TEAM CODE-A7

THE HONBLE COMMERCIAL COURT OF DELHI

IN THE MATTER OF:

MR. SWARN KUMAR

PLAINTIFF

V.

MR. AKHIL SINGHAL

DEFENDANT

PLAINT FILED UNDER SECTION 6 OF COMMERCIAL COURTS, COMMERCIAL DIVISION AND

COMMERCIAL APPELLATE DIVISION OF HIGH COURTS ACT, 2O15

WRITTEN SUBMISSIONS ON BEHALF OF THE PLAINTIFF

 TABLE OF CONTENTS

S. NO. PARTICULARS PAGE NO.

1. LIST OF ABBREVIATIONS (ii)
2. INDEX OF AUTHORITIES (iv)
3. STATEMENT OF JURISDICTION (vi)
4. STATEMENT OF FACTS (vii)
5. ISSUES RAISED (vii)
6. SUMMARY OF ARGUMENTS (ix)
7. ARGUMENTS ADVANCED 1-18
I. WHETHER THE DELHI COMMERCIAL COURT HAS JURISDICTION

TO ENTERTAIN THE MATTER OR NOT? 1

1.1 THAT THE DISPUTE IS IN THIS SUIT IS A COMMERCIAL DISPUTE. 1
1.2 THAT IT IS UNDER THE TERRITORIAL JURISDICTION OF THE

DELHI COMMERCIAL COURT. 3

1.3 THAT PECUNIARY JURISDICTION ARISES IN COMMERCIAL

COURT. 4

II. WHETHER THE CONTRACT SIGNED BY MR. SWARN KUMAR WAS

5
A VALID CONTRACT OR NOT?

2.1 THAT MR. SWARN KUMAR WAS NOT COMPETENT TO SIGN THE
5
AGREEMENT.
6
2.2 THAT MR. KUMAR WAS IN A STATE OF DRUNKENNESS.

2.3 THAT MR. KUMAR LOST HIS ABILITY TO MAKE RATIONAL

7
DECISIONS.

III. WHETHER THE AGREEMENT SIGNED BETWEEN MR. KUMAR AND 8

MR. SINGHAL IS ENFORCEABLE OR NOT?
3.1 THAT THE OBJECT OF THE AGREEMENT SIGNED BETWEEN MR . 8
KUMAR AND MR. SINGHAL WAS UNLAWFUL.
3.2 THAT THE OBJECT OF THE AGREEMENT SIGNED BY MR . 10
KUMAR WAS IMMORAL.
3.3 THAT THE AGREEMENT SIGNED BY MR. KUMAR WAS AGAINST 11
PUBLIC POLICY.

(i)
 IV. WHETHER INJUNCTION SHOULD BE GRANTED AGAINST MR.
SINGHAL FROM SELLING MAJORITY OF THE SHARES OF THE 13
COMPANY IN THE PRESENT CASE?

4.1 THAT MR. KUMAR IS STILL THE OWNER OF THE SHARES. 13

4.2 THAT TEMPORARY INJUNCTION SHOULD BE GRANTED. 15
4.3 THAT THE PLAINTIFF WOULD SUFFER IRREPARABLE INJURY IF 16
HIS PRAYER FOR TEMPORARY INJUNCTION IS NOT GRANTED.

4.4 THE BALANCE OF (IN)CONVENIENCE IS IN FAVOUR OF THE 16

PLAINTIFF.

8. PRAYER (xii)

(ii)
 LIST OF ABBREVIATIONS

S. NO. ABBREVIATION FULL FORM

1. & And
2. Section
3. Paragraph
4. AIR All India Reporter
5. Anr. Another
6. CPC Civil Procedure Code
7. ed. Edition
8. HC High Court
9. Honble Honorable
10. Ltd. Limited
11. Ors. Others
12. Pvt. Private
13. r/w Read with
14. SC Supreme Court
15. SCC Supreme Court Cases
16. SCJ Supreme Court Journal
17. SCR Supreme Court Reporter
18. S. Section
19. Supp. Supplementary
20. u/s Under section
21. v. Versus
22. Vol. Volume
23. BAC Blood Alcohol Content

(iii)
 INDEX OF AUTHORITIES

TABLE OF CASES

AMERICANCYANAMID CO. V.ETHICON LTD 1975 AC 396..17

BEST SELLERS RETAIL V. ADITYABIRLA (2012) 6 SCC 792...14

INDERSINGH V. OARMESHWARDHARI SINGH, A.I.R. 1957 PAT AT PP 492-93...7

KISHORESINH V. MARUTI CORP. (2009) 11 SCC 229....14

MAHESHCHANDRA V. REGIONAL MANAGER, U.P.F.C., J.T. 1992 (2) SC 326...10

NUTANKUMAR V. SECOND ADDITIONAL JUDGE, BANDA, A.I.R. 1994 ALL 298....10

NUTANKUMAR V. SECOND ADDITIONAL JUDGE, BANDA, A.I.R. 1994 ALL 298....12

NUTANKUMAR V. SECOND ADDITIONAL JUDGE, BANDA, A.I.R. 1994 ALL 298....13

OIL AND NATURAL GAS CORP. V. SAW PIPES LIMITED 2003(5) SCC 705.....13

SUPRIYACHOWDHARYSARCAR V. MST. HAFIZA BEGUM AND ANR, 2016(3) CAL. L.T. 192.16

YOGENDRASINGH V. PREMLATA AND ANR 2014(11) RCR 1178.6

STATUTES REFERRED

1. THE COMPANIES ACT, 2013

2. THE COMPANIES ACT, 1956

3. THE CODE OF CIVIL PROCEDURE, 1908

4. THE INDIAN CONTRACT ACT, 1872

5. THE TRANSFER OF PROPERTY ACT, 1882.

BOOKS AND COMMENTARIES REFERRED

1. R.K. BANGIA, SPECIFIC RELIEF ACT, ALLAHABAD LAW AGENCY, THIRD EDITION, 2013.

(iv)
2. MULLA, THE INDIAN CONTRACT ACT, ELEVENTH EDITION, H. S. PATHAK, 1999.

3. R. K. BANGIA, INDIAN CONTRACT ACT , FOURTEENTH EDITION, ALLAHABAD LAW AGENCY, 2013.

4. THE COMPANY LAW MANUAL 1927-2012 ; VOL.1 (LEXISNEXIS, BUTTER WORTHS WADHWA NAGPUR).

5. CIVIL PROCEDURE WITH LIMITATIONS ACT, 1963, C.K. TAKWANI, ESTERN BOOK COMPANY, SEVENTH

EDITION, 2016.

6. RAVIPULIANI; MAHESHPULIANI ; COMPANIES ACT 2013 WITH COMMENTS (BHARAT LAW HOUSE PVT.

LTD., 20TH ED. 2014).

7. BMPRASAD, THE CODE OF CIVIL PROCEDURE BY SIR DINSHAHPARDUMJIMULLA (LEXISNEXIS

BUTTERWORTHSWADHWA NAGPUR,18TH ED. REPRINT 2012)

8. SIR JOHN WOODROFFE; AMEERALIS , COMMENTARY ON CODE OF CIVIL PROCEDURE, 1908 (DELHI

LAW HOUSE 5TH ED., 2011)

9. JUSTICE A.KNANDI ; JUSTICE S.PSENGUPTA, THE CODE OF CIVIL PROCEDURE (KAMAL LAW HOUSE ,

KOLKATA ; VOL.2 2004)

10. VINAY KUMAR GUPTA THE CODE OF CIVIL PROCEDURE (LEXISNEXIS BUTTER WORTHS WADHWA

NAGPUR 14TH ED. 2005)

LEGAL LEXICONS REFERRED :

1. BRYAN A. GARNER, BLACKS LAW DICTIONARY (8th ed. 2001).

2. OXFORD ENGLISH DICTIONARY (2nd ed. 2009).

3. MISH F.C., MERRIAM-WEBSTERS COLLEGIATE DICTIONARY (11TH ED., 2003)

WEBSITES REFERRED

1. www.manupatra.com

2. www.legalservicesindia.com

3. www.mca.gov.in

4. www.indiankanoon.org

(v)
 STATEMENT OF JURISDICTION

The Honble Commercial Court of Delhi has the jurisdiction to hear this case under Section 6 of
The Commercial Courts, Commercial Divisions and Commercial Appellate Division of High Courts
Act, 2015. Section 6 of The Commercial Courts, Commercial Divisions and Commercial Appellate
Division of High Courts Act, 2015 states as:
1. The Commercial Court shall have jurisdiction to try all suits and applications relating to a
commercial dispute of a Specified Value arising out of the entire territory of the State over
which it has been vested territorial jurisdiction.

Hence the jurisdiction of this commercial court is invoked under Section 6 of The Commercial
Courts, Commercial Divisions and Commercial Appellate Division of High Courts Act, 2015.

(vi)
 STATEMENT OF FACTS

I
INCEPTION OF CASE SCENARIO

1. Mr. Swarn Kumar, businessman from Delhi with a company of 30 crores dealing in ice cubes, went
on a trip to Goa with his lawyer friend, Mr. Aditya Sahni.

II
CAUSE OF ACTION

1. He lost Rs. 3 crores in poker at Casino Royale, an offshore casino in Goa.

2. Desperate for more money, Mr. Kumar signed a pre- written agreement with Mr. Akhil Singhal
(money lender of the casino) for a loan of Rs. 5 crores on 03.10.2016.
3. The video from the casino shows that Mr. Kumar had consumed eight alcohol beverages (8x30ml)
prior to signing the contract.
4. The agreement contained a clause for paying back double the loan amount(Rs. 10 crores) at the
table and in default, he would sign over his majority shares in his company as security.
5. At 2 a.m. on 04.10.2016. Mr. Kumar lost all his money and being unable to return Rs. 10 crores at
the table, lost majority shares of his company.
6. Mr. Kumar immediately contacted Mr. Aditya, who then contacted Mr. Singhal to to take double
the loan but not the majority shares of the company.
7. But Mr. Singhal refused and immediately after acquiring majority shares of the company, he signed
a contract with a Delhi based company, A & M Pvt. Ltd. For selling majority shares of the
company.

III
INSTITUTION OF SUIT

1. Mr. Sahni on behalf of Mr. Kumar has filed a civil suit before Delhi Commercial Court to prevent

Mr. Singhal from taking over the company.

(vii)
 ISSUES RAISED

ISSUE I

WHETHER THE DELHI COMMERCIAL COURT HAS THE JURISDICTION TO ENTERTAIN THE MATTER OR

NOT?

ISSUE II

WHETHER THE CONTRACT SIGNED BY MR. SWARN KUMAR WAS A VALID CONTRACT OR NOT?

ISSUE III

WHETHER THE AGREEMENT SIGNED BETWEEN MR. KUMAR AND MR. SINGHAL IS ENFORCEABLE OR

NOT?

ISSUE IV

WHETHER AN INJUNCTION SHOULD BE GRANTED AGAINST MR. SINGHAL FROM SELLING MAJORITY OF

THE SHARES OF THE COMPANY IN THE PRESENT CASE OR NOT?

(viii)
 SUMMARY OF ARGUMENTS

1.
WHETHER THE DELHI COMMERCIAL COURT HAS JURISDICTION TO ENTERTAIN
THE MATTER OT NOT?

This case is a commercial dispute coming under territorial and pecuniary jurisdiction of the
Delhi commercial court.
2.

WHETHER THE CONTRACT SIGNED BY MR. SWARN KUMAR WAS A VALID

CONTRACT OR NOT?

Mr. Swarn Kumar was not competent to sign an agreement under section 11 of The Indian Contract
Act, 1872 as he was in the state of drunkenness and could not think rationally.
3.

WHETHER THE AGREEMENT SIGNED BETWEEN MR KUMAR AND MR SINGHAL IS

ENFORCEABLE OR NOT?

The object of the agreement signed by Mr Kumar was unlawful under Section 23 of The Indian
Contract Act, 1872, it was immoral, and was against public policy.
4.

WHETHER INJUNCTION SHOULD BE GRANTED AGAINST MR SINGHAL FROM

SELLING MAJORITY OF THE SHARES OF THE COMPANY IN THE PRESENT CASE

OR NOT?

Temporary injunction should be granted against Mr. Singhal from selling majority of the
shares of the company as Mr. Kumar is still the owner of the shares. If injunction is not
granted Mr. Kumar will suffer irreparable injury and more inconvenience than Mr. Singhal
would if temporary injunction is granted.

(ix)
 ARGUMENTS ADVANCED

MOST RESPECTFULLY SHOWETH:

1. WHETHER THE DELHI COMMERCIAL COURT HAS JURISDICTION TO

ENTERTAIN THE MATTER OR NOT?

1. It is humbly submitted before this Honble Court that the matter in the present
case is under the jurisdiction of the Delhi Commercial Court.1 Mr. Swarn Kumar,
an influential businessman from Delhi with a company of worth Rs. 30 crores,
signed an agreement with Mr. Akhil Singhal (money lender of the casino) for
borrowing a loan of worth Rs.5 crores with a promise to payback Rs. 10 crores at
the table. He signed over his majority shares in his company as security.

1.1 That the dispute in this suit is a commercial dispute.

2. It is humbly submitted before the Honble Court that Mr. Swarn Kumar is an
influential businessman from Delhi with a company of 30 crores, dealing in ice
cubes. He signed an agreement with Mr. Akhil Singhal (moneylender of the
casino) at Casino Royale, Goa. Mrs. Kumar had a loan from Mr. Singhal worth
Rs. 5 crores on the condition to payback 10 crores at the table. He failed to do so
and lost majority shares of his company, which he had signed for security, to Mr.
Singhal. Mr. Singhal, after acquiring the shares, contracted with another company
A&M Pvt. Ltd. for the sale of shares.
3. The Commercial Courts, Commercial Division And Commercial Appellate
Division Of High Courts Act, 2015 has the following relevant provisions:

1
The Commercial Courts, Commercial Division and Commercial Appellate Division of High Courts Act, 2015.
1
Section 6 states that the commercial court has the jurisdiction to try all the suits of
commercial disputes with specified values arising within its territorial jurisdiction.

Section 2 (c) commercial dispute means a dispute arising out of-

(i) Ordinary transaction of merchants, banker, financiers, and traders such as those
relating to mercantile documents, including enforcement and interpretation of such
documents.

4. In the present case, the majority shares of the company were pledged by Mr.
Kumar as security for the loan of Rs. 5 crores that was advanced by Mr. Singhal.
This was an agreement for the transfer of shares which is ordinary transaction
made by ice cube trader/dealer Mr. Kumar. This constitutes it to be a commercial
dispute.
5. Section 2(i) Specified Value, in relation to a commercial dispute, shall mean
the value of the subject-matter in respect of a suit as determined in accordance
with section 12 which shall not be less than one crore rupees or such higher value,
as may be notified by the Central Government.
6. Section 12(1) Specified value if the subject-matter of a commercial dispute in a
suit, appeal, or application shall be determined in the following matter-

(b) where the relief sought in a suit, appeal or application relates to movable property
or to a right therein, the market value of the movable property as on the date of filing
the suit, appeal or application, as the case may be, shall be taken into account for
determining such Specified Value

7. As in the present case the transfer of shares is the subject-matter in the agreement.
According to Section 82 of Companies Act, The shares or debentures or other
interest of any member in a Company shall be movable property. Hence, the
shares, being movable property, have the specified market value. Moreover this
value is more than one crore rupees as Mr. Kumar has pledged majority shares of
his 30 crores business (i.e., more than 15 crores). So, the subject-matter of the
commercial dispute is in accordance with the specified values determined in the
Act.

Therefore, in the present case, the commercial dispute with specified values is involved.

2
1.2 That it is under the Territorial jurisdiction of the Delhi Commercial Court.

8. It is humbly submitted before the Honble Court that Mr. Swarn Kumar is an
influential businessman from Delhi with a company of 30 crores, dealing in ice
cubes. He signed an agreement with Mr. Akhil Singhal (moneylender of the
casino) at Casino Royale, Goa. Mr. Kumar lost all the money and as consequence
he lost his majority shares. Immediately after acquiring the shares, Mr. Singhal
signed another contract with a Delhi based company naming A &M Pvt. Ltd. for
selling shares of the company.
9. Section 6 states that the commercial court has the jurisdiction to try all the suits
of commercial disputes with specified values arising within its territorial
jurisdiction.
10. In the present case, a commercial dispute is involved with specified values as
determined by the Section 122. An agreement was signed for borrowing loan by
Mr. Swarn Kumar with Mr. Akhil Singhal and where Mr. Kumar has pledged
majority of his companys shares.
11. Section 20 Subject to the limitations aforesaid, every suit shall be instituted in a
Court within the local limits of whose jurisdiction

(c) the cause of action, wholly or in part, arises.

12. In the present case, Mr. Swarn Kumar is an influential businessman from Delhi
dealing in ice cubes. He signed an agreement with Mr. Akhil Singhal
(moneylender of the casino) in an off-shore casino in Goa. When Mr. Kumar
failed o payback Rs. 10 crores after losing all the money he borrowed, he lost
majority shares of his company to Mr. Singhal. Just after acquiring the shares, Mr.
Singhal contracted with a Delhi based company named A & M Pvt. Ltd. for the
sale of shares. Here, the cause of action, i.e., selling of shares by Mr. Singhal

2
The Commercial Courts, Commercial Division and Commercial Appellate Division of High Courts Act, 2015.

3
 based on an agreement signed in Goa, partly arises in Delhi. Therefore, the suit
could be instituted in the Delhi Commercial Court.
13. Hence, the present case comes under the Delhi Commercial Courts territorial
jurisdiction.

1.3 That Pecuniary jurisdiction arises in Commercial Court.

14. It is humbly submitted before the Honble Court that Mr. Swarn Kumar had
borrowed a loan from Mr. Akhil Singhal of worth Rs. 5 crores at the condition to
payback Rs. 10 crore at the table. Mr. Kumar lost all the money he borrowed and
couldnt payback 10 crores at the table, resulting in losing the majority shares of
his company of 30 crores.
15. According to Section 23 the District courts of Delhi have the jurisdiction to try the
civil suits with value upto 2 crore rupees.
16. From this it is inferred that civil suits valued more than 2 crore rupees shall be
tried in the Delhi High Court.
17. On the other side, Section 3 (b)4 states that commercial disputes, which otherwise
may come under the jurisdiction of respective High Court, should be tried in the
Commercial Court.
18. If the present case would have been a civil suit, it would have been instituted in
the Delhi High Court. But as far as the present case is concerned, it is a
commercial dispute with specified values and it shall be tried in a Commercial
Court.
19. In the present case, the amount of loan borrowed is 5 crores and the amount
promised to pay back is 10 crores, the value involved is more than 2 crores.
Moreover, the value of the majority shares which Mr. Kumar lost to Mr. Singhal,
after failing to payback 10 crores, are also worth more than 15 crores.

3
The Delhi High Court (Amendment) Act, 2015.
4
The Commercial Courts, Commercial Division And Commercial Appellate Division Of High Courts Act,
2015, Ch-II.
4
So, the suit rightly comes under the pecuniary jurisdiction of the Delhi Commercial Court.

5
 2. WHETHER THE CONTRACT SIGNED BY MR. SWARN KUMAR WAS A
VALID CONTRACT OR NOT?

20. It is humbly submitted before this Honble Court that the agreement signed by Mr.
Swarn Kumar with Mr. Singhal was not a valid contract as it did not fulfill the
essentials of a valid contract. Mr. Kumar signed the agreement in unsound state of
mind, resulting him to be an incompetent party to contract.

2.1 That Mr. Swarn Kumar was not competent to sign the agreement.

21. It is humbly submitted before this Honble Court that Mr. Swarn Kumar signed
the agreement on 3.10.16 with Mr. AkhiSinghal (money lender of casino) in
offshore Casino Royale, Goa for a loan of Rs. 5 crores. The contract contained a
clause that he would pay him double the loan amount (Rs. 10 crores) at the table
and in default he would sign over his majority shares in his company as security.
The video from the Casino shows that Mr. Kumar had consumed eight alcohol
beverages (8x30ml) prior to signing the agreement.
22. Section 105 provides that for a valid contract the parties should be two
competent.
23. According to Section 116, a person of unsound mind is not a competent party to
enter into a contract. If a person, at the time of signing a contract, is capable of
forming rational decisions and understands its consequences on his interests, he is
of sound mind.7
24. In the present case, Mr. Kumar wasnt in a state of sound mind. Before signing the
contract he had already lost Rs. 3 crores, which made im desperate to make more
money. And he had consumed too much alcohol beverages, i.e., 8 alcohol

5
Indian Contract Act, 1872.
6
Id.
7
Section 12, Indian Contract Act, 1872.
6
 beverages (830 ml). This proves that his mind wasnt in sound state. He was so
drunk to rationalize his decision and its consequences.

2.2 That Mr. Kumar was in a state of drunkenness.

25. It is humbly submitted that the video from the Casino shows that Mr. Swarn
Kumar had signed an agreement with Mr. Akhil Singhal for borrowing a loan of
Rs. 5 crores. Prior to signing the agreement, he had consumed eight alcohol
beverages (8x30ml) prior to signing the agreement.
26. A person who takes any intoxicants like alcohol, drugs, etc. he is temporarily
incompetent of entering into a contract. One has to prove that at the time of
entering into a contract he was so intoxicated that he was incapable of rational
thinking. Thus, so long as one remains under the influence of intoxication or drug,
he has no contractual capacity. Thus, agreements made by such persons are void.8
27. Moreover, even in law, mere drunkenness is not sufficient to dislodge a contract
which is otherwise binding. Section 12 of the Contract Act which defines as to
when a person can be said to possess a sound mind for entering into a contract,
seems to suggest, especially under illustration (b) thereto, that intoxication can
render a person incapable of making a contract; however, the drunkenness
envisaged thereunder is of a severe variety - as can be gauged from the expression
`so drunk ' used in the aforesaid illustration - it must have the effect of crippling a
person's ability to form a rational judgment.9
28. In India permissible BAC limit is 0.03% to be able to drive which is the maximum
limit of alcohol consumption to maintain a sound mind.
29. In this case, Mr. Kumar had clearly consumed much more alcohol than the
permissible limit to maintain a sound mind. He was so drunk to understand the
pros n cons of the agreement he signed. The fact that he had drunk too much is
evident from the video obtained from the casino.

8
R.K. Bangia Indian Contract Act, Allahabad Law Agency, 14 th Edition 2009.
9
Yogendra Singh v. PremLata and another. Air 2013
7
 30. The fact that Mr. Kumar was highly intoxicated was already known to Mr. Singhal
who was the money lender of the casino. He knew the fact that people in the
casino are most of the time excessively drunk because he was the money lender of
that casino itself.
31. Therefore, this constitute this agreement to be void ab intio as Mr. Kumar was
unsound during signing the agreement and the fact of his unsoundness was known
to Mr. Singhal.

2.3 That Mr. Kumar lost his ability to make rational decisions

32. It is humbly submitted before the Honble Court that Mr. Swarn Kumar had drunk
8 alcoholic beverages (830 ml) before signing the agreement to borrow the loan
from Mr. Singhal. Before he decided to borrow money, he had already lost 3
crores, which made him desperate for more money. In this unsound mental state,
he had signed the pre written agreement which was having unreasonable
conditions.
33. According to the Section 1210 states the purpose of the sound mind for
contracting. Unsoundness of the mind is determined by the capability of
understanding what he is doing and to form a rational judgment as to whether
what he is about to do is to his interest or not.11
34. A person incapable of looking after his affairs and incapable of judging the
consequences of his acts cannot be held bound and be responsible for his
contract.12
35. In the present case, Mr. Swarn Kumar had consumed excessive amount of alcohol
beverages and was not in his senses to judge his actions rationally. Moreover as he
had lost Rs. 3 crores already earlier, he was desperate to win the game and make
more money. Both these facts hampered the conscious judging ability of Mr.

10
Indian Contract Act, 1872.
11
SanjivaRaws commentary on Indian Contract Act, 1872, pg 237, clause- 5.
12
Inder Singh v. Parmeshwardhari Singh, A.I.R. 1957 Pat at pp.492-93.
8
Kumar. He lost his ability to rationally understand the terms of agreement and
consequences of this agreement.

9
3. WHETHER THE AGREEMENT SIGNED BETWEEN MR KUMAR AND MR
SINGHAL IS ENFORCEABLE OR NOT?

36. It is humbly submitted before this Honble Court that following facts are relevant
to this case: that Mr Kumar, a Delhi based businessman with a company of 30
crores, had lost approximately 3 crores at Casino Royale, Goa playing poker on
03.10.2016. His desperation for more money and consumption of 8 alcohol
beverages (8x30ml) led him to sign a pre-written agreement with Mr.Singhal
(money lender of the casino) for Rs. 5 croes. The agreement contained a clause
that he would pay him double the loan amount (Rs. 10 crores) at the table and in
default, he would sign over his majority shares in his company as surety.
37. On 4.10.2016 Mr Kumar had lost all his money, and being unable to pay double
the loan amount, as a consequence he lost his majority shares at 2 a.m. Thereafter,
in a desperate attempt he called Mr. Aditya, an esteemed lawyer from Delhi who
accompanied Mr Kumar on his trip to Goa, who then contacted Mr. Singhal to
take double the loan but not to take majority shared of the company. But Mr.
Singhal refused the offer. Mr. Singhal had acquired a lot of properties and
companies this way.

3.1 That the object of the agreement signed between Mr. Kumar and Mr. Singhal was
unlawful.

38. It is humbly submitted to this Honble court that in the agreement signed by Mr
Kumar, for a loan of Rs. 5 crores from Mr. Singhal, contained a clause that he (Mr
Kumar) would pay him double the loan amount (Rs. 10 crores) at the table and in
default, he would sign over his majority shares in his company as surety.
39. Section 23 of the Indian Contract Act, 1872, states that, What consideration and
objects are lawful and what not- The consideration or object of an agreement is
lawful unless.. The court regards it as immoral, or opposed to public policy.
10
 40. While the term object unlike the term consideration has not been defined in
section 2 of the Act13, but it has been held to mean as purpose or design of the
contract. If the object is opposed to public policy or tends to defeat any provision
of law, it becomes unlawful and thereby it is void under section 23 of the Act.14
41. And section 24 of The Indian Contract Act, 1872, states that, Agreements void, if
considerations and objects unlawful in part.- If any part of a single considerations
for one or more objects, or any one or any part of any one of several
considerations for a single object, is unlawful, the agreement is void.
42. In our case the defendant claims to be giving a loan to our client by putting
forward an agreement with unreasonable and arbitrary terms.
43. The terms of the loan provided by Mr. Singhal were arbitrary.
44. In the case of Mahesh Chandra v. Regional Manager, U.P.F.C.,15 the Honble
Supreme Court held in relation to terms of loan that, That which is not fair and
just is unreasonable. And what is unreasonable is arbitrary. An arbitrary action is
ultra vires.
45. In the present case, Mr. Singhal had it mentioned in his agreement that Mr Kumar
would pay him double the loan amount (Rs. 10 crores) at the table. He was aware
of the fact that a person would ask for a loan only when he is out of money at that
point of time and a person so drunk and so desperate would easily comply with his
unreasonable agreement. He knew if Mr Kumar lost his money again he would not
be able to pay Rs. 10 crores at the table and he would take over majority shares of
his company.
46. MrSinghals action was not bona fide. Rather his intention was mala fide and
immoral.

13
The Indian Contract At, 1872.
14
Nutan Kumar v.Second Additional District Judge, Banda, A.I.R. 1994 All 298.
15
J.T. 1992 (2) SC 326.
11
3.2 That the object of the agreement signed by Mr Kumar was immoral.

47. It is humbly submitted before this Honble Court that Mr Kumar had signed the
agreement for a loan of Rs. 5 crores with Mr. Singhal on 03.10.2016. The video
from the casino shows that Mr Kumar had consumed eight alcohol beverages (8x
30ml) prior to signing the agreement. The agreement contained a clause that he
(Mr Kumar) would pay him double the loan amount (Rs. 10 crores) at the table
and in default, he would sign over his majority shares in his company as surety.
48. Mr Kumar lost all his money at the table and was unable to return double the loan
amount and as a consequence lost his majority shares of the company at 2 a.m. on
04.10.2016. Immediately after acquiring majority shares of the company by Mr.
Singhal, he signed a contract with a Delhi based company named A & M Pvt. Ltd.
for selling majority shares of the company. Thereafter, in a desperate attempt he
called Mr. Aditya, an esteemed lawyer from Delhi who accompanied Mr Kumar
on his trip to Goa, who then contacted Mr. Singhal to take double the loan but not
to take majority shared of the company. But Mr. Singhal refused the offer. Mr.
Singhal had acquired a lot of properties and companies this way.
49. Section 23 of the Indian Contract Act, 1872, states that, What consideration and
objects are lawful and what not- The consideration or object of an agreement is
lawful unless.. The court regards it as immoral, or opposed to public policy.
50. And section 24 of The Indian Contract Act, 1872, states that, Agreements void, if
considerations and objects unlawful in part.- If any part of a single considerations
for one or more objects, or any one or any part of any one of several
considerations for a single object, is unlawful, the agreement is void.
51. The object of agreement was immoral as Mr. Singhal made Mr Kumar sign the
agreement in a drunk state that too after having consumed eight alcohol beverages
(8x30ml) that clearly means he was not in a state to think rationally and thus, he
was not competent to contract under section 11 of The Indian Contract Act, 1872,
as he was of unsound mind at the time he signed the agreement. Mr. Singhal
intended to make a drunken man lose majority shares of his company by signing
an agreement of which he cannot understand consequences of. Had MrKumar not
12
 been in a drunken state, he would not have signed such an unreasonable
agreement.

3.3 That the agreement signed by Mr. Kumar was against public policy.

52. It is humbly submitted before this Honble Court that Mr Kumar had signed the
agreement for a loan of Rs. 5 crores with Mr.Singhal on 03.10.2016. The video
from the casino shows that Mr Kumar had consumed eight alcohol beverages (8x
30ml) prior to signing the agreement. The agreement contained a clause that he
(Mr Kumar) would pay him double the loan amount(Rs. 10 crores) at the table
and in default, he would sign over his majority shares in his company as surety.
53. Mr Kumar lost all his money at the table and was unable to return double the loan
amount and as a consequence lost his majority shares of the company at 2 a.m. on
04.10.2016. Immediately after acquiring majority shares of the company by Mr.
Singhal, he signed a contract with a Delhi based company named A & M Pvt. Ltd.
for selling majority shares of the company. Thereafter, in a desperate attempt he
called Mr. Aditya, an esteemed lawyer from Delhi who accompanied Mr Kumar
on his trip to Goa, who then contacted Mr. Singhal to take double the loan but not
to take majority shared of the company. But Mr. Singhal refused the offer. Mr.
Singhal had acquired a lot of properties and companies this way.
54. Lord Atkin describes that something done contrary to public policy is a harmful
thing....
55. In the case of Nutan Kumar and others v..IInd Addl. District Judge Banda16, it has
been enunciated that an agreement offending a statute or public policy or
forbidden by law is not merely void but it is invalid from nativity. It cannot
become valid even the parties thereto agree to it.
56. The concept that an agreement may be void in relation to a specified person and
may be valid or voidable between the parties thereto is not applicable to an

16
AIR 1994 Allahabad 298.
13
 agreement the very formation whereof law interdicts; or which is of such a
character that, if permitted, it would frustrate provisions of law; or is fraudulent;
or involves or implies injury to the person or property of another; or the court
regards it as immoral or opposed to public policy. Neither party can enforce said
agreement. No legal relations come into being from an agreement offending a
Statute or public policy.
57. In the case of Oil and Natural Gas Corporationv.Saw Pipes Ltd.17,the Honble
Supreme Court observed that the phrase public policy of India is required to be
given a wider meaning so as to prevent frustration of legislation and justice. The
Supreme Court held that an arbitral award could be set aside, if it is contrary to (i)
the fundamental policy of Indian Law; or (ii) the interest of India; or (iii) justice or
morality; or (iv) if it is patently illegal. However, the Court cautioned that the
illegality must go to the root of the matter.
58. In this case Mr. Singhals agreement is against public policy because he had
acquired a lot of properties and companies this way. Letting this man acquire
another property this way would only encourage him to make people sign this
agreement which is immoral and against justice and morality. A person not being
competent to enter into an agreement cannot be made to sign an agreement to lose
all that he has achieved in his life by a person who by mala fide intention seeks to
trap people through his pre- written agreement.
59. In the case of Nutan Kumar v. Second Additional District Judge, Banda18, an
agreement offending a statute or public policy or forbidden by law is not merely
void but it is invalid from nativity. It cannot become valid even if the parties
thereto agree to it.

17 2003 (5) SCC 705.

18
A.I.R. 1994 All 298.
14
4. WHETHER INJUNCTION SHOULD BE GRANTED AGAINST MR SINGHAL
FROM SELLING MAJORITY OF THE SHARES OF THE COMPANY IN THE
PRESENT CASE OR NOT?

60. It is humbly submitted that the foundation of every order of injunction rests upon
three pillars. It is also known as triple test for grant of interim injunction. These
three pillars have been elucidated upon by the Honble Supreme Court in a
catena of judgements including in the cases of Best Sellers Retail v. Aditya
Birla19, Kishoresinh v. Maruti Corp.20

1. Whether the plaintiff has a prima facie case?

2. Whether the plaintiff would suffer irreparable injury if his prayer for temporary
injunction is not granted?
3. Whether the balance of (in)convenience is in favour of the plaintiff?
The above mentioned tests will be addressed hereunder.

4.1 That Mr Kumar is still the owner of the shares.

61. It is humbly submitted that the facts relevant to this issue are such that the The
agreement contained a clause that he (Mr Kumar) would pay him double the loan
amount(Rs. 10 crores) at the table and in default, he would sign over his majority
shares in his company as surety. Subsequently, Mr Kumar lost all money at the
table and was unable to return double the loan amount and as a consequence Mr.
Singhal, as he claims, acquired majority shares of the company. Immediately after,
he signed a contract with a Delhi based company named A & M Pvt. Ltd. for
selling majority shares of the company at 2 a.m. on 04.10.2016.
62. It is humbly submitted that Mr Kumar is still the owner of the shares which are
subject matter to this suit as the agreement between Mr. Kumar and Mr. Singhal is

19
(2012) 6 SCC 792.
20
(2009) 11 SCC 229.
15
 void under section 24 of The Indian Contract Act, 1872. In the previous issue it
has already been established that the agreement drafted by Mr. Singhal was with
an unlawful object and was against public policy.
63. In Section 44 in The Companies Act, 2013, it is mentioned that, Nature of shares.
The shares or other interest of any member in a company shall be movable
property, transferable in the manner provided by the articles of the company.
64. Following is the procedure to transfer shares21:

1) Instrument of transfer must be executed by both transferor and transferee.

2) It must be duly stamped

3) It must be delivered to the company along with certificate relating to shares transferred

4) Must be in the prescribed form and presented to prescribed authority.

65. It can be observed that the lawful procedure to transfer shares was not fulfilled. A
mere unlawful agreement signed by a person incompetent to contract at the
moment of signing the agreement placing reliance on which the defendant claimed
that he acquired the majority shares of the company at 2 a.m. is not sufficient in
the eye of law for a lawful transfer of shares of a company.

4.2 That temporary injunction should be granted.

66. It is humble submitted that Order 39 rule 1 of Civil Procedural Code, 1908, says
that, Cases in which temporary injunction may be granted.-Where in any Suit it is
proved by affidavit or otherwise

21
Section 56, The Companies Act, 2013.
16
 (a) that any property in dispute in a suit is in danger of being wasted, damaged or
alienated by any party to the suit, or wrongfully sold in execution of a decree.

67. In the present case it can be seen that Mr. Singhal, as he claims, acquired majority
shares of the company. Immediately after, he signed a contract with a Delhi based
company named A & M Pvt. Ltd. for selling majority shares of the company at 2
a.m. on 04.10.2016.
68. In the case of Supriya Chowdhury Sarcarv. Mst. Hafiza Begum & anr.22 the
question involved was as to the title of the property which is subject matter to this
suit. In this case, an application for temporary injunction was moved before the
learned Trial Judge when the learned Trial Court passed an ad interim order of
injunction restraining the defendants/opposite parties from transferring, alienating
or encumbering the suit property in any manner whatsoever and also restraining
the opposite parties/defendants from disturbing possession of the plaintiff over
and in respect of the suit property till a particular date. The opposite
parties/defendants being aggrieved by the order appealed to the order and that
appeal was ultimately dismissed. The order of injunction was passed to protect the
suit property.
69. In the present case it can be seen that if no ad interim injunction was passed by
this Honble court, the materials on record show that there are plausible reasons
for such apprehension that the defendant will alienate the shares of the company
before the matter is decided and adjudicated upon by this Honble court.

4.3 That the plaintiff would suffer irreparable injury if his prayer for temporary
injunction is not granted.

70. It is most humbly submitted that Mr. Kumar has a company of Rs. 30 crores in
Delhi. Mr. Singhal, relying upon an unlawful and void agreement claims that he
acquired majority shares of the company of Mr. Singhal at 2 a.m. on 4.10.2016. in

22
2016(3) Cal. L.T. 192
17
 a casino in Goa. Mr. Kumar has spent his entire life in putting up his business and
taking it to such heights. If his prayer for temporary injunction is not granted the
defendant, MrSinghal would sell the shares and it would thus, cause an irreparable
injury and loss to the plaintiff, Mr Kumar.

4.4 The balance of (in) convenience is in favour of the plaintiff

71. It is humbly submitted that the balance of convenience is in favour of the plaintiff.
According to observations of Lord Diplock, in American Cyanamid Co. v. Ethicon
Ltd23 : The object of the interlocutory injunction is to protect the plaintiff against
injury by violation of his right for which he could not be adequately compensated
in damages recoverable In the action if the uncertainty were resolved in his favour
at the trial; but the plaintiffs need for such protection must be weigh against the
corresponding need of the defendant to be protected against the injury resulting
from his having been prevented from exercising his own legal rights for which he
could not be adequately compensated under the plaintiffs undertaking in damages
if the uncertainty were resolved in the defendants favour at the trial. The court
must weigh one need against another and determine where the balance of
convenience lies.
72. Inconvenience, in the circumstances, is bound to be caused to one of the parties to
the suit. Hence, it is the duty of the court to consider inconvenience of the plaintiff
against inconvenience of the defendant. If the court thinks that by refusing interim
injunction, more or greater inconvenience will be caused to the plaintiff, if it will
grant injunction. If, on the other hand, it finds that by granting interim injunction,
greater inconvenience will be caused to the defendant, it will refuse the relief. It is
by considering comparative inconvenience that the court will exercise the
discretion.

23
1975 AC 396
18
 73. In our case if the injunction is not granted Mr. Kumar would suffer more
inconvenience as he will lose what he had spent his entire life in building up and it
would not do him justice if he is denied of this injunction. Mr. Kumar would
suffer much more inconvenience if the injunction is not granted than the
inconvenience that Mr. Singhal would suffer if injunction is granted. Mr. Singhal
had acquired a lot of properties this way and no major inconvenience would be
caused to him if an interim is granted.24
74. As all the 3 conditions are in favors of granting of such ad interim order of
injunction, this Honble 0Court is humbly requested to grant the same in our case.

24
C.K. Takwani, Civil Prodecure with Limitation Act, 1963, Seventh Edition, Eastern Book Company, 2016.
19
 PRAYER FOR RELIEF

WHEREOF IN THE LIGHT OF FACTS OF THE INSTANT CASE, WRITTEN PLEADINGS AND AUTHORITIES

SIGHTED, IT IS HUMBLY PRAYED BEFORE THIS HONBLE COURT THAT IT MAY BE PLEASED :

o To hold:

That the Commercial Court of Delhi has the jurisdiction to this case.
That the essentials of a valid contract are not fulfilled.
That the agreement entered between the parties is not enforceable.
That temporary injunction should be granted against Mr. Singhal from selling majority shares of the
company.

o OR PASS ANY OTHER ORDER IT MAY DEEM FIT IN THE INTEREST OF JUSTICE, EQUITY AND GOOD

CONSCIENCE.

Sd/-
Counsels for Plaintiff.

xii