Delhi District Court
M/S Dhanuka Agritech Ltd vs Oracle India Ltd. And Ors on 18 November, 2025
IN THE COURT OF SH. LOKESH KUMAR SHARMA
DISTRICT JUDGE (COMMERCIAL COURTS)-05,
SOUTH DISTRICT, SAKET COURTS, NEW DELHI
In the matter of
CS (Comm) 352/2019
CNR No. DLST01-007421-2019
M/S Dhanuka Agritech Ltd.
Having its Registered Office at:
82, Abhinash Mansion,
1st Floor, Joshi Road,
Karol Bagh, New Delhi-110005 ..... Plaintiff
Versus
M/s Oracle India Pvt. Ltd.
Having its registered office at:
F01/02, First Floor,
Salcon Rasvilas D-1,
District Centre,
Saket, New Delhi-110017
Also At:
One Horizon Center,
DLF Golf Course Road,
DLF City V, Sector-43,
Gurgaon-122003, Haryana ..... Defendant
Institution of the Suit : 31.10.2019
Arguments concluded on : 27.10.2025
Judgment pronounced on : 18.11.2025
JUDGEMENT
1. The present suit for recovery of Rs. 1,58,67,961/- (Rs. One Crore Fifty Eight Lakhs Sixty Seven Thousand Nine CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 1 of 50 Hundred and Sixty One Only) along with Pendentelite and future interest @18% per annum has been filed by the plaintiff against the defendant.
2. Brief facts:- As per the plaintiff, who is claiming itself to be a Company duly incorporated under the provisions of Companies Act, 1956, having CIN L24219DL1985PLC020126H and its registered office at 82, Abhinash Mansion, 1st floor, Joshi Road, Karol Bagh, New Delhi-110005. The present suit was filed by one Sh. Mr. Ankur Dhanuka, General Manager H.R. of the Plaintiff, who was stated to be duly authorized by the Board of Directors, vide their Resolution, to sign, file and institute the present suit being fully conversant with the facts of this case.
Plaintiff was stated to be the manufacturer of wide range of agro-chemical products such as herbicides, insecticides, fungicides, miticides and plant growth regulators including liquid, dust, powder and granules and was also having Pan India presence through its marketing offices, with a network of more than 7,000 Distributors/Dealers and selling to over 75,000 Retailers across India and reaching out to more than 10 million farmers in order to increase productivity and had also tied-up with 4 American, 5 Japanese & 2 European Companies.
3. Defendant No.1 was also stated to be a Company duly incorporated under the provisions of Companies Act, 1956, having CIN U74899DL1993PTC051764, having its registered office at F01/02, First Floor, Salcon Rasvillas Plot No. D-1, District Centre, Saket, New Delhi 110017, and was engaged in the business of providing information technology-based solutions CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 2 of 50 & business process outsourcing services and other allied information technology/cloud-based services and softwares to the various entities as per their requirements.
Defendants No. 2 to 4 were stated to be the Directors of the Defendant No. 1, and were also responsible for managing the day-to-day affairs of the Defendant No.1.
Defendant No.5 was stated to be a company duly incorporated under the Provision of Companies Act, 1956, having CIN U72200GJ2010PYC062289, and having its registered office at A-104, Manibhadra Society, Shahibaug, Ahmedabad-380004, Gujarat and was also engaged in Software Publishing, consultancy and supply. Software publishing was stated to have covered the production, supply and documentation of ready-made software, operating systems software, business and other applications software, computer games software for all platforms, whereas Consultancy services included providing customized software after analyzing user's needs and problems. Customed software also included made-to-order software based on orders from specific users and writing of software as per users directions, software maintenance and web-page design.
It was stated that after several meetings, telephonic conversations and correspondences, Defendant No.1 had assured the Plaintiff of its having global experience in providing Information Technology solutions and had represented that the offered services were stable and suitable for large organizations and had also demonstrated the online product which covered features including Employee Management, Leave & Attendance CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 3 of 50 etc. and had also offered customized Products/ Softwares/ Cloud- Services as per the Plaintiff's requirements.
It was stated that on relying upon the assurance and presentations made by Defendant No.1, Plaintiff had entered into an agreement with Defendant No.1 for the said products and Defendant No.5 being Oracle Cloud Premier Partner was recommended by Defendant No.1 as implementing partner for effective implementation of the product and on the recommendations of Defendant no. 1, on 12.09.2017, Plaintiff had engaged Defendant no. 5 for implementation of Products/ Softwares/Cloud-Services and as per the agreement, Plaintiff had also paid an amount of Rs. 46,38,100/- to the Defendant No.5.
It was stated that at the time of signing of contract, Defendant No.1, in connivance with Defendant Nos. 2 to 4 had sold the Products/ Softwares/ Cloud-Services with limited capabilities, however, Plaintiff had raised its objection regarding the same, but in response to which, Defendant No.1 had induced Plaintiff by assuring him through emails dated 25.07.2017 & 16.08.2017 that the Products/ Softwares/ Cloud-Services had same features and functionalities as demonstrated, hence, Plaintiff had no other option except to believe the same to be true.
It was stated that believing the Defendant No.1 and its expertise in the field, Plaintiff had entered into the contract with Defendant No. 1 and had purchased five cloud services as per the details and terms mentioned therein:
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 4 of 50 Cloud Services Service Period: 36 months Data Center region: Quantity Term Unit Net Net fee APAC Price B85788- Oracle 1250 36 mo 129.25 5,816,250.00 Human Capital Management for Midsize Cloud Service-Hosted Employee B85790- Oracle 1250 36 mo 29.10 1,309,500.00 Time & Labour for Midsize Cloud Service-Hosted Named User B85791- Oracle 500 36 mo 9.75 175,500.00 Talent Review and Succession Management for Midsize Cloud Service-Hosted Named user B-85792- Oracle 1250 36 mo 29.10 1,309,500.00 Workforce Compensation for Midsize Cloud Service- Hosted Named user B84256- Oracle 1250 36 mo 48.45 2,180,250.00 Talent Acquisition Cloud Service-
Hosted Employee
Subtotal 10,791,000.00
As per email dated 22.08.2017, the start date of abovesaid order was 15.10.2017. Although the Ordering Document quoted Rs. 245/- per user, wherein principally Plaintiff had agreed to Rs. 240/- per user and the same fact was disputed by the Plaintiff vide e-mail dated 16.08.2017 to one Mr. Shailesh Singla and the amount mentioned therein was to be paid over a period of 36 months, but the same was also contingent upon the CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 5 of 50 Defendant providing uninterrupted, faultless and seamless working of the product, which ultimately, the Defendant No.1 had failed to do.
It was stated further that as part of agreement, Plaintiff was to be provided with a dedicated Customer Success Manager (CSM) for successful implementation of the Products/ Softwares/ Cloud-Services, hence, one Sh. Sandeep Gouri, CSM was appointed, but he was non-existent for the purposes of the Plaintiff, leading to delays of around 3 months in Solution Designing causing not only financial loss to Plaintiff, but also, hampered the working environment, employees productivity and trust & Confidence of employees on the H.R. team of the Plaintiff. Mr. Vineet Mehra on behalf of the Plaintiff was stated to have raised this concern, through email dated 07.11.2017 regarding the non-availability of the CSM with one Mr. Puneet Sharma and in response to that email, Mr. Mahesh Lad was appointed as CSM. However, he was also later on replaced by one Sh. Milind after one month.
Plaintiff was stated to have shared the requirement gap with the newly appointed CSM, Mr. Milind on 29.12.2017, however, to the utter shock of the Plaintiff, Mr. Milind had not bothered to respond to the email of the Plaintiff, hence, on 09.01.2018, Plaintiff had sent a reminder to CSM but had not received an effective response from the defendant. Thereafter, Plaintiff had sent an email to Defendant No. 1 on 13.01.2018 for seeking support from the CSM.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 6 of 50 It was stated that Defendant No.5 had also faced difficulties in implementing the Products/ Softwares/ Cloud- Service purchased/subscribed by the Plaintiff due to lack of support from Defendant No. 1, as there were certain bugs present in the software and defendant no. 1 had neither disclosed about the limited capability of the shared instance nor about the fact that the cloud Service commissioned by defendant no. 1 were shared instances and not an 'Enterprise Version'.
It was stated that when Defendant no. 5 could not implement the modules, then Plaintiff had come to know that the products provided by the defendant no. 1 were of shared instance, and later on the same fact was also confirmed by the CSM of Defendant No. 1.
It was stated that a defect was an error or a bug in the application that was created during its designing and building and these mistakes or errors indicated that there were flaws in the software, which restrained the software or application from functioning properly and become practically unusable, which could have been only corrected by the programmer or designer.
It was stated that by virtue of Clause 6.3 and Clause 9.4 of the agreement v030917, the Defendant No.1 was contractually obligated to cure the defective/deficient service in commercially reasonable manner.
Clause 6.3 of the agreement v030917 was reproduced herein as under: CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 7 of 50
"For any breach of the Services Warranty, your exclusive remedy and our entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if we cannot substantially correct the deficiency in commercially reasonable manner, you may end the deficient services and we will refund to you the fees for the terminated services that you pre- paid to us for the period following the effective date of Termination"
Clause 9.4 of the agreement v030917 was reproduced herein as under:
"If either You or we materially breach a term of this Agreement or any order and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If we terminate the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this Agreement, You may not use those Services ordered."
The online version of the agreement i.e. v030917, was later updated to Oracle Cloud Services Agreement v012418 Clause 9.4 of the updated agreement v012418 was reproduced herein below:
"If either of us breaches a material term of this Agreement or any order and fails to correct the CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 8 of 50 breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case of breach of the Agreement, the Agreement and any order that have been placed under the Agreement. If we terminate any orders as specified in preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order(s) plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered."
It was stated that due to delay caused by the Defendant in solution designing, there was in turn delay in setting the Products/ Softwares/ Cloud-Services to go Live, which included the data loss due to the improper functioning of the Products/ Softwares/ Cloud-Services and thus the entire use of the Products/ Softwares/Cloud-Services suffered a serious setback, not only in terms of delay in usage of the new Products/ Softwares/ Cloud-Services but it had also seriously affected the projected profitability figures and resulted not only in monetary loss to it, but also resulted in loss of reputation of the Plaintiff in the market.
It was stated that as per the Defendant No. 1's e-mail dated 22.08.2017, Plaintiff's Products/Softwares/ Cloud-Service was started w.e.f. 15.10.2017.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 9 of 50 It was stated that in the ordinary course of business, Mr. Mahesh Lad, Mr. Puneet Sharma, Ms. Aarthi lyer, Mr. Anuj Gupta, Mr. Sathya Prasad Rai, Mr. Shailesh Singla, Mr. Shakun Khanna & Mr. Milind Subandh were the points of correspondence, for the Products/Softwares/ Cloud-Service purchased/subscribed by the Plaintiff for automating all their human resource processes on a common platform and out of these employees, defendant no. 1 had sent Mr. Puneet Sharma, Ms. Aarthi Iyer, Mr. Shakun Khanna & some other members of their team to demonstrate the said Products/ Softwares/ Cloud- Services suitable for Plaintiff's needs.
It was stated that it was evident from the e-mail dated 18.03.2019 that the Service Requests raised by the Plaintiff were resolved in almost 168 days, whereas the same were to resolved within 30 days.
It was stated that after multiple concerns and issues raised by Plaintiff regarding the effective Products/ Softwares/ Cloud-Services implementation, the CSM was belatedly made available to Plaintiff, which led to further delay of the implementation of the online customized Products/ Softwares/ Cloud-Services for almost 5 months.
It was stated that Defendant No.1 vide email dated 13.03.2018, sent to Defendant No.5, itself had acknowledged about the existence of gaps, which were required to be resolved or that Plaintiff was upset about the delays in "go live".
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 10 of 50 It was stated that the internal "go live" of the Products/ Softwares/ Cloud-Services had taken place on 09.04.2018, but multiple issues persisted in proper functioning and despite being reported to the CSM, same were not rectified within the stipulated time frame and due to under-performance of CSM, the project was delayed for almost 5 months and to get a better performance from the CSM, Plaintiff had approached Mr. Puneet Sharma, Mr. Milind Subandh and Mr. Shakun Khanna for continuously for 5 months.
Defendant No.5 was stated to have sought support in implementing the working of the Products/ Softwares/Cloud- Services from Defendant no. 1 vide email dated 03.07.2018 and on 20.07.2018, Plaintiff had also sought support from Defendant No.1.
It was stated that vide emails dated 25.07.2018, 26.07.2018, 27.07.2018, 12.09.2018 and 13.09.2018 Defendant no. 5 had sought support from Defendant no. 1, however, despite repeated reminders and service requests of Defendant no. 5, same were never taken care of, hence, on 23.09.2018, Defendant No. 5 had sent an email to defendant no. 1 with a list of Service Requests created on behalf of the Plaintiff at the portal of the Defendant No.1.
It was stated that due to lapses on the part of defendant no. 1, Plaintiff's project went live 10 months behind the scheduled time.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 11 of 50 It was stated that certain bugs were identified in the Products/ Softwares/ Cloud-Services which were developed, maintained and serviced by Defendant No.1 and its team and due to those bugs, various transactions had got stucked for which Plaintiff had reached to 'Oracle Support Team' but support received was delayed and lacking, which resulted in mismatch of leave & attendance data and the Plaintiff had to pay its employee(s) even for the hours/days they had not actually worked. This further resulted in creation of an atmosphere of distrust within the Plaintiff's organization which resulted in heavy attrition of the employee(s).
Defendant no. 1 and its Directors were stated to have breached the Service warranty of the agreement as they had responded after 30 days to the Multiple Support Queries raised by Plaintiff.
Defendant No.1 through an email dated 27.12.2018, had clarified to Defendant no. 5 that the delays had occurred in providing support as the Plaintiff was given a Shared Instance of the Products/ Softwares/ Cloud-Services purchased/ subscribed by the Plaintiff from the Defendant No.1 and the bugs reported in the Products/ Softwares/ Cloud-Services couldn't have been patched up because of Shared Instance.
It was stated that the said contract was entered on the premise that the Products/Softwares/ Cloud-Services being sold to the Plaintiff was limitless and was customized as per the CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 12 of 50 needs and requirement of the Plaintiff and the fact of Shared Instance was never disclosed to the Plaintiff.
It was stated further that since no solution was provided to the Service Requests of Defendant no. 5, not only, Plaintiff's business had badly affected but also, Plaintiff had suffered an irreparable loss. It was evident from the correspondence between CSM of Defendant No.1, namely Mr. Mahesh Lad and Mr. Shailesh and Defendant No.5 that the Service Request was to be resolved a day before the Email dated 25.08.2018, which was later on stated to have been resolved only after Quarterly patch i.e. November.
Plaintiff was stated to have come to know that the Products/ Softwares/ Cloud-Services were of Shared Instance, when Defendant No.5 vide email dated 24.12.2018 had raised this concern to the Defendant No.1 as to why the said fact was not informed to the Plaintiff earlier.
It was stated that through an email dated 24.01.2019, Plaintiff had highlighted the issues that were hampering the proper working of the Products/ Softwares/ Cloud-Services to the Defendant No. 1 and vide email dated 20.02.2019, Plaintiff had again pointed out various Service Requests that remained pending at Defendant No.1's end.
It was stated that when defendant no. 1 had failed to provide support, hence, Plaintiff vide e-mail dated 27.02.2019 had terminated the contract as per terms of the contract for non-
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 13 of 50 performance and requested the Defendant no.1 to provide the backup of the data of Plaintiff at the earliest.
It was stated that vide email dated 27.02.2019, when it was communicated to Mr. Sathya Prasad Rai that the Products/ Softwares/ Cloud-Services were bugged, he had promised to provide a resolution plan in a day, however, even after reminder, no resolution plan was provided by the Defendant No.1.
On 18.03.2019, Plaintiff was stated to have reiterated the termination and had further requested for backup of the data to be supplied to it within 60 days, however, despite several requests, Defendant no. 1 had failed to provide the same.
It was stated that by virtue of Clause 6.3 and 9.4 of the Oracle Service Agreement v030917 and clause 9.4 of Oracle Service agreement v012418, Plaintiff had terminated his contract and despite the termination of Contract, Defendant No.1 had grabbed the money of the Plaintiff and with malice to cause damage and harm the reputation of the Plaintiff, it had also issued invoice dated 15.04.2019 & 15.07.2019 upon Plaintiff, hence, on 14.08.2019, Plaintiff had sent a legal notice to Defendants No. 1 to 4, for recovery of Rs. 1,00,27,739/- along with interest @ 18% per annum.
It was stated that the problems faced by the Plaintiff in implementing Products/ Softwares/ Cloud-Service were duly informed to the Defendant No.1, however, it had failed to rectify the same as per the agreed terms, despite that Plaintiff had made CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 14 of 50 all the requisite payments, hence Plaintiff had filed the present suit against Defendants no. 1 to 4.
4. The cause of action was stated to have arisen firstly on 27.02.2019, when Plaintiff had terminated the contract with defendant no. 1 through email. The cause of action was stated to be still continuing against the defendants.
5. Since the registered office of defendant No. 1 was stated to be situated within the local jurisdiction of this court and since the subject matter of the suit was commercial in nature as defined in Section 2(1) I of the Commercial Courts Act, 2015, hence this court was stated to have territorial jurisdiction to try and decide the present lis.
6. In the light of the aforesaid facts and circumstances, the plaintiff had prayed for passing of a decree for recovery of Rs. 1,00,27,739 and decree for recovery of loss on account of paid but unreported leave and attendance of the employees of Rs. 58,40,222/- along with interest @ 18% per annum from the date of filing of the present suit till its actual realization in favour of the Plaintiff and against the Defendants no. 1 to 4 and had also prayed to declare the invoices dated 15.04.2019 and 15.07.2019 issued by the Defendant no. 1 as illegal and bad in law.
7. Upon service of notice, the defendants no. 1 to 4 had also appeared to contest the case of plaintiff on its merits and filed their written statements on record, wherein they had taken a preliminary objection that plaintiff was guilty of concealment of material facts as well as for not approaching the court with clean CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 15 of 50 hands. No cause of action was stated to have ever arisen in favour of the plaintiff and against the defendants.
On merits, Defendant No. 1 was stated to be a Company, who was engaged in the business of developing and selling of application software and related services such as consulting and training. Through years of extensive research, Defendant no. 1 had conceived and formed various highly configurable products/softwares/ cloud services to meet the needs of customers globally.
It was stated that in 2017, Plaintiff had approached the defendant no. 1 to purchase/ subscribe to its non- customizable SaaS (Software As A Service) solution/ product namely 'Mid size HCM bundle' to meet the requirement of its Human Resource Department and the said solution had already been sold to over 6000 customers across the globe and the said products were duly accepted by the Plaintiff. SaaS solution provided a complete software solution which a buyer used to purchase on a pay-as-you-go basis from a cloud service provider i.e. Defendant No. 1. After satisfaction, Plaintiff had entered into an 'Oracle Cloud Services Agreement, bearing no. v030917 with the Defendant no. 1 and it was the sole responsibility of the Plaintiff to have determined the compatibility of products as reflected from the Clause 17.5 of the aforesaid agreement.
It was stated further that, as per the terms of the said Oracle Cloud Services Agreement, subscription of the said products/software/ cloud services was sold to Plaintiff for a total CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 16 of 50 consideration of Rs. 1,27,33,380/- and Plaintiff had agreed to pay the aforesaid amount within a span of 36 months starting from 14.10.2017 on quarterly basis. In the 'Ordering Document', it was specifically mentioned that all payments were to be made within 30 days from the date of issuance of invoices.
It was also stated that as per the 'Oracle Cloud Services Agreement', both the parties had mutually decided not to have any exit clause and thus Plaintiff could not have terminated the agreement before the date of expiry i.e. 14.10.2020, hence, Plaintiff was bound to make payment towards all invoices already raised and to be raised in terms of the aforesaid agreement.
Pursuant to the execution of the aforesaid Agreement, Plaintiff had approached the Defendant No. 1 with the request to suggest a third party vendor qua implementation of the aforesaid software/ cloud services, hence, Defendant No. 1 had accordingly suggested the names of few service integrators and had made it clear that final decision rested with the Plaintiff and Defendant no. 1 would not be liable for any consequences arising therefrom and the same fact was clearly mentioned in Clause 17.2 of the Oracle Cloud Services Agreement. Hence, after due evaluation, Plaintiff had finalized M/s. Evosys Consultancy Services Pvt., i.e. Defendant No. 5 and had entered into a bilateral & independent agreement with it and defendant no. 1 had no role in it, however, many of the claims of the Plaintiff as sought were related to defendant no. 5. There was no Tripartite Agreement executed amongsts the Plaintiff, Defendant CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 17 of 50 No. 1 & Defendant No. 5 and there was no privity of contract between Plaintiff and Defendant No. 1 regarding the work of defendant no. 5, hence any of the liability of Defendant no. 5 could not have been fastened or imposed upon defendant no. 1.
It was also stated that pursuant to the agreement, Defendant no. 5 had started implementing the process, however, soon it had realized that it did not have the expertise and resources to back up and handle the said implementation work, consequently, Plaintiff had approached the Defendant No. 1 Company for assistance and Defendant no. 1 as a goodwill gesture had agreed to help the Plaintiff and had also appointed a 'Customer Success Manager (CSM) on 06.10.2017, to support the Plaintiff and the role of the CSM was clearly explained to the Plaintiff. Due to the efforts and assistance provided by the CSM, Plaintiff had managed to go live and the system was released to the users on 09.04.2018 and the CSM team had continuously helped the Plaintiff and from time to time Plaintiff had generated service requests (SRs) upon the CSM team, which in turn tried its best in getting the same resolved.
It was stated further that the role of CSM was just to assist the Plaintiff to drive success since the project was being executed by the Plaintiff itself. The cloud instance was stated to have been provisioned on 15.10.2017, and the CSM did not have any role during the solution-design stage of the project as the CSM was not a consulting or implementation resource.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 18 of 50 It was stated that when Plaintiff's team had progressed beyond the stage, they had asked for help on various points which they could not configure, hence, the CSM team engaged the Implementation Success Manager ("ISM") to provide guidance and ISM had also conducted a workshop, with no extra cost, for the Plaintiff and Defendant No. 5. Subsequently, in October 2018, the Plaintiff was stated to have asked for more help and accordingly another workshop was conducted by the ISM and there was no deficiency in providing cloud services by Defendant No. 1 and in the engagement of the CSM at Plaintiff's site as more than one member of the CSM team had been engaged at times during the project.
It was stated that the Plaintiff's implementation failure was not due to any product issues and Plaintiff had never given the details of the non-performance of the products, hence, it appeared that Plaintiff might have wrongly configured the system or might have not understood the functionality available within the Fusion HCM.
It was stated that instead of making the payments, Plaintiff had terminated the Oracle Cloud Services Agreement vide email dated 18.03.2019 for no fault of the defendant no. 1 or its product.
Apart from this, except for the paras which were either specifically admitted or essentially or purely constituted a matter of record, rest others were denied by them as wrong and incorrect.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 19 of 50
8. To this written statement of the defendants No.1 to 4, plaintiff had also filed its replication, wherein all the preliminary objections taken by the defendants no. 1 to 4 were denied by it and the contents of plaint were reiterated on merits.
9. Ld. Predecessor of the court, by virtue of Order I rule 10 CPC, had dropped the names of Defendants no. 2 to 4 from the array of parties vide order dated 20.12.2022 and by virtue of Order 1 Rule 10 (2) r/w Order VII Rule 11 r/w Order VI Rule 16 and Section 151 CPC, had also dropped the name of Defendant no. 5 from the array of parties vide order dated 31.01.2023.
10. On the pleadings of the parties, Ld. Predecessor vide his order dated 24.03.2023, was pleased to frame following issues for determination:
1. Whether the plaintiff is entitled to decree of Rs.1,00,27,739/- along with interest, as prayed for ? OPP.
2. Whether the plaintiff is entitled to decree of declaration, declaring the invoices dated 15.04.2019 and 15.07.2019, issued by defendant no. 1, as illegal and bad in law in view of the valid termination of the contract / agreement by the plaintiff ? OPP.
3. Whether the plaintiff is entitled to decree of recovery of loss on account of paid, but unreported leave and attendance of employees to the tune of Rs. 58,40,222/- along with interest ?
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 20 of 50 OPP.
4. Whether the suit of the plaintiff is without any cause of action? OPD.
5. Whether the suit of the plaintiff is liable to be dismissed for suppression of material facts, as per para 8 of the preliminary objections of the written statement ? OPD.
6. Relief.
11. In order to prove its case by preponderance of probabilities, plaintiff had examined its AR Sh. Jitin Sadana, S/o Sh. Manohar Lal Sadana, aged about 41 yrs, having its office at 82, Abhinash Mansion, 1st Floor, Joshi Road, Karol Bagh, New Delhi-110005, who had appeared in the witness box and had filed in evidence, his examination-in-chief by way of affidavit Ex. PW1/A, wherein besides reiterating the contents of plaint on solemn affirmation, he had also placed on record the following documents:-
i. Ex.PW1/1- Copy of the Board Resolution dated 18.07.2019 passed in favour of Sh. Ankur Dhanuka.
ii. Ex. PW1/2- Copy of the Board Resolution dated 02.03.2021 passed in favour of Ms. Abhilasha Singh.
iii. Ex. PW1/3- Copy of the Board Resolution dated 14.04.2023 passed in favour of Ms. Manasi Ajit Kumar.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 21 of 50 iv. Ex. PW1/4- Copy of the Board Resolution dated 12.07.2023 passed in favour of Sh. Jitin Sadana.
v. Ex. PW1/5- Copy of Demonstration of Defendants' products/Softwares/Cloud-Services (running into 41 pages) vi. Ex. PW1/6- Copy of e-mails dated 25.07.2017 and 16.08.2017 sent by Defendant to Plaintiff (Colly).
vii. Ex. PW1/7- Copy of Agreement v030917 and Ordering document dated 16.08.2017 (running into 1 to 12 pages).
viii. Ex. PW1/8- Copy of e-mail dated 07.11.2017.
ix. Ex. PW1/9 (colly)- Copy of e-mails dated 29.12.2017, 09.01.2018 and 09.01.2018 (running into 3 pages).
x. Ex. PW1/10- Copy of e-mail dated 13.01.2018.
xi. Ex. PW1/11- Copy of Agreement v012418.
xii. Ex. PW1/12- Copy of e-mail dated 13.03.2018.
xiii.Ex. PW1/13- Copy of e-mail dated 04.04.2018 sent by Plaintiff to one Shakun Khanna of defendant no. 1 (Running into 2 pages).
xiv. Ex. PW1/14- Copy of e-mail dated
03.07.2018.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 22 of 50
xv. Ex. PW1/15- Copy of e-mail dated
20.07.2018.
xvi. Ex. PW1/16- Copy of e-mails dated
25.07.2018, 26.07.2018 and 27.07.2018 (colly) (running into 3 pages.
xvii. Ex. PW1/17- Copy of two e-mails dated 12.09.2018 (running into 3 pages).
xviii. Ex. PW1/18- Copy of e-mail dated 13.09.2018.
xix. Ex. PW1/19- Copy of e-mail dated 23.09.2018.
xx. Ex. PW1/21- Copy of e-mail dated 27.12.2018 (running into 2 pages).
xxi. Ex. PW1/22- Copy of e-mail dated 24.12.2018 (running into 2 pages).
xxii. Ex. PW1/23- Copy of e-mail dated 24.01.2019 (running into 3 pages).
xxiii. Ex. PW1/24- Copy of e-mail dated 20.02.2019 (running into 3 pages).
xxiv. Ex. PW1/25- Copy of e-mail dated 27.02.2019 (running into 3 pages).
xxv. Ex. PW1/26- Copy of e-mails dated 01.03.2019, 09.03.2019 and two e-mails both dated 15.03.2019 (running into 7 pages).
xxvi. Ex. PW1/27- Copy of e-mail dated
18.03.2019 (running into 5 pages).
xxvii. Ex. PW1/28- Copy of invoices dated
15.04.2019 and 15.07.2019 (running into 4
pages).
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 23 of 50
xxviii. Ex. PW1/29- Copy of Legal Notice
dated 14.08.2019 (running into 11 pages).
xxix. Ex. PW1/30- Copy of reply dated
12.09.2019 (running into 5 pages).
xxx. Ex. PW1/31- Copies of 7 invoices
pertaining to defendant no. 1004111, 1004178, 1008056, 1013286, 1018920, 1023135, 1027151 and two bank certificates referred in para 60 of Ex. PW1/A (running into 16 pages).
xxxi. Ex. PW1/32- Affidavit on behalf of the Plaintiff company filed u/s 65 B of the IEA which was signed by AR of the Plaintiff Sh.
Ankur Dhanuka.
(However, document Ex. PW1/20 was de-
exhibited being the photocopy and marked as Mark 'A').
During his cross-examination conducted by Ld. Counsel for the defendant, PW1 had stated that he had been working with Plaintiff since 12.12.2019 and on the date of his deposition, he was working as a Company Secretary with the Plaintiff. Plaintiff company was stated to have recorded the resolution passed in the minute book and he could have produced the same, if asked for. He had denied the suggestion that Plaintiff had never authorized him to represent it in the present case. However, he had volunteered that he had been authorized through Board Resolution. He had admitted that Ex. PW1/7 and Ex. PW1/11 were not executed in his presence. He was stated to have CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 24 of 50 derived knowledge about facts of this case from the records of the Plaintiff and not having any personal knowledge of the same.
After going through para 10 of Ex. PW1/A, he had denied that Evosys Consultancy Services Pvt. Ltd. i.e. Defendant no. 5 alone was responsible towards all works and services of the product. He had admitted that a bilateral and an independent agreement was executed between Plaintiff and Defendant no. 5 with regard to implementation of the Defendant no. 1's software and copy of said agreement was Ex. PW1/D1. However, he had volunteered that Defendant no. 5 was recommended to Plaintiff by Defendant no.1. He had denied the suggestion the Plaintiff had unilaterally decided to enter into an agreement with defendant no.5. He had admitted that he had not filed on record, any document to show that Defendant no. 5 was appointed on the recommendations of Defendant no. 1. However, he had volunteered that on the websites of both the defendants no. 1 and 5, it was mentioned that they were channel partners. A suggestion contrary to it was denied by him that no such information was mentioned on the websites of defendants no. 1 and 5.
During his further cross-examination conducted by Ld. Counsel for Defendant on 27.08.2024, he had admitted that he was aware of the terms and conditions of Ex. PW1/D1, but he was not aware as to whether defendant no. 1 knew about it or not. He had denied the suggestion that Defendant no. 5 had successfully achieved all misestone/deliverables as mentioned in schedule III of Ex. PW1/D1. It was also admitted by him that as per said schedule, Plaintiff was to make a total payment of Rs. 41 CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 25 of 50 Lakhs to Defendant no. 5 for the entire work. However, Plaintiff was stated to have made a total payment of Rs. 46,38,100/- to Defendant no. 5 under the said contract. He had no knowledge as to whether any agreement was executed between Plaintiff and defendant no.1 for reimbursement of any payments as were made by the Plaintiff to any third party for implementing the defendant's software. When dispute had arisen between Plaintiff and Defendant no. 1, Defendant no 5 had stopped working on the project, however, he had no knowledge whether Plaintiff had terminated the agreement Ex. PW1/D1 or not. He had admitted that the total amount claimed in the present suit also included the payments made by the plaintiff to the Defendant no. 5 as well.
During his further cross-examination conducted by Ld. Counsel for Defendant on 17.09.2024 before the court, he had stated that by "cloud Service" as mentioned in para 12 of his affidavit Ex. PW1/A, he meant that the software which was provided to them by the defendant was an online version, which was a "cloud" based service. Whether a cloud could have been used by many persons at a particular given point of time or not would have depended upon the manner in which the service provider had provided the same. However, he had volunteered that in case of a customized cloud, it could have been used only by the person for whom it was designed and in case a general cloud platform, it could have been used by many persons at any point of time. He had denied the suggestion that plaintiff had a non exclusive user right over the cloud platform. The term "Shared Instance" as used in para 12 of his affidavit Ex. PW1/A, he meant that cloud platform, which was provided to them was a CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 26 of 50 common platform, which could have been used by multiple users at a particular point of time, however, he had further volunteered that this fact was never disclosed to them by the defendant. He had denied the suggestion that defendant had never concealed from the plaintiff that it had provided a common cloud platform to it, which was bound to be shared platform in all probabilities. He had denied the suggestion that whenever an issue had arisen in the functioning of cloud platform, then it would have been resolved by common patches with regular intervals to avoid/rectify the bug. Since, all the requirements of the Plaintiff, for which the software was purchased were not met out by it, hence, he had mentioned it as having limited functioning. The requirements were duly communicated to the defendant through various emails, which were already placed on record besides, a mention of some of those in their agreement. He had denied the suggestion that all the requirements, as per the agreement Ex. PW1/7, were met out by the defendant.
During his further cross-examination conducted by Ld. Counsel for Defendant on 18.09.2024, PW1 had admitted that all the five products as mentioned in para 13 of his affidavit had different functions. None of the aforesaid products was stated to have ever worked out for the Plaintiff as the system could not be run. He had denied the suggestion that none of the Products sold by defendant to Plaintiff were non-functional. He had further denied the suggestion that the services of customer success manager (CSM) provided to the Plaintiff by the Defendant were on a complementary basis and had no role either in designing or in consulting or in implementation and effective operation of CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 27 of 50 product sold to him by defendant. He had denied the suggestion that defendant had never offered any customized products/software/cloud services to the Plaintiff as mentioned in para 21 of his affidavit Ex. PW1/A. He had though admitted that plaintiff had understood the complete functioning of the software before its purchase.
He had denied the suggestion that the product was always functional, however, it was the wrong configuration on part of the Plaintiff and Evosys consulting services Pvt. Ltd., because of which, the Plaintiff had faced certain difficulty in working of the product. He had further denied the suggestion that the Plaintiff had not suffered any losses or damages on account of the defendant company. He had denied the suggestion that there was no deficiency of service or breach of warranty/ contract and therefore, the question of refunding the fee paid under the contract had not arisen at all. He had denied the suggestion that whatever service requests were raised by the Plaintiff or Evosys upon the defendant, same were duly rectified and addressed.
Other formal suggestion were also denied by him as wrong and incorrect.
PW-2 Sh. Jivesh Ahuja, S/o Sh. Kamal Kishore Ahuja aged about 36 yrs R/o 125, Scindia House, Cannaught Place, New Delhi-01, who was a summoned witness and he was stated to have had left the services of M/s Manoj Ritu and Associates, the Chartered Accountant Firm since 2020. On the date of his deposition, he had identified his signatures as CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 28 of 50 appearing at Point A of Mark A, which was later on exhibited as Ex. PW2/1.
During his cross-examination conducted by the Ld. Counsel for Defendant on the very same day, he was stated to have remained associated with the said firm since 2008, however, he had no knowledge as to since when, the said firm was auditing the accounts of Plaintiff. He could not have told as to on whose instructions, he had issued the certificate Ex. PW2/1. However, a suggestion contrary to it was denied by him that he had issued the said certificate without any instructions from anyone whosoever. The certificate Ex. PW2/1 was stated to have been issued on the basis of record provided by the Plaintiff company. However, he had denied the suggestion that he had issued the certificate mechanically at the instance of Plaintiff company without verifying the factual situation.
Plaintiff had also examined PW3 Sh. Ankur Dhanuka S/o Late Sh. Radhe Shyam Ji Dhanuka, aged about 42 yrs R/o 801, Cardinal, Hiranandani Estate, Ghod Bunder Road, Thane West-400607, Maharashtra as its witness, who had placed on record, affidavit Ex. PW3/A in his examination-in- chief, wherein he had reiterated the contents of plaint on solemn affirmation.
During his cross-examination conducted by the Ld. Counsel for the Defendant on the very same day, he had denied the suggestion that Evosys Consultancy Services Pvt. Ltd was solely responsible towards all works and services mentioned in CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 29 of 50 para 6 of his affidavit Ex. PW3/A in respect of the product in question. He had admitted that defendant had only referred the Evosys as its certified business partner but the decision to engage its services was taken independently by the Plaintiff. He had admitted that there was no agreement between Plaintiff and the defendant regarding reimbursement of third party claims by defendant to the Plaintiff. He had also admitted that Plaintiff had made all the payments to Evosys in respect of services rendered by it either as per the agreement or any additional services which were availed by the Plaintiff being necessary.
It was stated that by the term, "shared instance", he meant that instead of providing exclusive space to the Plaintiff on the Cloud, it was provided a shared space, features and functionalities, which were being used by many other clients of Defendant as well. He had denied the suggestion that since beginning Plaintiff was aware of its being provided with a shared space. He had also denied the suggestion that the services of CSM were provided by the defendant to the Plaintiff company on a complementary basis and he had no role in the designing or in consulting or in implementation and effective operation of the product in question. It was stated to be not a customized product, however, he had volunteered that it was though configured as per Plaintiff's needs and requirements.
He had admitted that Plaintiff had purchased the product after being satisfied about its performance and compatibility with regard to its requirements. However, he had volunteered that what demonstrated earlier had not worked later.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 30 of 50 He had denied the suggestion that the product was always functional, however, it was the wrong configuration on the part of the Plaintiff and Evosys because of which the Plaintiff had faced difficulties in the working of the product.
Other formal suggestions were also denied by him as wrong and incorrect regarding Plaintiff having not suffered any losses or damages due to any defect in the product or deficiency in the services rendered by the defendant.
12. Thereafter Plaintiff's evidence was closed.
13. In rebuttal, Defendant had examined Sh. Aloke Agrawal, S/o Sh.Satyapal Agrawal, aged about 47 yrs, R/o K- 9/27, DLF, Phase-II, Gurugram, Haryana, working as Master Principal Solution Engineer, having his office at One Horizon Center Levels 7,8, and 9, Sector-43, DLF Phase-V, Golf Course Road, Gurugram, Haryana-122003, who had filed in evidence, his examination-in-chief by way of affidavit Ex. DW1/A reiterating the contents of written statement on solemn affirmation. He had also placed on record, the following documents:-
i. Ex.DW1/1- Copy of Board Resolution dated 18.10.2024 passed in favour of the DW1 by the board of Directors of the defendant company to represent itself and depose on behalf of the defendant company.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 31 of 50 ii. Ex.DW1/2- Extract of Board Resolution dated 06.01.2020.
iii. Ex.DW1/3- Written Statement.
iv. Ex.DW1/4- Agreement executed between
Plaintiff and M/s. Evosys Consultancy Services Pvt. Ltd.
v. Ex.DW1/5 (colly)- Printouts of two slides that ware shared with the Plaintiff.
vi. Ex.DW1/6 (colly)- Some of the emails correspondences dated 07.12.2017, 08.12.2017, 11.12.2017, 12.12.2017 and 13.12.2017 exchanged between the parties showing that assistance provided by CSM to the Plaintiff and M/s Evosys Consultancy Services Pvt. Ltd.
vii. Ex.DW1/7 (colly)- Clod applications for both standard and enterprise versions.
viii. Ex.DW1/8 - the reply email dated
27.07.2018.
ix. Ex. DW1/9- e-mail dated 12.09.2018.
x. Ex. DW1/10- email dated 17.09.2018 sent
by M/s Evosys Consultancy Services Pvt. Ltd. to Plaintiff and Defendant.
xi. Ex. DW1/11 (Colly)- Email correspondences dated 24.01.2019, 25.01.2019, 05.02.2019m 06.02.2019, 07.02.2019, 20.02.2019 and 26.02.2019.
xii. Ex. DW1/12- Reply email dated 26.02.2019 sent by the Defendant to Plaintiff.
xiii. Ex. DW1/13- Email dated 17.04.2019.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 32 of 50 xiv. Ex. DW1/14- Certificate u/s 65B of IEA.
(However, document Ex. DW1/2 was de-exhibited being the photocopy and marked as Mark DA and document Ex. DW1/4 was also de-exhibited as it had already been placed on record as Ex.
PW1/D1).
During his cross-examination conducted by the Ld. Counsel for the Plaintiff on the very same day, he had stated that he had joined the defendant company on 20.12.2020, however, he was not employed there when the negotiations with the plaintiff had taken place. Defendant was stated to have first made its presentation to the plaintiff regarding the core HR software comprising of Core HCM, Time and Attendance, Talent Management and some others and thereafter, the product was sold to it as per Plaintiff's requirements. Defendant's software was stated to have been newly launched in India, however, he had again stated that it was not newly launched in India and its configuration was done by their partners hence, as their goodwill gestures, they used to offer limited technical assistance to their customers including the plaintiff whenever they faced any technical problem or issues, which was done by their CSM (Customer Success Manager) Branch. He had referred certain issues as technical problems. Plaintiff was stated to have informed the defendant about its satisfactions with the product sold to it. However, he was stated to have not been the part of organization at that time, hence, he could not have shown any such document in that regard. He had denied the suggestion that CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 33 of 50 plaintiff was not satisfied. He could not have told as to what requirements, plaintiff had conveyed at the time of negotiations and purchase of software as he was not working with the defendant at that time.
He was stated to have gathered the information from his company which was mentioned by him in his affidavit.
To a specific question, regarding "changes required in the existing system pertaining to software governing HR Department" as mentioned in para 5(o) of Ex. DW1/A, he had clarified that it meant changes in the software system as per the requirement of plaintiff.
He had denied the suggestion that there was an agreement between plaintiff and defendant related to CSM. The Oracle Cloud service agreement was stated to have been entered between the parties in 2017. He was stated to have seen all the correspondences including e-mails exchanged between the parties. Defendant was stated to have never reviewed reconciliation of account and payment made by the plaintiff. He had denied the suggestion that defendant had failed to resolve the issues and complaints raised by plaintiff, promptly and within time. He was stated to be not aware of any unresolved complaints or disputes regarding software functionality of support services.
To a specific question he had stated that no term such as "Shared Instance" was used in the agreement.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 34 of 50 He had though admitted that in a shared instance, multiple customers had shared the cloud resources, however, he was not aware as to whether plaintiff was informed by the defendant regarding providing it a shared space instead of dedicated one or not. He was stated to be acquainted with the down time issues faced by plaintiff. However, he had volunteered that it was a common feature of up-gradation of software, though, he was not aware of any performance issues and resource constraints experienced by the plaintiff.
He had denied the suggestion that implementation partner i.e. M/s Evosys was recommended by the defendant to the plaintiff. He had seen one mail regarding plaintiff's complaint about said Evosys. He had admitted that Evosys was their implementation partner. He was stated to have no knowledge as to whether defendant had conducted any performance survey and quality check in respect of implementation work done by Evosys or not. HCM was stated be a product which was sold to HR departments for their functioning whereas cloud was very big and broad concept where many softwares worked together.
Other formal suggestions were also denied by him as wrong and incorrect.
Defendant had also examined its Director (legal) Ms. Priyanka Gupta D/o Sh. Lakhan Lal Gupta aged about 44 yrs, R/o B-13, Aditi Apartment, IP Extension, Patparganj, Delhi- 92, as DW2, having branch office at One Horizon Center Levels 7, 8 and 9 Sector 43, DLF Phase-V, Golf Course Road, Hayana-
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 35 of 50 122003, who had filed in evidence, her examination-in-chief by way of affidavit Ex. DW2/A reiterating the contents of written statement of Defendant on solemn affirmation. She had also relied upon the documents already Mark and Exhibited as DA and DW1/5 respectively.
During her cross-examination conducted by the Ld. Counsel for Plaintiff, she was stated to have no role in preparation of the agreement between the parties as at that time she was working as Senior legal Counsel for defendant. She had admitted that she was not directly involved in any of the transactions with the Plaintiff company. She had also admitted that paras 5 to 14 of her affidavit Ex. DW2/A were not based upon her personal knowledge, rather on the information received by her from other workers and record of the company. She had denied the suggestion that she was deposing falsely.
14. Thereafter Defendant's Evidence was also closed.
15. I have heard Sh. Akhil Mital, Ld. Counsel for Plaintiff and Sh. Nitin Mangla and Sh. Vineet Mehta, Ld. Counsels for defendant, at length and have gone through the record.
16. Ld. Counsel for the Plaintiff in his written submissions filed on record had contended that Defendants No. 1 to 4 had misrepresented during the procurement of order that they had provided the "Dedicated Enterprise Solution", which was especially designed for Plaintiff, however, they had failed to do CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 36 of 50 so and had provided "Shared instance" of the Cloud Services/Software to Plaintiff, leading to software failure as lot of bugs were present in the software. Defendant No. 1's team including Mr. Puneet Sharma, Ms Aarthi Iyer and Mr. Shakun Khanna were stated to have demonstrated that they had provided the customized products, software and cloud services, extensively covering features such as Employee Management Leave & Attendance, Goal Setting & Performance Management, Career & Succession Planning, Compensation Management and Recruitment & On-Boarding and had also claimed that they would have fully met the Plaintiff's requirement and usage parameters as it was clearly evident from Ex. PW1/5 and Defendant no. 1 vide its email dated 25.07.2017 Ex. PW1/6 had assured the Plaintiff in writing that the purchased cloud services had matched the features as demonstrated during the evaluation and had also reaffirmed the same vide email dated 16.08.2017 Ex. PW1/6, however, Plaintiff was stated to have disputed the per user rate vide its email addressed to Sh Shailesh Singla.
It was also contended by Ld. Counsel for Plaintiff in his written submissions that Plaintiff had raised its complaint regarding non-availability of CSM vide email dated 07.11.2017 Ex. PW1/8, hence, in response to Plaintiff's complaint, Defendant had appointed Ms. Mahesh Lad as new CSM, however, he had also failed to respond to the Plaintiff's requirement as it was evident from Ex. PW1/9 and vide email dated 13.01.2018 Ex. PW1/10, Plaintiff had again sought support from CSM. Defendant no. 1 vide its email dated 13.03.2018 Ex. PW1/12 addressed to Defendant no. 5 had acknowledged gaps CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 37 of 50 and delay in "go live". Plaintiff was stated to have contacted Mr. Shakun Khanna vide email dated 04.04.2018 Ex. PW1/13 citing continued delay and CSM's under-performance. Defendant no. 5 was stated to have sought support vide emails dated 03.07.2018, 25-27.07.2018 , 12.09.2018, 13.09.2018, Ex. PW1/14, Ex. PW16, Ex. PW1/17, Ex. PW1/18, respectively, from Defendant no. 1 in implementing the product and Plaintiff had also sought support from Defendant no. 1 vide its email dated 20.07.2018 Ex. PW1/15. Defendant no. 5 had sent the list of service requests on behalf of the Plaintiff to Defendant no. 1 vide email dated 23.09.2018 Ex. PW1/19. Defendant no. 5 was stated to have asked the Defendant no. 1 vide email dated 24.12.2018 Ex. PW1/22 as to why the fact of "Shared instance" was not disclosed to Plaintiff. Defendant no. 1 (Ms. Deepa Prabhu) was stated to have revealed the fact of "Shared instance" vide email dated 27.12.2018 only. Plaintiff vide its email dated 24.01.2019 Ex. PW1/23 had also highlighted the issues, which had hampered the working of the products and vide email dated 20.02.2019 Ex. PW1/24, had again listed various pending service requests and when Plaintiff's requests were not taken care of by the Defendants, hence, vide email dated 27.02.2019 Ex. PW1/25, it had terminated the contract and requested the back up data, however, defendant no. 1 had failed to provide the back up of data, hence, again vide email dated 18.03.2019, Ex. PW1/27, Plaintiff had sought back up of data and had reiterated the termination of agreement. However, despite termination of the agreement, Defendant no. 1 had raised invoices upon the Plaintiff vide emails dated 15.04.2019 and 15.07.2019 both Ex. PW1/28.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 38 of 50 Ld. Counsel for the Plaintiff had also contended that as per clause 6.3 of the Oracle Cloud Services Agreement (v03099917), Defendant no. 1 had warranted performance using commercially reasonable care and skill and in case of any deficiency, Oracle was obligated either to correct the defect or refund the prepaid fees upon termination. However, Oracle had failed to implement the 'Go Live" on time as the same was delayed by nearly 10 months due to the presence of several bugs in the software, leading to erroneous attendance and salary data. Plaintiff's complaints and reminders Ex. PW1/9, Ex. PW1/12 and Ex. PW1/17 were stated to have remained unrectified even beyond the "cure period" of 30 days as per the Clause 9.4 of the agreement.
Defendant in its written synopsis filed on record had relied upon Ex. PW1/5 and Ex. DW1/5 as its demonstration documents and it further placed reliance on agreement Ex. PW1/7 dated 16.08.2017, in which emphasis was supplied on clauses 17.5 pertaining to clients responsibility for taking the software as per its requirements and clause 17.2, which exempted the defendant from any kind of liability for the act or services provided by the third party. Clause 6.2 pertained to no liability clause of the Defendant and clause 6.3 provided that if the deficiency was not substantially corrected in a commercially reasonable manner, then the client could have ended the deficient services and the defendant would have refunded the fees for the termination of services which were pre paid to it, but there was no clause for reimbursement of the payments made by the client to the third parties/implementation parties.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 39 of 50 Similarly reliance was also placed upon service agreement executed between the Plaintiff and Evosys Ex. PW1/D1 and it was submitted in the light of aforesaid agreement that admittedly there were five separate cloud services taken by the Plaintiff from the defendant and the Plaintiff had miserably failed to show or furnish any proof that all of the said five cloud services were not being able to run successfully.
Similarly, there was no evidence of any technical expert to identify the exact problem/malfunction in each of the cloud services and the problem allegedly disclosed only pertained to the wrong calculation of the leave/attendance of the employees.
Similarly as per Ex. PW1/8, the project was to commence from 15.10.2017 and in the said email, though presence of CSM was mentioned by the Plaintiff, however, it had also shown its dissatisfaction towards the services rendered by the CSM. The emails Ex. DW1/6 (colly) had reflected the assistance rendered by defendant's CSM to the plaintiff and Evosys towards resolution of their grievances.
Similarly, Ex. PW1/9 provided for certain requirements raised by the Plaintiff which were provided to it by the defendant and Ex. PW1/12 was the email written by Defendant to Evosys to look into the matter of the Plaintiff and resolves the gaps, if any.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 40 of 50 It was also admitted that Ex. PW1/13 was though not relevant as the go live was done on 09.04.2018 and further emails reflected only the queries and problems raised by the Plaintiff and their corresponding responses by the defendant.
It was also stated that vide email Ex. PW1/21 dated 27.12.2018, the defendant had informed the Plaintiff that for the purpose of removing the bug patching, it was required to be done only when all other customers sharing the said space would have agreed to it, however, it being a shared instance, the monthly patching of the said space was not possible.
Similarly, vide email Ex. DW1/12 dated 26.02.2019, defendant had replied that the SRs issues raised by the Plaintiff were either closed or a solution to same was offered and Ex. DW1/13 provided the reply by defendant to the termination notice, whereas Ex. PW1/31 were the invoices raised by the defendant upon the Plaintiff. Ex. PW1/32 pertained to the proof of payments made by the Plaintiff to defendant.
17. In the light of aforesaid arguments and counter- arguments, my issue wise findings are as under:
Issue no.1. Whether the plaintiff is entitled to decree of Rs.1,00,27,739/- along with interest, as prayed for ? OPP.
The onus to prove this issue was upon the plaintiff, who had alleged that while purchasing the said five different softwares/cloud spaces for smooth functioning of its administration, the Plaintiff had paid a sale consideration of Rs.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 41 of 50 1,07,91,000/-, out of which amount Rs. 46,38,100/- was stated to have been paid by the Plaintiff to M/s Evosys being the channel partner of defendant no. 1 towards annual contract as well as additional services rendered by it to the Plaintiff and an amount of Rs. 58,40,222/- was claimed towards cumulative cost spent on account of defective recording of attendance of its employees and full payments made to them by the Plaintiff irrespective of their leaves and absence from the duties.
In this regard, though defendant had categorically taken a stand that as per the agreement entered between the parties, defendant was not liable to reimburse the Plaintiff anything paid by it to any third party, however, in view of the categorical admission made by DW1 during his cross- examination regarding M/s Evosys being one of the implementation partners of the Defendant no.1, it could not have avoided or evaded its liability towards any action/omission of one of its partners as law of partnership is very clear that one partner is for all and all are for one, hence, not only each partner acts as a principal for self, but he also acts as agents of other partners and even one partner could be easily held liable for the entire liability incurred by the partnership firm towards a third party leaving the inter se settlement of accounts between the partners themselves.
Though it has been claimed in the written statement by the defendants that a list of implementing partners was provided by them to the Plaintiff to chose one of such implementation partners, however, neither said list was provided on record, nor the plaintiff was confronted on this aspect at any CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 42 of 50 point of time whatsoever during cross-examination of the Plaintiff's witnesses.
Furthermore, it was fairly conceded by Ld. Counsel for the defendant during final arguments that name of only Evosys was suggested and referred by the Defendant to the Plaintiff being its implementation partner. Even PW3, during his cross-examination had also admitted this fact that defendant had only referred M/s Evosys as its certified business partner, however, decision to engage its services was taken independently by the plaintiff and there was no agreement between the Plaintiff and Defendant regarding reimbursement of third party claims by the defendant to the Plaintiff and further it was admitted that Plaintiff had made all the payments to Evosys in respect of services rendered by it either as per the agreement or any additional services, which were availed by the Plaintiff being necessary.
In the light of this admission of PW3 as well, it was argued before me that defendant herein could not be held liable for any of the acts or omissions of said Evosys. However, by putting this suggestion to the witness, Defendant itself had admitted that it had referred only the name of Evosys as its certified business partner to the Plaintiff leaving no choice with the Plaintiff but to enter into an agreement with the said Evosys at any cost whatsoever, hence, now Defendant no. 1 could not have termed one of its business implementation partners as a third party, rather it is the Plaintiff who had become a third party qua the defendant and said Evosys inter se.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 43 of 50 It is also an admitted fact as born out from the discussion of the evidence and contentions of the parties that right from the beginning, the Plaintiff was induced to purchase the said software on the pretext that it was being specifically designed for Plaintiff alone considering and keeping in mind its exclusive and specific requirements to run its administration smoothly.
From the very perusal Ex. PW1/5 at page no 32 of the paper book, it transpires that it was meant to meet the exclusive requirements of the Plaintiff only as the said demonstration PPT was carrying a title "the right HCM capabilities can help Dhanuka reduce its business pain and achieve operational efficiencies" and this document was further followed by the document showing other features of the softwares developed by the defendant no. 1, leading anybody to have believed that it was specifically and exclusively designed by defendant to meet the specific requirements of the Plaintiff. However, it is also an admitted fact that the said system had never come into operation either from its scheduled date or at any date subsequent thereto and was facing the problems right from the date of its installation itself.
Though it has been argued before me by Ld. Counsel for defendant that Plaintiff had miserably failed to show as to which of the five softwares purchased by it had caused problems and thus it could not have claimed the refund of entire amount as there was no problem noticed with respect to other CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 44 of 50 four softwares, however, I have no hesitation in holding that by their very nature, all the softwares purchased by the Plaintiff were inter-dependent and inter connected with each other and non-performance or bad performance of any one of those could have resulted into not functioning of other softwares as well.
Furthermore, from Ex. PW1/6, it becomes amply clear that the quotation of the defendant covered all the modules which were discussed between the parties so as to give an impression that the said modules were developed and designed specifically and exclusively for the Plaintiff, which fact also gets fortified from the email written by defendant no. 1 to the Plaintiff on 16.08.2017 appearing at page no. 71 of the paper book forming part of Ex. PW1/6.
It is also interesting to see that as per clause 17.2 of the service agreement entered between defendant and the Plaintiff, it mentioned about the business partners of the defendant and other third parties including any third parties with whom the services were integrated or were retained by the client, which essentially meant to show that it was not even the intention of the defendant herein to have addressed its own business implementation partners as a third party so as to absolve itself from any of the liabilities so incurred from their acts and omissions.
From the print out of the emails exchanged between the defendant no. 1 and said Evosys and relied upon by the Plaintiff on record, it becomes amply clear that even the said CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 45 of 50 Evosys was desperately trying to seek help from defendant no. 1 in resolving the problems faced by the Plaintiff in utilization of the said software, however, all that defendant was doing in the matter was just giving plain assurances to said Evosys only being its channel partner.
Furthermore, from the email dated 24.12.2018, Ex. PW1/22, it becomes amply clear that even the persons from Evosys had made a complaint to the defendant no. 1 that it had not disclosed to the Plaintiff that a shared space was provided to it and it was only told after a quite delay when the service request was raised in that regard, which shows that Plaintiff was kept by the Defendant in dark since beginning and was never disclosed that it was provided only a shared space by it and not an exclusively designed and programmed software to meet its requirements, therefore, I have no hesitation in holding that since the Plaintiff could not utilize the said space for its business purposes even for a single day, hence, defendant herein was liable to refund the entire money taken by it towards sale of said softwares to the Plaintiff. So far as the defence tried to be set up or build up by the defendant regarding wrong configuration of the software either by Plaintiff or by said Evosys is concerned, it seems to be a very hard fact to digest that a implementation partner of the defendant would not be having any knowledge about software configuration. Furthermore, Defendant had miserably failed to furnish on record the right configuration as per its estimation and the configuration used by its implementation partner in respect of Plaintiff's software. Hence, CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 46 of 50 it appears to be merely a sham plea without having any basis for the same.
So far as liability qua said Evosys being the implementation partner of defendant is concerned, from the entire material adduced and produced on record, it is amply clear that said Evosys, who was the channel business and implementation partner of defendant no. 1 had left no stone unturned in rendering its best possible services to the Plaintiff in resolution of its problems and this had continued almost through out the subsistence of the main agreement between the Plaintiff and the parties, unless it was was terminated qua defendant vide emails dated 27.02.2019 and 18.03.2019. Thus I have no hesitation in holding that although the initial agreement between the Evosys and the Plaintiff had to remain in force for a period of three years from the date of its execution, however, Plaintiff had also utilized the services of said Evosys for a period of almost 1½ years i.e. upto half of the duration of the existence of the said agreement between the parties and after termination of its main contract with defendant, even Evosys had no obligation to render any assistance to the Plaintiff any further, hence, I have no hesitation in holding that defendant is also liable to pay half of the said contractual amount of Rs. 20.5 lakhs to the Plaintiff being half of the total consideration amount of Rs. 41 lakhs in respect of the agreement executed by the Plaintiff with the said Evosys. This refund shall be in addition to the amount already paid by the Plaintiff to the defendant towards purchase of its software totalling its liability to refund an amount to the tune of Rs. 78,90,222/- to the Plaintiff.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 47 of 50 So far as the other amount of Rs. 58,40,222/- lakhs is concerned, the Plaintiff is relying upon the report of CA Ex. PW2/1 in this regard which was prepared on the basis of certain record kept and produced in a tabulated form, however, the record on the basis of which the said report was prepared by the CA had not been certified or verified by any competent authority authorized to do the same and has been produced in excel form carrying a seal of the CA firm. However, it is not even the case of the Plaintiff that the said CA firm was duly authorized and empowered to maintain such attendance record or to have certified the same before the court to judge its authenticity and genuineness, hence, I have no hesitation in holding that Plaintiff has failed to prove its entitlement to the recovery of said amount, the issue is accordingly answered in affirmative and partially decided in favour of the plaintiff and against the defendant holding the Plaintiff entitled to recover an amount of Rs.78,90,222/-.
Issue No. 2. Whether the plaintiff is entitled to decree of declaration, declaring the invoices dated 15.04.2019 and 15.07.2019, issued by defendant no. 1, as illegal and bad in law in view of the valid termination of the contract / agreement by the plaintiff ? OPP.
The onus to prove this issue was also upon the Plaintiff, who had alleged that after termination of the contract, the defendant had raised the aforesaid invoices, which fact is also apparent from the record of the matter, however, as per the provisions of specific relief act, a decree for declaration could be obtained only when a legitimate right, title or interest of Plaintiff CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 48 of 50 has been denied by the Defendant. In the given facts and circumstances of this case, as well as evidence adduced by the parties, it could not be held that any of the legitimate right, title or interest of the Plaintiff was denied by the defendant by raising such invoices so as to entitle the Plaintiff for a decree of declaration qua those invoices as prayed. Hence, I am of the considered opinion that no such declaration could be granted to the Plaintiff by this court. The issue is accordingly answered in negative and decided against the Plaintiff and in favour of the defendant.
Issue no. 3. Whether the plaintiff is entitled to decree of recovery of loss on account of paid, but unreported leave and attendance of employees to the tune of Rs. 58,40,222/- along with interest ? OPP.
Onus to prove this issue was again upon the plaintiff and, however, in view of my findings already given in this regard while determining issue no. 1, the present issue is answered in negative and decided in favour of defendant and against the Plaintiff.
Issue no. 4. Whether the suit of the plaintiff is without any cause of action? OPD.
Onus to prove this issue was upon the Defendant. However, no evidence was adduced by defendant to discharge the same, hence, issue is answered in negative and decided in favour of Plaintiff and against the defendant holding that the Plaintiff had a valid cause of action to sue the defendant in the present case.
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 49 of 50 Issue no. 5. Whether the suit of the plaintiff is liable to be dismissed for suppression of material facts, as per para 8 of the preliminary objections of the written statement ? OPD.
Onus to prove this issue was again upon the Defendant, however, he had failed to discharge the same by placing on record the facts which as per it, were though material but were conceded or suppressed by the Plaintiff, so as to have laid a false claim against the Defendant. Accordingly, issue is also answered in negative and decided in favour of Plaintiff and against the defendant.
(v) Relief.
18. In view of my findings given to all the issues above, suit of the plaintiff is partly decreed to the extent of Rs. 78,90,222/- along with costs and pendent elite and future interest on the said amount @ 8% per annum from the date of institution of the suit till its actual realization in favour of the Plaintiff and against the defendant. Decree sheet be drawn accordingly.
19. File be consigned to record room after completion of necessary legal formalities in this regard.
ANNOUNCED IN THE OPEN COURT
DATED: 18.11.2025 Digitally signed
LOKESH by LOKESH
KUMAR
KUMAR SHARMA
SHARMA Date: 2025.11.18
17:07:50 +0530
(Lokesh Kumar Sharma)
District Judge (Commercial Court)-05
South/Saket/New Delhi
CS (COMM) 352/19 M/s Dhanuka Agritech Ltd. Vs. Oracle India Ltd. And Ors. Page No. 50 of 50