N. RANJITHAM Vs. AQUATEX ENGINEERING

JUDGEMENT

(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 dtd. 7/2/2024 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 dtd. 20/7/2022 after receiving the balance sale consideration of Rs.5,47,94,101.00 and to execute a sale deed and alternatively praying to pay a sum of Rs.19,15,05,899.00 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 dtd. 20/7/2022, 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 dtd. 20/7/2012 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 dtd. 7/2/2024, 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 .