendant company, which provides for increased involvement of the Board of Directors does not provide for unilateral discharge of powers by the Managing Director without the consent of the Board of Directors and expect the presence of at least two directors and signature of the directors subscribed to every page, to which the seal of the company is affixed in their presence. Thus, pleaded to set aside the impugned order and to allow the revision. To support his case, he relied upon judgment of the Hon'ble Supreme Court in the case of Mumbai International Airport (P) Ltd. vs. Regency Conventional Centre and Hotels (P) Ltd. 2010 (7) SCC 417.

5. Learned Senior Counsel appearing for the first respondent supported the impugned order and further contended that in this