PRASMAL M LODHA Vs. RANGANATH SOMANI

JUDGEMENT

(1.) The Plaintiff has taken out this Notice of Motion for an order directing Defendant No.4 the escrow agent to furnish him a copy of an MOU dated 11.10.1994 and copies of share certificates and transfer deeds in respect of a company, Shreenivas Cotton Mills Limited and for an order directing Defendant No.4 to deposit the original MOU, share certificates and transfer deeds in Court. The Plaintiff has also sought an order staying all actions on the part of Defendant Nos.1 to 3 contrary to the MOU or disposing of, parting with possession of or inducting any third party or creating any third party rights or interest in the controlling block of shares (51%) of the said company, numbering 56,978. The Plaintiff has also sought a right of first refusal for the grant of development rights in respect of the property of the company situated at Mumbai.

(2.) Defendant Nos.1, 2 and 3 are the members of the Somani family. Defendant No.4 with whom the said documents were kept in escrow, is a solicitor and a partner of M/s.Kanga & Company. Defendant No.5 is one H.S.Merchant. According to the Plaintiff, Defendant No.5 has assigned his rights under the MOU to him. The suit is filed for specific performance of the said MOU dated 11.10.1994 and for an order directing Defendant No.4 to furnish copies of the MOU, share certificates and transfer deeds.

(3.) There is no dispute that the MOU dated 11.10.1994 had been executed. According to the Plaintiff, the said MOU provided that the parties thereto would jointly prepare a scheme of arrangement or a compromise for the revival of the company which was put into liquidation by this Court. The Plaintiff further states that it was agreed that subject to sanction of the scheme by this Court, Defendant Nos.1, 2 and 3 would transfer to the Plaintiff and his associates atleast 51% shares of the company in consideration of "a certain sum of money" upon the signing of the MOU, which was payable and thereafter to provide requisite financial assistance for carrying out the revival as contemplated by the scheme formulated by the parties thereto.