CLARIDGES INFOTECH PVT LTD Vs. SURENDRA KAPUR

JUDGEMENT

(1.) The present judgment will govern two Motions for interlocutory relief in a suit for specific performance of a Memorandum of Understanding dated 17th January 2006. The pleadings being complete, the Motions have been taken up for hearing and final disposal with the consent of Learned Counsel.

(2.) The dispute in the present case relates to 29.4% of the shareholding of the Fifth Defendant which is held by the First to Fourth Defendants. The aforesaid Defendants together with a person by the name of M.H. Merchant and his family and a Company by the name of Asian Hotels Ltd., are the only shareholders of the Fifth Defendant. The Merchant family holds 19% of the share capital, while Asian Hotels Ltd., holds 52%. The Fifth Defendant is stated to have a claim on a plot of land admeasuring 31,000 sq.mtrs. or thereabouts situated near the International Airport Terminal at Sahar. On 31st August 2005, a Memorandum of Understanding was entered into between the Plaintiffs and Defendants 1 to 4 by which the Plaintiffs offered to purchase the shareholding of the latter at and for a consideration of Rs. 7.11 crores. The Plaintiffs were to deposit an amount of Rs.30 lakhs in escrow with their Solicitors and the offer by Defendants 1 to 4 was to remain firm for a period of 135 days. If the Plaintiffs failed to confirm the offer within the aforesaid period, the Memorandum of Understanding was to stand terminated and the amount held in escrow was to be returned to the Plaintiffs. Upon the confirmation of the offer, parties were to enter into a Share Purchase Agreement within 60 days of the date of confirmation.

(3.) A second Memorandum of Understanding was entered into between the parties on 17th January 2006. By the aforesaid MOU the price at which Defendants 1 to 5 agreed to sell their shareholding of 29.4% to the Plaintiffs was increased to Rs. 7.75 crores and the offer was to remain firm until 15th June 2006. The MOU was to stand terminated if the Plaintiffs failed to confirm the offer by the aforesaid date. In the event that the Plaintiffs confirmed the offer for acquisition, parties were to enter into a Share Purchase Agreement. The MOU postulated that there was no liability of the Fifth Defendant and the purchase consideration would stand proportionately reduced in the event that any liability was found. The Plaintiffs were to carry out due diligence of the Fifth Defendant upon the execution of the MOU.