INOX LEISURE LIMITED Vs. PVR LIMITED

JUDGEMENT

(1.) The sole plaintiff has instituted this suit against the sole defendant, for (i) permanent injunction, to restrain the defendant from attempting to procure and/or attempting to induce a breach/termination of any agreement/arrangement between the third parties and the plaintiff in respect of non-functional properties of the plaintiff across India; (ii) permanent injunction, to restrain the defendant from entering into any agreement or arrangement with any third party in relation to any right/interest of the defendant with respect to non-functional properties across India i.e. where an agreement/arrangement for grant of property rights to the plaintiff has been executed but multiplex operations have not commenced; and, (iii) recovery of nominal damages of Rs.2,25,00,000/-.

(2.) It is inter alia the case of the plaintiff, (i) that the plaintiff is engaged in the business of running and operating multiplex cinemas at various locations in India and the defendant is a competitor of the plaintiff; (ii) that the plaintiff has been expanding its footprint to new locations, where the market of multiplex cinema is maturing and is thus presenting viable business opportunities for the plaintiff; (iii) that the plaintiff, on learning of development underway of a property by the name of Suraj Chanda Tara Cinemas in Amritsar, undertook a feasibility study of running a multiplex in the said locality and found it to be a financially profitable business opportunity; (iv) accordingly in or about July, 2017, the plaintiff entered into negotiations with the developer of the said property at Amritsar, for a long term agreement with respect to the property and held various meetings with the said developer; (v) the defendant was also negotiating with the said developer for entering into an agreement/arrangement with respect to the property under development; (vi) however subsequently it was the plaintiff which entered into a binding term sheet with the developer whereunder the developer agreed to lease the said property to the plaintiff for a period of 15 years; (vii) though the said term sheet provided for a main Transaction Document to be subsequently executed, but the same was a mere formality and the term sheet was otherwise binding on the plaintiff and the developer and the plaintiff also paid security deposit to the developer; (viii) the plaintiff thereafter, besides proceeding with drawing up of the main Transaction Document, also started to make investments in the project; (ix) the plaintiff learnt that the defendant was actively pursuing the developer for the purposes of entering into an agreement for the same property, despite the fact that the plaintiff had already executed a binding term sheet therefor; (x) though the plaintiff informed the defendant of having executed a binding term sheet with the developer at Amritsar and also asked the defendant to desist from pursuing the developer but the defendant did not respond and continued to induce the developer to breach the binding term sheet with the plaintiff; (xi) the defendant, in the past also had indulged in similar acts of interfering in agreements entered into or proposed to be entered into by the plaintiff with others, especially with respect to (a) property at Madurai and with respect whereto the plaintiff had also instituted a suit in New Delhi District Court and which suit was pending adjudication; and, (b) property at Juhu, Mumbai with respect whereto also the plaintiff had entered into a term sheet and paid security deposit and was in the process of obtaining possession when the defendant starting influencing and inducing the owner thereof to renege from its binding obligations under the term sheet executed with the plaintiff and of which also the plaintiff had informed the defendant and called upon the defendant to desist from interfering; (xii) that at the time when the plaintiff had started negotiating with respect to the property at Amritsar, neither the defendant nor the developer thereof had informed the plaintiff of any agreement already entered into by the defendant with the developer with respect thereto and the plaintiff learnt of the same from market sources much later; (xiii) that immediately after the plaintiff learnt of the agreement entered into by the developer at Amritsar with respect to the same property, with the defendant, the developer who had been remaining quite since the signing of the term sheet with the plaintiff, informed the plaintiff that the term sheet stood automatically terminated on account of plaintiff's failure to execute the main Transaction Document within the stipulated time; (xiv) the plaintiff believes that it was the defendant which illegally induced the developer at Amritsar to terminate the term sheet executed with the plaintiff; (xv) but for the defendant, the developer at Amritsar could not have terminated the term sheet with the plaintiff; (xvi) the defendant has thus interfered in the contractual relationship of the plaintiff with others, inspite of being aware of such contractual relationship; (xvii) the defendant is attempting to piggyback on the success of the plaintiff in identifying and procuring the agreements with respect to properties of others across India; (xviii) the conduct of the defendant has resulted in grave injury to the plaintiff, as a multiplex space is not substitutable and the plaintiff in each of the cases had already initiated steps for procuring manpower and equipment required for the proposed multiplex; (xix) the plaintiff has apprehension that the defendant would interfere with the legal rights of the plaintiff with respect to the non-functional property of the plaintiff at Juhu, Mumbai also; and, (xx) the plaintiff has also reliably learnt that the defendant is also attempting to procure breach of other existing agreements between the plaintiff and owners of various other properties of the plaintiff.

(3.) The suit, accompanied with an application for interim relief came up first before this Court on 1st May, 2018 when the defendant, on seeing the matter in the cause list appeared; though summons of the suit were issued but after hearing the counsels and giving detailed reasons, ad interim relief sought was declined.