AAT ACADEMY INDIA LIMITED Vs. TASNEEM PATEL

JUDGEMENT

(1.) THE Appeal arises out of the impugned Order dated 6.2.2015 of the learned Single Judge dismissing the Application of the Appellants/Plaintiffs in A. No. 1152 of 2014, for leave to sue at Chennai, predicated on a reasoning that the exclusion clause in the Agreement inter se the Appellants and the First Respondent disentitled the Appellants of such right. The First Appellant is a Public Limited Company engaged in the field of education and learning with the Second Appellant being its Founder and Managing Director. The First Appellant is stated to have been in the look out for funds for expansion in the year 2008 when the Second Appellant is stated to have met an investment banker where he was introduced to the Third & Fourth Respondent as the Founder and Promoter of the Second Respondent Company involved in the same nature of business. The 2nd to 4th Respondents are stated to have joined hands in the process of investment to be made with the First Appellant. A Memorandum of Understanding was executed on 18.7.2008. It is not necessary to get into the details of nature of the transaction, but suffice to say that as per the Appellants, the investment made by the Second Respondent was not in accordance with the Memorandum of Understanding.

(2.) IN April 2010, once again the Second Appellant was stated to be in need of financial assistance. When the Third Respondent promised financial arrangements for the Second Appellant through the First Defendant and the Second Appellant acted in good faith, though he claims that he never met the First Defendant. The Appellants claim that they were made to believe that some documents were required to be executed as Letter of Guarantee, as also Share Transfer Deed in respect of the Loan transaction, but were not supposed to act upon and these documents were to be held by the Third Respondent. A letter of guarantee was executed on 17.4.2010 and blank Share Transfer Deeds dated 13.4.2010 along with Bill of Exchange were sent to the Third Respondent. The financial assistance of Rs. 37,50,000 after deducting interest for a period of 90 days of loan was received by the Second Appellant which, however, could not be repaid on account of cash flow problems, though interest is stated to have been paid for the subsequent period. However, the First Defendant by Letter dated 3.10.2011, recalled the loan and sought to invoke, the pledge of one lakh shares.

(3.) THE opposition for leave to sue substantially arises out of the jurisdiction clause contained in the documents. Clause 18 of the guarantee in this behalf is reproduced as under: