Get Out Systems Private Limited & Anr vs Mr Rajeev Malhotra & Ors on 10 November, 2023

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Delhi High Court - Orders

Get Out Systems Private Limited & Anr vs Mr Rajeev Malhotra & Ors on 10 November, 2023

Bench: Prathiba M. Singh

                                    $~42
                                    *           IN THE HIGH COURT OF DELHI AT NEW DELHI
                                    +                        CS(COMM) 824/2023 & I.As. 22712-17/2023
                                                GET OUT SYSTEMS PRIVATE LIMITED & ANR...... Plaintiffs
                                                                                      Through:                Mr. J. Sai Deepak, Ms. Srishti
                                                                                                              Banerjee, Mr. Cheitanya Madan, Ms.
                                                                                                              Arpita Bishnoi & Mr. R. Vigneshwar,
                                                                                                              Advs.
                                                               versus
                                                MR RAJEEV MALHOTRA & ORS.                                                        ..... Defendants
                                                               Through: None.
                                                CORAM:
                                                JUSTICE PRATHIBA M. SINGH
                                                         ORDER

% 10.11.2023

1. This hearing has been done through hybrid mode.

I.A. 22714/2023 (for exemption)

2. This is an application seeking exemption from filing originals/certified/cleared/typed or translated copies of documents, left side margins, electronic documents, etc. Original documents shall be produced/filed at the time of Admission/Denial, if sought, strictly as per the provisions of the Commercial Courts Act and the DHC (Original Side) Rules, 2018.

3. Exemption is allowed, subject to all just exceptions.

4. Accordingly, application is disposed of.

I.A. 22713/2023 (for additional documents)

5. This is an application seeking leave to file additional documents under the Commercial Courts, Commercial Division and Commercial Appellate Division of High Courts Act, 2015 (hereinafter, 'Commercial Courts Act').

CS(COMM) 824/2023 Page 1 of 6

This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/11/2023 at 21:19:39 The Plaintiff, if it wishes to file additional documents at a later stage, shall do so strictly as per the provisions of the Commercial Courts Act and the DHC (Original Side) Rules, 2018.

6. Application is disposed of.

I.A. 22715/2023 (u/S 12A of the Commercial Courts Act)

7. This is an application filed by the Plaintiff seeking exemption from instituting pre-litigation mediation under Section 12A of the Commercial Courts Act. Considering the facts and circumstances of the case, the Court is satisfied that in terms of the judgment of the Supreme Court in Yamini Manohar v. T.K.D Keerthi [2023 LiveLaw (SC) 906] the suit contemplates urgent interim relief. In these facts, the exemption under Section 12A of the Commercial Courts Act is granted to the Plaintiff. Accordingly, the application is disposed of.

I.A. 22716/2023 (exemption from advance service to the Defendants)

8. In view of the fact that the Plaintiff has sought ex parte ad-interim injunction along with the appointment of the Local Commissioner, the exemption from advance service to the Defendants is granted.

9. Application is disposed of.

I.A.22717/2023 (for court fee)

10. This is an application for exemption from filing court fees. Let the Court fee be filed within two weeks. Application is disposed of. CS (COMM) 824/2023

11. Let the plaint be registered as a suit.

12. Issue summons to the Defendants through all modes upon filing of Process Fee.

13. The summons to the Defendants shall indicate that the written CS(COMM) 824/2023 Page 2 of 6 This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/11/2023 at 21:19:39 statement to the plaint shall be positively filed within 30 days from date of receipt of summons. Along with the written statement, the Defendants shall also file an affidavit of admission/denial of the documents of the Plaintiff, without which the written statement shall not be taken on record.

14. Liberty is given to the Plaintiff to file the replication within 15 days of the receipt of the written statement(s). Along with the replication, if any, filed by the Plaintiff, an affidavit of admission/denial of documents of the Defendants, be filed by the Plaintiff, without which the replication shall not be taken on record. If any of the parties wish to seek inspection of any documents, the same shall be sought and given within the timelines.

15. List before the Joint Registrar for marking of exhibits on 2nd April, 2024.It is made clear that any party unjustifiably denying documents would be liable to be burdened with costs.

16. List before Court on 23rd November, 2023.

I.A. 22712/2023 (u/O XXXIX Rules 1 & 2 CPC)

17. Issue notice.

18. The present suit reveals a dispute concerning the source code of Plaintiff No. 1-Get Out Systems Pvt. Ltd, a company engaged in travel business. The plaint avers that the Plaintiff No. 2-Mr. Sanjeev Malhotra is the co-founder/CEO of the Plaintiff No.1, and is the majority shareholder. It is stated that the Plaintiff No. 2 and Defendant No.1- Mr. Rajeev Malhotra are real brothers. It is averred that both of the brothers own shareholding in the Plaintiff company. However, recently, disputes have arisen in respect of their respective business stakes.

19. It is the Plaintiffs' case that Plaintiff No. 1 developed a Software as-a- Service (hereinafter referred to as "SAAS") platform, hosted on CS(COMM) 824/2023 Page 3 of 6 This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/11/2023 at 21:19:40 https://www.getout.ai/ and www.getout.travel, as an integrated travel marketplace in collaboration with MasterCard Asia Pacific Private Limited, banks including HDFC Bank, ICICI Bank and other funding banks.

20. The plaint avers that the Plaintiff company, in partnership with MasterCard and Issuer Banks, has developed a system that allows corporates, travel management companies (TMCs), and travel agents to pay travel suppliers using Virtual Credit Cards (VCCs). The said setup offers risk-free, frictionless transactions with benefits like transparency, auto- reconciliation, data control, and cost savings. It is stated that the Plaintiff company's process automation generates virtual cards with various controls, and its integrated expense management app helps employees manage receipts and reports, identifying any policy violations.

21. The Plaintiff No. 2 avers that he spearheaded the development of the 'Spends Ecosystem' in collaboration with MasterCard, revolutionizing traditional corporate and business expenses. The said ecosystem integrates the Plaintiff's SaaS platform with a marketplace serving all stakeholders, including MasterCard, Issuer Banks, and Acquiring Banks. It is submitted that the collaboration with MasterCard has led to the creation of a comprehensive platform for travel bookings, payments, and compliance. This platform acts as a one-stop-shop, facilitating seamless physical and VCC payments, aligning with customers' business needs.

22. In the present suit, Defendant No. 1-Mr. Rajeev Malhotra, holds 20% shareholding in the Plaintiff company. It is averred that he joined the company as the Chief Technology Officer (CTO) in 2019-2020 and was responsible for developing the software and source code for the company's SaaS-based digital platform. Defendant No. 2-Mr. Divyansh Jaiswal was CS(COMM) 824/2023 Page 4 of 6 This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/11/2023 at 21:19:40 stated to have been appointed as Software Development Engineer-II in the Plaintiff company. Defendant No. 3-Mr. Adesh Kumar Singh is stated to have joined the Plaintiff company as an Amazon Web Services (AWS) developer. Defendant No. 4-Mr. Nitin Kumar Singh is also stated to have been appointed as the Software Development Engineer-I in the Plaintiff company. Defendant No. 5 is Amazon Web Services India Private Limited, which provides cloud web hosting services to the Plaintiff company and is responsible for storing the source code of the Plaintiff's SaaS-based platform.

23. The disputes between the Plaintiffs and the Defendants have arisen recently as of September, 2023 and the Defendant No.1 who was working as the CTO is stated to have exclusive access to the source code which is maintained on the platform of Amazon Web Services India Pvt. Ltd. However,

24. However, he has urgently left India and is in the U.S. and is not giving access to the Plaintiff No. 1's account on AWS. The Plaintiffs' apprehension is that access to the source code has been retained by the Defendant No.1, and the same may be tampered or made inaccessible to the Plaintiffs, whose operations/business would be jeopardised.

25. Considering the fact that the Defendant No.1 would also need to be heard before any proper effective orders can be passed in respect of the source code, it is directed that Defendant No.5-Amazon Web Services India Pvt. Ltd. shall not provide access to the Plaintiff No. 1's account to either Plaintiff No.2 or to Defendant No.1 till the next date of hearing or anyone acting for or on their behalf.

26. Copy of this order be served upon Defendant No.1- Mr. Rajeev CS(COMM) 824/2023 Page 5 of 6 This is a digitally signed order.

27. List on the dates fixed above.

28. Order dasti.

PRATHIBA M. SINGH, J.

NOVEMBER 10, 2023/dj/dn CS(COMM) 824/2023 Page 6 of 6 This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/11/2023 at 21:19:40

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Delhi High Court - Orders