SATISH JHA Vs. HEADSTRONG CONSULTING WORLDWIDE LTD.

JUDGEMENT

(1.) THIS petition have been filed by Shri Satish Jha, one of the partners to a joint venture agreement dated November, 1992 between M/s. James Martin Holdings Ltd. On the one hand, and Shri Satish Jha and Shri Anil Nagar, on the other. The petitioner places reliance on clause 8.1 of the agreement between the parties whereby under clause 8.1, James Martin Holdings Ltd. was prohibited from competing directly or indirectly with the joint venture in any shape or form within India. It had hereby covenanted not to enter into any other joint venture, collaboration or business/commercial/economic co -operation of any kind with any other party within India, without the express written approval of Shri Satish Jha and Anil Nagar (described as 'founders' under the agreement) which approval would not be unreasonably withheld. It was stipulated that this clause would apply to any or all of subsidiaries, associates or any other company which James Martin Holdings Ltd. may form in future. This Company is now known as Headstrong Consulting Worldwide Ltd. and has been so used before this Court. It is an undisputed fact that pursuant to this agreement, the parties had set up a joint venture company under the name and style of M/s. James Martin & Co. (India) Pvt. Ltd. The present petition was filed by the petitioner on the assertion that the respondent has attempted to conclude their merger/ acquisition with M/s. Techspan Inc, a private corporation headquartered in Sunnyville, California, USA which is an I.T. Consulting firm. It has been contended that this Company has a presence in India and also has a centre of excellence in India at Noida and offers world class development for maintenance, migration and integration facility to its clients.

(2.) THE petitioner submits that inasmuch as the respondent was overreaching and infringing its obligation under clause 8.1 and without taking written approval of the petitioner, was attempting to effect such a merger, the petitioner had sent a legal notice dated the 16th of June, 2003 to the respondent, Techspan as well as M/s. Merrill Lynch, the alleged financiers for the proposed deal between the respondent -Techspan. The submission is that in the reply the respondent did not specifically deny the fact that the respondent was in fact close to precipitating its deal with the respondent. According to the petitioner, the cause of action for filing the present petition arose on account of a publication in a premier consulting magazine "The Consulting Magazine" July -August, 2003 edition, on the "Passage to India". The petitioner points out that there is a mention in this publication that "nothing has more significance than the Indian acquisition" and that "the acquisition of an Indian firm may not be far off "

(3.) ON the plea that the petitioner was taking steps to invoke arbitration to resolve the disputes under Arbitration Clause 13.2 of the Joint venture agreement, the petitioner has prayed that before commencement of the arbitral proceedings, this court may protect and secure the petitioner's rights under the Joint Venture Agreement and prohibit the respondent from competing directly or indirectly with the joint venture in any shape or form within India and from entering into any other joint venture/collaborations or business/commercial/economic cooperation of any kind with any other party without the express written approval of the petitioner.