Delhi District Court
M/S I Pack India Private Limited vs M/S Haldiram Marketing Private Limited on 5 May, 2026
IN THE COURT DISTRICT JUDGE
(COMMERCIAL COURT-02) : SOUTH-EAST DISTRICT :
SAKET COURTS : NEW DELHI
Presided by: LALIT KUMAR
In the matter of:
CS (Comm) - 2959/2024
M/s I Pack India Private Limited
having registered office at 100, Jupiter Apartments,
Block-D, Vikas Puri, New Delhi - 110018.
Also at:
B-37, Keshopur Industrial Area,
Behind H-Block Petrol Pump,
Vikas Puri, New Delhi - 110018. ..... Plaintiff
Versus
Haldiram Marketing Private Limited
Haldiram- Village Kherki Daula, Delhi Jaipur Highway,
Gurgaon, Basai Road, Gurgaon, Haryana - 122001
Also at:
B-1/H-3, Mohan Co-operative Industrial Estate,
Mathura road, New Delhi - 110044
Email address of defendant:
[email protected]
[email protected]
[email protected]
[email protected] .....Defendant
Date of institution : 05.08.2024
Judgment reserved on : 23.04.2026
Date of Judgment : 05.05.2026
Final Decision : Decreed
CS (Comm) 2959/24 Page No. 1 of 54
M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
JUDGMENT
1. The Plaintiff has filed the present suit for recovery of Rs.54,18,488/- (Rupees Fifty Four Lac Eighteen Thousand Four Hundred and Eighty Eight and Seventy One Paise only) along with costs and pendente lite and future interest @ 24% per annum.
FACTUAL MATRIX
2. Brief facts of the case are that the plaintiff is a private limited company duly registered with the Registrar of companies. The present suit has been signed, verified and filed Sh. Jaspreet Singh, Director and Authorized Representative of the plaintiff company, who has been authorized by resolution dated 16.07.2024.
It is averred that plaintiff is a manufacturer and exporter of all kinds of packaging machines for industrial purposes and has an excellence in designing and development of packaging machines with latest advancement in industry and customization of the packaging machine as per requisition.
It is further averred that defendant approached at the office of the plaintiff for purchasing the conveyors and other accessories and expressed their requisites manufactured by the plaintiff. The defendant represented to the plaintiff that they would make the payment in respect of the said goods immediately and promptly. Plaintiff accepted the said representations of the defendant in good faith and the plaintiff supplied to the defendant the conveyors and other accessories from time to time.
It is further averred that during the course of business CS (Comm) 2959/24 Page No. 2 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. dealings the plaintiff supplied to the defendant various consignments as and when required by the defendant time to time. The plaintiff delivered all the consignments to the defendant in safe and sound condition. The quotation dated 26.08.2021 by the plaintiff to the defendant is Annexure-C. Copy of proforma invoice dated 02.09.2021 is Annexure-E. The invoices along with eway bills for the goods supplied by the plaintiff to the defendant are Annexure-F (Colly). The correspondence through email between the plaintiff and the defendant are Annexure-G (Colly).
It is further averred that the defendant made intermittent payments to the plaintiff against the supply of goods and as per the running accounts maintained by the plaintiff a total sum of Rs.32,64,149.71/- is due from the defendant to the plaintiff but the defendant has been deliberately and intentionally not paying the outstanding amount to the plaintiff despite several reminders and requests. The accounts between the plaintiff and defendant are open, current and mutual. The ledger account / statement of account for the running account of the defendant maintained by the plaintiff is Annexure-H. The plaintiff has been maintaining the statement of account and computerized statement of account and the certificate to that effect is Annexure-I. Plaintiff sent a legal demand notice dated 10.08.2023 to the defendant through registered post, speed post and Email which has been duly served upon the defendant but the defendant has not paid any amount to the plaintiff.
It is further averred that despite assurance, the defendant has CS (Comm) 2959/24 Page No. 3 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. miserably failed to pay the due amount despite repeated requests and reminders.
Case of the Defendant:
3. At the outset, the defendant has raised preliminary objections that the plaintiff company has not come with the clean hands before this Court. The present suit is not maintainable and is liable to be rejected as the person who has filed the present case is not an authorized person and as per CPC, he has no locus standi to file the present suit. It is a well settled preposition of law that a plaintiff should be competent and have locus to file the case but as there is no authorization hence the suit is liable to be dismissed as the company is a juristic person but not a living person and Mr. Jaspreet Singh, who is claiming to be a Director of the plaintiff company, is not an authorized person hence the suit is liable to be dismissed with exemplary cost.
The present suit is not maintainable as there is no cause of action in favour of the plaintiff company and against the defendants. There is no contract /agreement between the plaintiff and the defendants, as tried to be projected and the whole transaction is hit by the various provisions of Indian Contract Act. When there is no supply of goods/services, as allegedly claimed, resulting there is no completion of agreement hence the plaintiff company cannot claim the alleged amount. Further the alleged goods were not in a state or condition as ordered and promised by the plaintiff company. Moreover, the said goods, which are the CS (Comm) 2959/24 Page No. 4 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. subject matter of the present suit were not in a deliverable state as required or contemplated by the legislature hence the price of the said faulty goods cannot be claimed by filing the present suit. Hence the suit is not maintainable in its present form also as the faulty goods or the defaulted one cannot become a part of a valid and binding contract. Further the present suit is hit by several provision of the Sale and Goods Act, 1930 and more particularly under Sec.5 to 16 of the said Act and the various other provisions.
It is further averred that the plaintiff company with the false promises and the assurances while installing the said conveyor machine and the design of the said conveyor was not as per the demand and the assurance as the conveyor machine was ordered with the view to reduce the main power and to pack the boxes of patisha, (one sort of sweet) which is sold in the biggest quantity on the eve of Diwall, with neatness and hygiene. The conveyor was installed where the defendant company has provided them a specific space as told by the plaintiff company and the plaintiff company and its directors have firstly inspected the space took 4-5 days in the inspection. The plaintiff company was specifically told that the said conveyor will be placed as a horizontal conveyor at the end and the said Patisha Box shall pass to another conveyor no.2, which is being prepared in a bridge shape. After that the conveyor -2 from one side box move to top and other side box slide through from second conveyor to third conveyor. The role of the third conveyor was very important and it was to be designed in a manner to take the box to the packaging machine and the said box CS (Comm) 2959/24 Page No. 5 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. shall be packed in the said machine and the packed box will be placed on the table on putting mono cartons on sealed boxes. The mono carton packed boxes shall be placed on conveyor 4 for packing into the master carton. The said conveyor was asked to be made in the Diwali Season as from one place to another place, the said box shall reach without any deviation or falling in any manner from the conveyor 1 to conveyor 4 and to the ultimate final packing stage. The main power was to be reduced and most important the maximum quantity of the said boxes were to be packed in a most needful and hygienically manner. But the conveyor machine was not given as per the demand and despite several round discussion with Sh. Rakesh Sharma, who is the head of all these machine unit and the packaging unit since long. He has made them understand several times and one or two times the fault was removed but again and again specifically at the 3rd and 4th stage, the conveyor was not working properly hence a faulty equipment/goods were given despite of a advance by the defendant company. The defendant company had sustained the huge losses in the said season of Diwali due to the supply / installation of totally faulty conveyor. Not only this, a lot of mental harassment and agony was caused by the plaintiff company and its directors, the directors of the plaintiff company had taken all the lame excuses and only adamant for the pricing of the goods whereas no goods were supplied as per the demand, specification and the proper assurances and the claim of the plaintiff company. The defendant company was always kept under misrepresentation and ultimately CS (Comm) 2959/24 Page No. 6 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. the said conveyor could not be used in that Diwali season and a costly labor had to be appointed and engaged by the defendant company. The defendant company reserves their right to file the counter claim against the plaintiff company of giving the huge losses while giving a total misrepresented fact and by playing a fraud while inducing and claiming that they have lot of knowledge in the sophisticated technical knowhow with advance research and development in these types co conveyor machines.
The defendant has denied that the present suit has been signed, verified and filed by Mr. Jaspreet Singh, Director and Authorized Representative of the plaintiff company for and on its behalf. It is further denied that he is well conversant with the facts of the present case. It is also denied that he has been authorized to sign, verify, tile and pursue the present suit by means of Resolution dated 16.07.2024. It is stated that Mr. Jaspreet Singh is not an authorized representative and having no locus in the present case moreover, mere the board resolution does not give any locus to Mr. Jaspreet Singh to file the present case, without giving any memorandum of Association and the Article of association along with the present suit. Mr. Jaspreet Singh has not complied with the mandatory procedure of filing a suit as mere filing of the board resolution is not sufficient to file the present suit.
It is further denied that there is any excellence in designing and development of packaging machines with latest advancement and Industry and customization of the packaging machines. It is denied that the plaintiff is a leading manufacturer and one stop CS (Comm) 2959/24 Page No. 7 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. solution provider as tried to be claimed as in the present case the plaintiff company has no knowledge of any technicalities and knowhow about the packaging machines and requisite demands. It is denied that the plaintiff has any exceptional reputation in India. It is stated that a simple conveyor was not designed and not installed as per the specific and expressed demands of the defendant company.
It is further denied that the defendant approached at the office of the plaintiff for purchasing the conveyors and other accessories and expressed their requisites manufactured by the plaintiff. It is denied that the defendant approached the plaintiff and lured the plaintiff by exhibiting a very rosy picture to supply to the defendant the goods on credit. It is defendant spoke very high about their business dealings and their credibility in the market. It is denied that the defendant represented to the plaintiff that they would make the payment in respect of the said goods immediately and promptly. The defendant company has a good reputation in the market and a well known brand.
It is further denied that the plaintiff in good faith accepted the said representation of the defendant and believing the assurances and representation of the defendant as true and being taken in confidence, the plaintiff supplied to the defendant the conveyors and other accessories from time to time as per demand and the assurances, which were given by the plaintiff company. It is denied that during the course of business dealings the plaintiff supplied to the defendant various consignments as and when CS (Comm) 2959/24 Page No. 8 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. required by the defendant time to time. It is denied that the plaintiff delivered all the consignments to the defendant in safe and sound condition. It is stated that the plaintiff company must give the strict proof of supply of other various consignments, as mentioned and whether the payment of those consignments were made or not. It is denied that the quotation dated 26.08.2021 is a valid, true and a binding document as when the goods were not supplied in the proper format, any quotation is completely defective and cannot be relied upon. All the annexures, as tried to be presented in this para, are false, frivolous and vexatious. All the annexures cannot be relied in evidence as the plaintiff company has not fulfilled its promises of installing and giving a proper implemented result of the conveyor, which was asked to be installed on the eve of Diwali.
It is stated that the defendant made intermittent payments to the plaintiff on the false assurance and the inducement, which amounts to a cheating and criminal breach of trust as the plaintiff company was well aware that the conveyor has not been installed as per the demand of the defendant company whereas the defendant has provided one open room on the request of the plaintiff company that the plaintiff company needs the said room for installing the conveyor from one to phase-4 or till the end where the Patisha Box will be packed. It is denied that as per any running account maintained by the plaintiff a total sum of Rs.32,64,149.71/ is due from the defendant to the plaintiff and the defendant is bound to pay the outstanding amount to the plaintiff. It is stated CS (Comm) 2959/24 Page No. 9 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. that even the payments, which has been made by the defendant company is under the false pretext rather on the inducement and the false assurances of the plaintiff company. It is denied that the defendant has been deliberately and intentionally not paying the outstanding amount to the plaintiff notwithstanding several reminders and request. It is denied that the accounts between the plaintiff and the defendant are open, current and mutual. It is denied that the defendant is bound to pay the outstanding amount for the goods/materials supplied by the plaintiff.
It is further stated that all the annexures are the false documents and the self-creation of the plaintiff company which cannot be relied upon in any manner in the evidence.
It is further denied that the plaintiff through his counsel sent a legal demand notice dated 10.08.2023 to the defendant through registered post, speed post and email. It is denied that the said demand notice had been sent to the defendant at the correct address and the same has been duly served upon the defendant. It is denied that the defendant has not paid any amount to the plaintiff despite receipt of the legal demand notice. It is stated that the said legal demand notice is based on all the false narration of facts hence the issuance of any alleged legal demand notice does not create any right in favour of the plaintiff and against the defendant.
It is denied that despite assurance, the defendant has miserably failed to pay the amount of Rs.32,64,149.71/- which is due and payable. It is denied that despite repeated requests and reminders by the plaintiff, the defendant has not come forward to CS (Comm) 2959/24 Page No. 10 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. discharge their liability towards the plaintiff. It is denied that the defendant has been delaying the legally recoverable amount of the plaintiff on one or the other pretext. It is denied that the defendant is liable to pay interest @ 24% p.a. on the aforesaid amount as per agreement, market custom, trade usage swell as under the interest Act. It is stated that nowhere it is mentioned that how the said amount has been calculated and assessed. It is stated that there is no cause of action in favour of the plaintiff and against the defendant.
It is denied that the defendant is willfully not making the payment to the plaintiff despite several and repeated reminders and from the facts and circumstances, it is evident that all the representations and assurances of the defendants were false and dubious from the very beginning. It is denied that the defendant has no intention to pay the amount of the said goods/material to the plaintiff. It is denied that the defendant has caused wrongful loss to the plaintiff and wrongful gain to itself. It is denied that an amount of Rs.54,18,488.71/ is due and payable by the defendant to the plaintiff.
It is stated that no cause of action, on the alleged dates, has ever arisen in favour of the plaintiff and against the defendant. It is stated that the plaintiff company has cheated and committed an offence of criminal breach of trust, by taking an undue advantage of the reputation and the brand of the defendant company. It is denied that the defendant has approached the plaintiff in Delhi and part payments in the running account of the plaintiff has been CS (Comm) 2959/24 Page No. 11 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. made by the defendant in Delhi. It is denied that the plaintiff has received the part payment in Delhi. It is denied that the Bill/invoice covers the jurisdiction in Delhi only. It is denied that the balance payment is to be made by the defendant to the plaintiff in Delhi and used to be made at Delhi. It is denied that the place of performance of obligations etc. falls in Delhi. It is denied that the Delhi office has the participation in the transaction. It is denied that accounts of the plaintiff are maintained at the office of the plaintiff in Delhi. It is denied that as per the principal of debtor seek creditor, the defendant is bound to pay to the plaintiff at Delhi. It is denied that the goods has been supplied by the plaintiff to the defendant in Delhi at Mathura Road, Industrial Area, New Delhi. It is denied that the defendant has been carrying the business in Delhi. It is denied that the defendant has raised the purchase order upon the plaintiff from the said office within the jurisdiction of this Court. It is denied that the Delhi has the territorial jurisdiction, hence the suit filed by the plaintiff may be rejected/dismissed with the exemplary cost, in the interest of justice.
4. Replication in response to the written statement of the defendant filed by the plaintiff. The plenty materially reiterated the averments mentioned in the plaint.
ISSUES
5. After completion of the pleadings, following issues were framed vide order dated 07.03.2025 by Ld. Predecessor of this CS (Comm) 2959/24 Page No. 12 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. court:
1. Whether the suit of the plaintiff is not maintainable as per the mandate of Commercial Courts Act, 2015? OPD
2. Whether the plaintiff has not approached this Court with clean hands and suppressed material facts from the Court? OPD
3. Whether there is no cause of action in favour of the plaintiff and against the defendant? OPD
4. Whether plaintiff has no locus standi to file the present suit? OPD
5. Whether there is no contract/ agreement between the plaintiff and the defendant and suit is barred for privy of contract? OPD
6. Whether the goods in question were not in a state or condition as ordered and promised by the plaintiff company? OPD
7. Whether the suit of the plaintiff is entitled for a decree of sum of Rs.54,14,488.71 in favour of the plaintiff and against the defendant? OPP
8. Whether the plaintiff is entitled for any interest on the decretal amount pendente lite and in future, if yes, then at what rate? OPP
5. Whether the plaintiff is also entitled to cost of the suit? OPP
6. Relief.
CS (Comm) 2959/24 Page No. 13 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. EVIDENCE
6. In support of his case, plaintiff has examined PW-1 Sh. Jaspreet Singh, Director / Authorized Representative of the plaintiff. He has proved following documents:
(i) Certificate of incorporation Ex.PW1/1,
(ii) Certified copy of resolution dated 16.07.2024 Ex.PW1/2,
(iii) Quotation dated 26.08.2021 by the plaintiff to the defendant Ex.PW1/3,
(iv) Copy of proforma invoice dated 02.09.2021 is Ex.PW1/4,
(v) Purchase order by the defendant to the plaintiff is Ex.PW1/5,
(vi) Invoices alongwith e-way bills for the goods supplied by the plaintiff to the defendant are Ex.PW1/6 (Colly.),
(vii) Correspondence through e-mail between the plaintiff and the defendant are Ex.PW1/7 (Colly.),
(ix) Ledger account/ statement of account for the running account of the defendant maintained by the plaintiff is Ex.PW1/8,
(x) Certificate u/s 63 BSA, 2023 is Ex.PW1/9,
(xi) Office copy of the legal notice dated 10.08.2023 is Ex.PW1/10,
(xii) Original postal receipts and e-mail delivery of the legal demand notice are Ex.PW1/11.
PW-1 was cross examined by Ld. Counsel for defendant. Thereafter, plaintiff's evidence was closed.
7. Defendant has examined DW-1 Sh. Rakesh Sharma. He has proved following documents:
(i) Payment advice dated 20.12.2023 Ex.DW1/1,
(ii) Copy of advocate notice received through email on CS (Comm) 2959/24 Page No. 14 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
14.08.2023 Ex.DW1/2,
(iii) Legal notice dated 10.08.2023 sent by the plaintiff Ex.DW1/3,
(iv) Invoice dated 30.09.2021 Ex.DW1/4,
(v) Tax Invoice dated 24.09.2021 Ex.DW1/5,
(vi) E-way bill dated 24.09.2021 Ex.DW1/6,
(vii) Purchase order dated 02.09.2021 Ex.DW1/7,
(viii) Proforma invoice dated 02.09.2021 Ex.DW1/8,
(ix) Quotation dated 26.08.2021 Ex.DW1/9,
(x) Purchase order dated 02.09.2021 Ex.DW1/10,
(xi) Invoice receipt dated 30.09.2021, tax invoice dated 16.09.2021for Rs.7,13,664/- Ex.DW1/11,
(xii) E-way bill dated 16.09.2021 Ex.DW1/12,
(xiii) Packing list dated 16.09.2021 Ex.DW1/13,
(xiv) Purchase order dated 02.09.2021 Ex.DW1/14,
(xv) Invoice receipt dated 30.09.2021 Ex.DW1/15, (xvi) Tax invoice dated 27.09.2021 for Rs.10,30,848/-
Ex.DW1/16, (xvii) E-way bill dated 27.09.2021 Ex.DW1/17 (xviii) Purchase order dated 02.09.2021 Ex.DW1/18.
This witness was cross examined by Ld. Counsel for plaintiff at length. Thereafter, defendant's evidence was closed.
8. Having heard the arguments, perused written submissions and gone through the record carefully.
ANALYSES AND ISSUE-WISE FINDINGS
9. This court has gone through the testimonies of witnesses of both the parties and on the basis of documents and pleadings, the issue wise findings are as follows:
CS (Comm) 2959/24 Page No. 15 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. ISSUE NO.1 Whether the present suit is not maintainable under the provisions of the Commercial Courts Act, 2015? OPD
10. The objection as to maintainability under the Commercial Courts Act, 2015 (hereinafter "the Act") goes to the root of jurisdiction. The onus to establish such objection lies squarely upon the defendant. The determination of this issue necessitates examination of whether the subject matter constitutes a "commercial dispute"within the meaning of Section 2(1)(c) of the Act, whether the suit satisfies the specified value requirement and whether any statutory precondition, including Section 12A of the Act, stands violated so as to non-suit the plaintiff.
The plaintiff pleads that it is engaged in the manufacture and supply of packaging machinery and conveyors and that the present lis arises from a series of commercial transactions. It is specifically averred that: (a) a quotation dated 26.08.2021 (Ex.PW1/3) was issued and accepted, (b) a proforma invoice dated 02.09.2021 (Ex. PW1/4) followed, (c) purchase orders were issued by the defendant (Ex. PW1/5), (d) goods were supplied under tax invoices and e- way bills (Ex.PW1/6 colly) (e) a running account (Ex.PW1/8) reflects the outstanding liability and (f) the transaction is purely commercial in nature.
The aforesaid documents, forming part of the evidentiary record, unequivocally demonstrate that the dispute emanates from a commercial transaction between two business entities.
The defendant, in its written statement, has objected to the CS (Comm) 2959/24 Page No. 16 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. maintainability of the suit on the ground that (i) the dispute does not qualify as a "commercial dispute" (ii) the claim is contested and, therefore, cannot be adjudicated as a commercial suit and (iii) procedural requirements under the Act have not been complied with.
The objections, however, are bereft of particulars and are not substantiated by any cogent material. The defence is legally misconceived. The nature of the transaction being one of supply of machines/goods in the course of trade and squarely attracts section 2(1)(c)(i) of the Act. The mere fact that the claim is disputed does not denude the dispute of its commercial charcter.
PW-1 Mr. Jaspreet Singh, Director and authorised representative of the plaintiff, has deposed that the parties were engaged in commercial dealings, machines/goods were supplied to defendant pursuant to purchase orders, invoices were raised and payments became due and the dispute arises out of business transactions. The testimony is consistent with the pleadings and supported by documentary evidence.
The documents proved by PW-1, namely Ex. PW1/3 to Ex. PW1/8, establish existence of commercial relationship , execution of contractual obligations and supply of machines/goods and outstanding dues.
The cross-examination of PW-1 does not impeach the commercial nature of the transaction. No suggestion has been put to dislodge the business dealings or the authenticity of documents. The testimony remains unshaken.
CS (Comm) 2959/24 Page No. 17 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
DW-1 Mr. Rakesh Sharma, while attempting to dispute liability, has not specifically controverted the commercial nature of the transaction. In cross-examination, DW-1 has admitted issuance of purchase orders, receipt of machines/goods and existence of business dealings.
These admissions are determinative and bring the dispute squarely within the ambit of a commercial dispute.
Section 2(1)(c) of commercial court act 2015 provides that commercial dispute" includes disputes arising out of ordinary transactions of merchants, traders, and those relating to sale of goods.
The present dispute, being one arising from supply of goods between commercial entities, falls squarely within the statutory definition.
In Ambalal Sarabhai Enterprises Ltd. v. K.S. Infraspace LLP, (2020) 15 SCC 585, the Hon'ble Supreme Court held that the determination of whether a dispute is commercial depends upon the nature of the transaction and not on the defence taken. In Kandla Export Corporation v. OCI Corporation, (2018) 14 SCC 715, it was observed that the Commercial Courts Act is a special statute intended to ensure expeditious disposal of commercial disputes and must be interpreted purposively. In Trimex International FZE v. Vedanta Aluminium Ltd., (2010)3 SCC 1, it was held that commercial contracts may be inferred from the conduct of parties and exchange of communications.
The objections raised by the defendant fail for the reasons CS (Comm) 2959/24 Page No. 18 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. that the dispute arises from a transaction of sale of goods, squarely falling under Section 2(1)(c), the defendant has admitted commercial dealings , no procedural non-compliance under section 12A has been established and the objections are vague, unsubstantiated, and contrary to record.
The defendant has sought to rely upon authorities relating to non-commercial disputes or fraud. The same are clearly distinguishable.
In view of the forgoing discussion, it can easily be said that
(i) The dispute is a "commercial dispute" within Section 2 (1)(c) of the Act, (ii) The suit satisfies the jurisdictional requirements, (iii) The defendant has failed to discharge the burden of proving non- maintainability and (iv) The objection is devoid of merit the present suit is held to be maintainable under the Commercial Courts Act, 2015.
Accordingly, Issue No.1 is decided in favour of the plaintiff and against the defendant.
ISSUE NO.2 Whether the plaintiff has not approached this Court with clean hands and has suppressed material facts from the Court? OPD
11. The plea that a litigant has approached the Court without clean hands or has suppressed material facts is one of serious import. The burden to establish such plea lies squarely upon the defendant and the standard of proof is exacting, the alleged CS (Comm) 2959/24 Page No. 19 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. suppression must be (i) specific (ii) deliberate and (iii) material i.e. of such nature as would have had a direct bearing on the adjudication.
It is equally settled that vague and omnibus allegations of concealment, unaccompanied by particulars or proof, do not suffice to non-suit a litigant.
In the written statement, the defendant has alleged that the plaintiff has suppressed material facts and has not approached the Court with clean hands. Significantly, the pleading does not identify any particular fact said to be suppressed, defendant does not indicate the relevance of any such alleged suppression and even does not disclose how the outcome of the matter would be altered by such alleged non-disclosure. The plea, therefore, is bereft of material particulars and, on its face, lacks the specificity required in law.
The plaintiff has categorically denied the allegation and has pleaded full and candid disclosure of all material facts. The plaint is accompanied by and relies upon contemporaneous documents, inter alia quotation dated 26.08.2021 (Ex.PW1/3), proforma invoice dated 02.09.2021 (Ex.PW1/4), purchase orders (Ex.PW1/5), tax invoices and e-way bills (Ex.PW1/6 colly), email correspondence (Ex.PW1/7 colly), ledger account (Ex.PW1/8), legal notice and proof of service (Ex.PW1/10 -11).
These materials form part of the record and disclose, in a comprehensive manner, the genesis and subsistence of the claim.
In support PW-1 Mr. Jaspreet Singh, Director and authorised CS (Comm) 2959/24 Page No. 20 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. representative, has deposed to the entire chain of transactions, issuance of quotation, acceptance, placement of purchase orders, supply of goods under invoices, maintenance of running account, and the outstanding liability. The deposition is consistent with the pleadings and supported by primary documents.
The documentary record, particularly Ex.PW1/3 to Ex.PW1/8 demonstrates a transparent and continuous commercial relationship. The ledger account (Ex.PW1/8), maintained in the ordinary course of business, reflects the outstanding dues and stands corroborated by invoices and correspondence.
The cross-examination of PW-1 is conspicuously silent on any alleged suppression, no suggestion has been put as to any specific fact being concealed and no contradiction or omission of a material nature has been elicited. The witness has withstood cross-examination without impeachment. The absence of any challenge on the aspect of suppression is telling and reinforces the credibility of the plaintiff's case.
In defendant's evidence DW-1 Mr.Rakesh Sharma, while reiterating the plea of suppression, has neither identified any specific suppressed fact nor produced any documentary material to substantiate the allegation.
In cross-examination, DW-1 has admitted issuance of purchase orders, receipt of goods supplied by the plaintiff existence of business dealings between the parties.
These admissions, far from supporting the plea of suppression, affirm the transactional substratum pleaded by the CS (Comm) 2959/24 Page No. 21 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. plaintiff. In S.P. Chengalvaraya Naidu v. Jagannath, (1994) 1 SCC 1, the Supreme Court held that a litigant who approaches the Court must come with clean hands... a person whose case is based on falsehood has no right to approach the Court.
However, the said principle is attracted only upon proof of deliberate and material suppression. In K.D. Sharma v. Steel Authority of India Ltd., (2008) 12 SCC 481, it was authoritatively held that suppression of a material fact must be of such a nature that had it been disclosed, it would have affected the decision of the case. In Dalip Singh v. State of U.P., (2010) 2 SCC 114, the Court emphasised that courts must ensure that the doctrine of clean hands is applied to prevent abuse of process, but the allegation must be substantiated by clear material.
The jurisprudence thus, mandates that the plea of suppression cannot be founded on conjecture, it must be established by cogent evidence demonstrating intentional concealment of material facts.
Applying the aforesaid principles to the present case, this court finds that (i) the defendant has failed to plead with specificity any material fact allegedly suppressed, (ii) no evidence oral or documentary has been adduced to establish concealment, (iii) the plaintiff has placed on record the entire chain of transactional documents, (iv) the cross-examination of PW-1 does not reveal any omission and (v) the admissions of DW-1 affirm the plaintiff's case and negate the allegation of suppression.
The plea of "unclean hands", in the present case, is thus a CS (Comm) 2959/24 Page No. 22 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. bald assertion, unsupported by particulars and devoid of evidentiary foundation.
In view of the forgoing discussion, the court is satisfied that the plaintiff has made full and fair disclosure of all material facts, no deliberate suppression has been established and the defendant has failed to discharge the burden cast upon it. It is held that the plaintiff has approached this Court with clean hands and has not suppressed any material fact.
Accordingly, Issue No.2 is decided against the defendant and in favour of the plaintiff.
ISSUE NO. 3Whether there is no cause of action in favour of the plaintiff and against the defendant? OPD
12. The objection as to absence of cause of action strikes at the very root of the maintainability of the suit. The burden to establish that the plaint discloses no cause of action rests squarely upon the defendant. The enquiry at this stage is not into the ultimate success of the claim but into whether the plaint, read as a whole and in a meaningful manner, discloses a bundle of material facts which, if proved, would entitle the plaintiff to a decree.
The plaintiff has pleaded a complete chain of material facts constituting a cause of action, namely (i) issuance and acceptance of quotation dated 26.08.2021 (Ex.PW1/3), (ii) issuance of proforma invoice dated 02.09.2021 (Ex.PW1/4), (iii) placement of CS (Comm) 2959/24 Page No. 23 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. purchase orders by the defendant (Ex.PW1/5), (iv) supply of goods under tax invoices and e-way bills (Ex.PW1/6 colly), (v) maintenance of a running ledger account reflecting outstanding dues (Ex.PW1/8) and (vi) failure of the defendant to discharge liability despite legal notice (Ex.PW1/10-11). These averments, supported by contemporaneous documents on record, constitute a complete and subsisting cause of action arising from a commercial transaction.
The defendant has taken a bare plea that no cause of action exists. However no specific facts have been pleaded to demonstrate absence of cause of action. No alternative factual narrative has been set up and the objection is wholly vague and unparticularised. It is trite that a plea of absence of cause of action must be specific and supported by pleadings. A bald and omnibus denial does not satisfy the requirement of law.
To prove its case, the plaintiff has examined Mr. Jaspreet Singh, Director and authorised representative as PW1, who has deposed in clear terms that goods were supplied pursuant to purchase orders, invoices were raised in the ordinary course of business, the defendant has failed to make payment and an outstanding amount remains due. The deposition establishes each constituent element of the cause of action.
The documentary record Ex.PW1/3 to Ex.PW1/8 and Ex.PW1/10 -11 corroborates the oral testimony and demonstrates that contractual relationship between parties, performance by the plaintiff by supplying the conveyor machine/ goods and non-
CS (Comm) 2959/24 Page No. 24 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. payment of the amount/default by the defendant.
The cross-examination of PW-1 does not dislodge the substratum of the plaintiff's case, no suggestion has been put that no transaction took place, no challenge has been made to the invoices or ledger and no material contradiction has been elicited. The testimony, therefore, remains unimpeached.
To prove the issue, the defendant has examined Mr Rakesh Sharma, AGM as DW-1 who has denied liability but has failed to establish absence of cause of action. In cross-examination, DW-1 has admitted issuance of purchase orders, receipt of goods and existence of business dealings. These admissions conclusively negate the plea that no cause of action exists.
Order VII Rule 11(a) of Code of Civil Procedure, 1908 provides that "A plaint shall be rejected where it does not disclose a cause of action."
The provision postulates that rejection is permissible only where the plaint, on its face, discloses no cause of action. In A.B.C. Laminart Pvt. Ltd. v. A.P. Agencies, (1989) 2 SCC 163, the Hon'ble Supreme Court held that cause of action means every fact which it would be necessary for the plaintiff to prove in order to support his right to a judgment. In Liverpool & London S.P. & I Association Ltd. v. M.V. Sea Success I, (2004) 9 SCC 512, it was held that so long as the plaint discloses some cause of action, the Court cannot embark upon an enquiry as to the correctness of the facts. In Mayar (H.K.) Ltd. v. Owners & Parties, Vessel M.V. Fortune Express, (2006) 3 SCC 100, it was reiterated that the CS (Comm) 2959/24 Page No. 25 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. plaint has to be read as a whole to determine whether it discloses a cause of action, clever drafting creating an illusion of cause of action is impermissible, but where real facts are pleaded, rejection is unwarranted.
Applying the above principles (i) The plaint discloses a complete bundle of facts constituting a cause of action, (ii) The plaintiff has proved supply of goods and non-payment, (iii) The documentary record corroborates the claim, (iv) Admissions of DW-1 affirm the existence of transactions and (v) The defendant has failed to discharge its burden.
The objection raised is thus not only unsubstantiated but stands contradicted by the defendant's own evidence.
In view of the aforesaid discussion, this court is satisfied that
(a) the plaint discloses a clear and subsisting cause of action, (b) the plaintiff has established the foundational facts giving rise to the claim and (c) the defendant has failed to prove absence of cause of action. It is held that the present suit is founded upon a valid, subsisting, and enforceable cause of action.
Accordingly, Issue No.3 is decided against the defendant and in favour of the plaintiff.
ISSUE NO. 4Whether the plaintiff has no locus standi to file the present suit? OPD
13. The present issue concerns the legal competence of the CS (Comm) 2959/24 Page No. 26 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. plaintiff to maintain the present proceedings. The burden to establish the objection lies upon the defendant.
The doctrine of locus standi is founded upon the principle that a litigant invoking the jurisdiction of the Court must demonstrate the existence of a legally enforceable right and a corresponding legal injury. Once it is shown that the plaintiff is the contracting party and the person aggrieved by the alleged breach, the requirement of locus standi stands satisfied.
The objection raised by the defendant is required to be examined in the backdrop of pleadings, documentary evidence, oral testimony, and the settled jurisprudence governing institution of proceedings by juristic entities.
The defendant, in its written statement, has pleaded that the plaintiff lacks locus standi to institute the present suit. The objection appears to be premised upon namely (i) alleged absence of proper authorisation, (ii) alleged incompetence of PW-1 to institute proceedings and (iii) alleged absence of enforceable right in favour of the plaintiff. However, the objection is conspicuously deficient in material particulars. The defendant has neither identified any alternative entity allegedly entitled to maintain the claim nor disputed that the transactions forming subject matter of the suit were undertaken with the plaintiff company itself.
Whereas, the plaintiff has categorically pleaded that it is a duly incorporated company engaged in manufacture and supply of packaging machinery, the defendant entered into commercial transactions directly with the plaintiff, goods were supplied by the CS (Comm) 2959/24 Page No. 27 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. plaintiff under invoices raised by it and the suit has been instituted through a duly authorised representative.
In support thereof, the plaintiff has proved certificate of Incorporation (Ex.PW1/1), board Resolution authorising PW-1 (Ex.PW1/2), and quotation, purchase orders, invoices, ledger account and correspondence (Ex.PW1/3 to Ex.PW1/8).
In support, the plaintiff led evidence to this effect and examined PW-1 Mr. Jaspreet Singh, director and authorised representative who has deposed in unequivocal terms that the plaintiff company entered into commercial dealings with the defendant, the witness was duly authorised by the board of directors, the plaintiff supplied goods against purchase orders and the defendant failed to discharge its liability. The testimony is coherent, internally consistent, and supported by contemporaneous documentary material.
Documentary record demonstrate that Ex.PW1/1 conclusively establishes the juristic existence of the plaintiff company. Ex.PW1/2, being the Board Resolution, specifically authorises PW-1 to institute, sign, verify and prosecute the present proceedings. Ex.PW1/3 to Ex. PW1/8 demonstrate that purchase orders were issued in favour of the plaintiff, invoices were raised by the plaintiff, payments, where made, were made to the plaintiff and the outstanding liability is reflected in the plaintiff's ledger account.
The entire transactional framework, therefore, establishes the plaintiff as the contracting and aggrieved party.
CS (Comm) 2959/24 Page No. 28 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
The cross-examination of PW-1 fails to impeach the plaintiff's competence to sue, the incorporation of the plaintiff company has not been disputed, the board resolution has not been challenged as fabricated or invalid and no suggestion has been put that any third party possesses the right to sue. Significantly, no material contradiction has emerged in relation to the authority of PW-1 or the entitlement of the plaintiff company.
The defendant led its evidence and has examined its witness Mr. Rakesh Sharma AGM, as DW-1 who has reiterated the plea that the plaintiff lacks locus standi. However, the affidavit does not disclose any factual or legal basis to substantiate such plea.
During cross examination, DW1 has made certain admissions. In cross-examination, DW-1 has admitted issuance of purchase orders to the plaintiff, receipt of goods from the plaintiff and existence of commercial dealings with the plaintiff company. These admissions are destructive of the defence and affirm the plaintiff's entitlement to maintain the proceedings.
It is a settled law that a company, upon incorporation, acquires a distinct juristic identity and is competent to sue and be sued in its own name. While the substantive right to sue is derived from the Companies Act, 2013 (Section-7), the Code of Civil Procedure (CPC), 1908 provides the procedural framework for such litigation.
Order XXIX, Rule 1 of CPC provides that in suits by or against a corporation, any pleading may be signed and verified on behalf of the corporation by the secretary, any director, or CS (Comm) 2959/24 Page No. 29 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. other principal officer who is able to depose to the facts of the case. In Dogiparthi Venkata Satish and Another v. Pilla Durga Prasad and Others 2025 SCC OnLine SC 1825 the Hon'ble supreme court clarified that while a company is a separate juristic person capable of suing and being sued in its own name, a sole proprietorship is merely a trade name of an individual and lacks an independent legal identity.
In United Bank of India v. Naresh Kumar, (1996) 6 SCC 660, the Hon'ble Supreme Court held that a company being a juristic entity can duly authorise any person to sign the plaint and institute proceedings on its behalf. The Court further observed that procedural defects which do not go to the root of the matter should not be permitted to defeat a just cause.
In A.C. Narayanan v. State of Maharashtra, (2014) 11 SCC 790, the supreme court reiterated that once authority is shown to exist, hypertechnical objections regarding the mode or form of authorisation cannot invalidate proceedings. In Trimex International FZE v. Vedanta Aluminium Ltd., (2010) 3 SCC 1, it was held that commercial obligations arising from correspondence and conduct are legally enforceable and create corresponding rights in favour of the contracting party. Further, in T.C. Mathai v. District & Sessions Judge, (1999) 3 SCC 614, the Supreme Court observed that rules of procedure are intended to advance justice and not to thwart adjudication on merits.
Applying the aforesaid principles to the present case, the position emerge, can be seen that (i) the plaintiff is a duly CS (Comm) 2959/24 Page No. 30 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. incorporated company and therefore a recognised juristic person in law, (ii) the board resolution (Ex.PW1/2) authorises PW-1 to institute and prosecute the proceedings, (iii) the documentary evidence establishes that the plaintiff itself entered into commercial dealings with the defendant, (iv) the admissions of DW-1 conclusively affirm the plaintiff's status as the contracting party and (v) no evidence has been led by the defendant to show that any other entity possesses the enforceable right.
The objection as to locus standi is therefore not merely devoid of merit but is contrary to the documentary record and the defendant's own admissions. The Court cannot permit a party, after admittedly transacting with the plaintiff company, to question the plaintiff's competence to sue merely as a stratagem to evade contractual liability.
In view of the forgoing discussion, this court is satisfied that the plaintiff possesses a direct and enforceable legal right arising from the transaction in question, the suit has been instituted through a duly authorised representative and the defendant has failed to discharge the burden cast upon it. Therefore, it is held that the plaintiff possesses complete locus standi to institute and prosecute the present suit.
Accordingly, issue No.4 is decided against the defendant and in favour of the plaintiff.
ISSUE NO.5 Whether there is no contract/agreement between the plaintiff and the defendant and the suit is barred for privity of contract? OPD CS (Comm) 2959/24 Page No. 31 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
14. The present issue concerns the very juridical foundation of the lis, namely, whether any enforceable contractual relationship existed between the parties and whether the plaintiff possesses the legal entitlement to enforce the obligations arising therefrom. The burden to establish the issue rests entirely upon the defendant . The objection proceeds on the premise that no concluded contract existed between the parties and that the suit is barred for want of privity. Such plea, if established, would strike at the root of the plaintiff's claim. The objection, therefore, requires strict scrutiny in light of the pleadings, documentary record, oral evidence, and settled doctrine governing formation and enforceability of commercial contracts.
At the outset, it must be observed that modern commercial jurisprudence does not confine contractual formation to formally executed instruments alone. Commercial contracts are frequently concluded through correspondence, purchase orders, invoices, conduct of parties, and acts of performance. The law recognises substance over form.
The defendant has pleaded that no concluded contract or agreement came into existence between the parties , there existed no privity of contract between the party and the plaintiff therefore lacks enforceable rights against the defendant. However, the defendant has simultaneously alleged that the goods supplied by the plaintiff were defective and not in conformity with specifications. The defence is thus ex facie self-destructive. A plea impeaching the quality of goods necessarily presupposes CS (Comm) 2959/24 Page No. 32 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. existence of a transaction under which such goods were supplied. A party cannot simultaneously deny the contract and yet rely upon obligations allegedly arising therefrom.
The plaintiff has pleaded and proved a complete chain of contractual dealings, namely quotation dated 26.08.2021 (Ex. PW1/3), proforma invoice dated 02.09.2021 (Ex.PW1/4), purchase orders issued by the defendant (Ex.PW1/5), invoices and e-way bills evidencing supply of goods (Ex.PW1/6 colly), email correspondence reflecting continuous commercial dealings (Ex.PW1/7 colly) and ledger account reflecting outstanding liability (Ex. PW1/8).
The aforesaid documents form a continuous and unimpeached documentary chain establishing offer, acceptance, consensus ad idem, performance, and acknowledgment of liability.
In support of the case of the plaintiff PW-1 Mr. Jaspreet Singh, Director and authorised representative of the plaintiff company, has deposed in clear and categorical terms that the defendant approached the plaintiff for supply of machinery and allied goods, commercial terms were negotiated and accepted, purchase orders were issued directly by the defendant , goods were supplied pursuant thereto, invoices were raised and accepted and despite repeated demands, the outstanding dues remained unpaid. The testimony is internally consistent, commercially probable, and fully corroborated by contemporaneous documents.
Documents Ex.PW1/3 and Ex.PW1/4 establish the commercial proposal and terms of supply. Ex.PW1/5, namely the CS (Comm) 2959/24 Page No. 33 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. purchase orders issued by the defendant, constitutes unequivocal acceptance of the plaintiff's offer and leaves no manner of doubt regarding contractual consensus. Ex.PW1/6 (colly), comprising invoices and e-way bills, evidences actual performance by the plaintiff and delivery of goods to the defendant. Ex.PW1/7 (colly), being the email correspondence exchanged inter se the parties, reflects continuing commercial engagement and acknowledgment of the transactional relationship. Ex.PW1/8, the ledger account maintained in the ordinary course of business, records the subsisting liability of the defendant.
The documentary evidence, viewed holistically, establishes a concluded and enforceable commercial contract between the parties.
The cross-examination of PW-1 does not dislodge the plaintiff's case in any material particular, the issuance of purchase orders remains undisputed, supply of goods has not been disproved, no suggestion has been put that transactions were with any third party and no challenge has been substantiated regarding authenticity of invoices or correspondence. The testimony of PW-1 has, therefore, remained materially unshaken.
In support of the case of the defendant DW-1 Mr. Rakesh Sharma, appeared and sought to deny the contractual relationship while simultaneously raising allegations regarding defects in supplied goods. The defence thus suffers from inherent inconsistency and lacks legal coherence.
In cross-examination, DW-1 admitted issuance of purchase CS (Comm) 2959/24 Page No. 34 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. orders in favour of the plaintiff, receipt of goods supplied by the plaintiff and existence of commercial dealings between the parties. These admissions are substantive evidence and completely demolish the defence regarding absence of contract or privity.
Section 2(h) of Indian Contract Act, 1872 provides "An agreement enforceable by law is a contract."
Section 10 provides "All agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object..."
The ingredients of a valid contract are offer, acceptance, lawful consideration and intention to create legal relations, stand fully established on record.
Section 4 Sale of Goods Act, 1930 provides "A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price."
The supply and acceptance of machine/goods under invoices unmistakably establish a contract of sale. In Trimex International FZE v. Vedanta Aluminium Ltd., (2010) 3 SCC 1, the Hon'ble Supreme Court held that a contract can come into existence by exchange of communications between the parties and it is not necessary that there should be a formal agreement signed by both parties. The Court further observed that the intention of parties gathered from correspondence, conduct and surrounding circumstances is determinative of contractual relationship. In Aloka Bose v. Parmatma Devi, (2009) 2 SCC 582, the Supreme Court held that a contract may be oral, written, or inferred from CS (Comm) 2959/24 Page No. 35 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. conduct of parties. Law does not insist upon execution of a formal instrument unless specifically required by statute.
In Bharat Petroleum Corporation Ltd. v. Great Eastern Shipping Co. Ltd., (2008) 1 SCC 503, the Court observed that commercial documents are to be interpreted in a businesslike manner, giving efficacy to transactions honestly entered into. In Rickmers Verwaltung GMBH v. Indian Oil Corporation Ltd., (1999) 1 SCC 1, it was held that conduct of parties and contemporaneous correspondence are reliable indicators of existence of contractual obligations.
In Khardah Company Ltd. v. Raymon & Co., AIR 1962 SC 1810, the Supreme Court recognised that privity exists where mutual obligations arise directly between contracting parties.
Further, in Godhra Electricity Co. Ltd. v. State of Gujarat, (1975) 1 SCC 199, the Supreme Court reiterated that the intention of parties must be gathered from the language employed, conduct adopted, and surrounding circumstances.
Applying the aforesaid principles to the present case, the following position emerges unequivocally namely the quotation, purchase orders, invoices, and correspondence establish a complete contractual chain, the defendant accepted and acted upon the contract by receiving and retaining machine/goods supplied by the plaintiff, the documentary evidence conclusively establishes direct privity between the parties, the admissions of DW-1 fortify the plaintiff's case and the plea of absence of contract is contrary to the record and destructive of the defendant's own stand.
CS (Comm) 2959/24 Page No. 36 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
The Court cannot permit a party, after admittedly issuing purchase orders and receiving goods, to evade liability by resorting to an artificial plea that no contract existed. The objection regarding absence of privity is thus wholly illusory, legally untenable, and contrary to the documentary and oral evidence on record.
In view of the above discussion, this court is satisfied that a valid, concluded and enforceable contract existed between the plaintiff and the defendant, there existed complete privity of contract inter se the parties, the defendant has failed to discharge the burden cast upon it and the objection raised is devoid of merit and contrary to the record. Therefore, it is held that a valid and enforceable contract/agreement existed between the parties and the suit is not barred for want of privity of contract.
Accordingly, Issue No.5 is decided against the defendant and in favour of the plaintiff.
ISSUE NO. 6Whether the goods in question were not in a state or condition as ordered and promised by the plaintiff company? OPD
15. The present issue concerns the defence raised by the defendant that the goods supplied by the plaintiff were defective, deficient, or otherwise not in conformity with the agreed contractual specifications. The burden to establish the said plea rests entirely upon the defendant.
CS (Comm) 2959/24 Page No. 37 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
The issue assumes significance because the defendant seeks to avoid payment of the contractual consideration by alleging breach of quality obligations on the part of the plaintiff. In commercial jurisprudence, however, allegations of defective supply cannot be sustained on vague assertions or afterthoughts unsupported by contemporaneous evidence.
Once the seller establishes supply of goods under invoices accepted by the buyer, the evidentiary burden shifts upon the buyer to prove, through cogent and reliable evidence, that, the machine/goods were defective, the defects were communicated within reasonable time, the machines/goods were rejected or returned and loss or prejudice arose directly from such defects. But the defendant has failed on every one of the aforesaid parameters.
The defendant has pleaded that the machines /goods supplied by the plaintiff were not in the condition and specifications allegedly agreed upon and were therefore unacceptable. However, the written statement is conspicuously deficient in material particulars, no specific defect has been identified, no technical parameter allegedly breached has been pleaded, no inspection report has been disclosed, no contemporaneous rejection communication has been proved and no debit note, return memo, or replacement request has been placed on record. The plea is therefore vague, omnibus, and legally insufficient.
Whereas, the plaintiff has consistently pleaded that machine /goods were supplied strictly in accordance with purchase CS (Comm) 2959/24 Page No. 38 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. orders issued by the defendant, invoices and e-way bills accompanied the supply, the defendant accepted delivery without protest, the defendant retained and utilized the machine /goods and no contemporaneous complaint regarding quality or specifications was ever raised.
The plaintiff has proved quotation dated 26.08.2021 (Ex. PW1/3), proforma invoice dated 02.09.2021 (Ex.PW1/4), purchase orders (Ex.PW1/5), invoices and e-way bills (Ex.PW1/6 colly) email correspondence (Ex.PW1/7 colly) and ledger account (Ex.PW1/8). The documentary chain clearly establishes supply, acceptance and acknowledgment of liability.
During evidence in examination-in-chief of PW-1 Mr. Jaspreet Singh, Director and authorised representative of the plaintiff company, has deposed in unequivocal terms that the defendant placed purchase orders upon the plaintiff, the plaintiff supplied machine /goods strictly in terms thereof, the machine /goods were accepted by the defendant without protest and no valid rejection or technical complaint was communicated. The testimony is clear, commercially probable, and fully corroborated by documentary evidence.
A careful scrutiny of the cross-examination of PW-1 demonstrates that the defendant has failed to impeach the witness on any material aspect. Significantly issuance of purchase orders was not disputed, supply of machine /goods was admitted, invoices and e-way bills were not disproved, no technical discrepancy was specifically put to the witness and no contemporaneous rejection CS (Comm) 2959/24 Page No. 39 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. document was confronted. PW-1 consistently maintained that the machines/goods supplied conformed to the agreed specifications and that no valid rejection was ever communicated. No contradiction, omission, exaggeration, or inconsistency of material nature has emerged from the cross-examination.
Equally significant is the fact that the defendant failed to confront PW-1 with any inspection report of any expert machnic/engineer, any laboratory analysis ,any expert opinion , any debit note or any document evidencing return or rejection of goods. Such omission assumes decisive evidentiary significance.
In Sarwan Singh v. State of Punjab, (2003) 1 SCC 240, the Hon'ble Supreme Court held that it is a rule of essential justice that whenever the opponent declines to avail himself of the opportunity to put his essential and material case in cross-examination, it must follow that he believed that the testimony given could not be disputed. In Laxmibai v. Bhagwantbuva, (2013) 4 SCC 97, the Supreme Court held that where a party fails to cross-examine a witness on a material point, the said part of testimony remains unchallenged and ought ordinarily to be accepted. In Chuni Lal Dwarka Nath v. Hartford Fire Insurance Co., AIR 1958 SC 818, the Supreme Court reiterated that a party is bound to put its case in cross-examination. Failure to do so amounts to acceptance of the witness's version.
The cross-examination of PW-1, far from weakening the plaintiff's case, materially fortifies it.
The plaintiff has rightly contended that no machines/goods CS (Comm) 2959/24 Page No. 40 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. were ever returned by the defendant , no rejection entry exists in the defendant's records , no debit note or adjustment entry was raised and no replacement request supported by technical material was proved.
The plaintiff has further pointed out that the defendant continued commercial dealings even after receipt of the goods. This conduct is wholly incompatible with the theory of defective supply. A prudent commercial entity genuinely aggrieved by defective machinery or goods would immediately reject the goods , would issue protest communications , seek replacement or refund and suspend further dealings. The defendant did none of the above. The retention and utilization of goods without protest is wholly destructive of the defence now sought to be raised.
During the evidence, the defendant examined DW-1 who has alleged defects in machines/goods supplied by the plaintiff. However, the affidavit is unsupported by technical inspection reports, any expert's testimony, quality assessment by any expert, any contemporaneous complaint records or proof of rejection or return of machines/goods. Bald assertions unsupported by evidence cannot displace documentary commercial evidence.
Moreover, in cross-examination, DW-1 has admitted issuance of purchase orders receipt of machines/goods supplied by the plaintiff, existence of business dealings between the parties. DW-1 further failed to produce any expert opinion, any rejection memo, any return challan or any proof of replacement demand. These omissions are fatal to the defence.
CS (Comm) 2959/24 Page No. 41 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
Section 31 of Sales of Goods Act 1930 provides "It is the duty of the seller to deliver the goods and of the buyer to accept and pay for them..."
Section 42 provides "The buyer is deemed to have accepted the goods when... he retains the goods without intimating rejection..."
The statutory consequence of retention without rejection is deemed acceptance.
In Bharat Barrel & Drum Mfg. Co. v. Amin Chand Pyarelal, (1999) 3 SCC 35, the Supreme Court held that once execution of documents and supply of goods are proved, the burden shifts upon the defendant to establish circumstances disentitling the plaintiff from relief. In Union of India v. Ibrahim Uddin, (2012) 8 SCC 148, the Supreme Court held that a plea unsupported by evidence cannot be accepted merely because it finds mention in pleadings. In Kali Ram v. State of Himachal Pradesh, (1973) 2 SCC 808, the Court observed that suspicion, however grave, cannot substitute legal proof."
In M.S. Narayana Menon v. State of Kerala, (2006) 6 SCC 39, the Supreme Court reiterated that once foundational facts are proved, the evidentiary burden shifts to the opposite party. In Trimex International FZE v. Vedanta Aluminium Ltd., (2010) 3 SCC 1, the Court held that commercial obligations evidenced by conduct and performance are enforceable in law. In Kailash Nath Associates v. DDA, (2015) 4 SCC 136, the Supreme Court reiterated that commercial certainty is an essential feature of CS (Comm) 2959/24 Page No. 42 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. mercantile law and contractual obligations cannot be defeated on vague pleas.
Applying the aforesaid principles to the present case, this Court finds that (i) the plaintiff has conclusively proved supply of goods pursuant to purchase orders issued by the defendant (ii) the defendant accepted delivery and retained the goods (iii) no contemporaneous rejection or technical protest has been established (iv) no expert evidence or inspection report has been produced (v) the cross-examination of PW-1 materially strengthens the plaintiff's case and (vi) the admissions of DW-1 demolish the defence of defective goods.
The plea of defective supply is therefore a mere afterthought designed to evade contractual liability. Commercial transactions cannot be permitted to be unsettled by vague and unsupported allegations raised belatedly after acceptance and utilization of goods.
In view of the forgoing discussion ,this court is satisfied that the defendant has failed to establish that the goods supplied by the plaintiff were defective or not in accordance with agreed specifications, the goods stood accepted in law under Section 42 of the Sale of Goods Act, 1930 and the defence raised is vague, unsupported, and contrary to the documentary record and conduct of parties. Therefore ,it is held that the defendant has failed to prove that the goods supplied by the plaintiff were not in the state or condition as ordered and promised.
Accordingly, issue No.6 is decided against the defendant and CS (Comm) 2959/24 Page No. 43 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. in favour of the plaintiff.
ISSUE NO. 7Whether the plaintiff is entitled to a decree for a sum of Rs.54,14,488.71/- in favour of the plaintiff and against the defendant? OPP
16. The onus to establish the present issue lies upon the plaintiff. The determination of this issue necessarily entails adjudication upon (i) the existence of a concluded and enforceable commercial contract (ii) due performance by the plaintiff through supply of machines/goods (iii) acknowledgment of liability by the defendant and (iv) failure of the defendant to discharge the admitted debt. The Court proceeds to evaluate the issue on the touchstone of pleadings, oral and documentary evidence, and settled principles governing commercial transactions.
The burden of proving this issue lies upon the plaintiff. The adjudication entails examination of (i) existence of a concluded contract (ii) supply of goods (iii) acknowledgment of liability and
(iv) default in payment.
The plaintiff has pleaded that it is a duly incorporated company engaged in manufacturing packaging machinery. It is averred that (i) quotation dated 26.08.2021 (Ex.PW1/3) was issued and accepted (ii) proforma invoice dated 02.09.2021 (Ex.PW1/4) was raised (iii) defendant issued purchase orders (Ex.PW1/5)
(iv) goods were supplied under tax invoices and e-way bills (Ex.PW1/6 colly) (v) email correspondence (Ex.PW1/7 colly) evidences continuous dealings (vi) ledger account (Ex.PW1/8) CS (Comm) 2959/24 Page No. 44 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. reflects outstanding liability and (vii) legal notice dated 10.08.2023 (Ex.PW1/10-11) remained unreplied. These documents, forming part of record, substantiated by documentary material proved on record, including Ex. PW1/3 to Ex. PW1/11.
The defendant pleaded in written statement and has raised the defences by (a) denial of existence of any binding contract (b) alleging that goods were defective and not in conformity with specifications (c) asserted that machines/goods were not supplied as claimed (d) plea of misrepresentation and fraud and (e) objection to maintainability. A careful scrutiny of the written statement reveals that the defence is internally inconsistent and self- contradictory. The defendant simultaneously denies supply of goods and, in the same breath, alleges defects in those very goods, an approach which is legally impermissible.
It is a settled principle that mutually destructive pleas undermine the credibility of a litigant. The Hon'ble Supreme Court in Union of India v. Ibrahim Uddin (Supra) has held that "a party cannot be permitted to take mutually destructive pleas. Inconsistent pleas, which are self-contradictory, cannot be permitted as they destroy the credibility of the case set up by the party."
Applying the aforesaid principle, the defence set up by the defendant is liable to be viewed with circumspection and does not inspire confidence.
To prove its case, the plaintiff has examined Mr.Jaspreet Singh as PW-1, director and authorised representative of the CS (Comm) 2959/24 Page No. 45 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. plaintiff, entered the witness box and tendered his affidavit Ex. PW1/A. He has deposed that the plaintiff and defendant entered into commercial dealings pursuant to quotation and purchase orders. He further deposed that goods were duly supplied against invoices to the defendant that a running ledger account was maintained by the plaintiff and the defendant has failed to discharge its outstanding liability. The testimony is clear, categorical, and consistent with the pleadings.
The plaintiff has proved the following documents Ex.PW1/3 quotation dated 26.08.2021, Ex.PW1/4 proforma invoice dated 02.09.2021, Ex.PW1/5 purchase order issued by defendant, Ex.PW1/6 (Colly) tax invoices and e-way bills evidencing supply, Ex.PW1/7 (Colly) email correspondence, Ex.PW1/8 ledger account of defendant, Ex.PW1/9 certificate under Section 63B of BSA and Ex.PW1/10-11 legal notice and proof of service. The ledger account, maintained in the ordinary course of business, carries presumption of correctness and has not been effectively rebutted.
Cross-Examination of PW-1 was conducted by the defendant at length and the cross-examination of PW-1 does not elicit any material contradiction or infirmity. Significantly, the factum of supply against purchase orders remains unchallenged, no suggestion of fabrication of documents has been substantiated and the core testimony remains intact.
The cross-examination does not discredit the witness. No material contradiction has been elicited. The core testimony regarding supply and outstanding liability remains intact. It is trite CS (Comm) 2959/24 Page No. 46 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. that where testimony remains unshaken in cross-examination, it deserves full evidentiary acceptance.
On the other hand, while leading defend and evidence, the defendant has examined Mr.Rakesh Sharma as DW-1, who is the assistant General Manager of the defendant, tendered affidavit Ex. DW1/A and sought to dispute liability while relying upon documents Ex. DW1/1 to Ex. DW1/18.
It may be seen that DW1 has been cross examined and during cross examination, the DW-1 has made certain admissions, which are fatal to Defence. The cross-examination of DW-1 is determinative of the issue. The witness has unequivocally admitted receipt of goods supplied by the plaintiff pursuant to the purchase order. He also admitted issuance of purchase orders by the defendant, he further accepted entries in the ledger account and admitted liability to pay for goods supplied. These admissions constitute substantive evidence and completely demolish the defence. The Hon'ble Supreme Court in Kundan Lal Rallaram v. Custodian, Evacuee Property, AIR 1961 SC 1316, held that admissions are substantive evidence by themselves and, in certain circumstances, can be the best evidence against the party making them.
The admissions of DW-1, therefore, conclusively establish the liability of the defendant.
Section 21 of Bharatiya Sakshya Adhiniyam, 2023 provides "Admissions are relevant and may be proved as against the person who makes them..."
CS (Comm) 2959/24 Page No. 47 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
The admissions of DW-1 are binding on the defendant and constitute the best evidence against it.
Section 10 Indian Contract Act 1872 provides "All agreements are contracts if they are made by the free consent of parties... for a lawful consideration...
The exchange of quotation, purchase orders, and subsequent conduct of parties clearly evidences consensus ad-idem and unmistakably establish a concluded contract between the parties.
Section 31 of Sale of Goods Act, 1930 provides "It is the duty of the seller to deliver the goods and of the buyer to accept and pay for them."
Section 42 provides "The buyer is deemed to have accepted the goods when... he retains the goods without intimating rejection..."
The defendant, having accepted goods and acted upon the contract, cannot evade its obligation to pay the plaintiff.
In Trimex International FZE (Supra), the Supreme Court held that a contract can be concluded even by exchange of communications... and conduct of parties may establish a binding agreement. In Bharat Barrel & Drum Mfg. Co. (Supra), it was held that once the plaintiff proves supply of goods and raises invoices, the burden shifts upon the defendant to show that the liability does not exist.
In the present case in hand, the defences raised by the defendant are untenable as nothing has been placed on record by the defendant which can be contradicted by purchase orders and CS (Comm) 2959/24 Page No. 48 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. admitted dealings. Further the defendant failed to produce any document to substantiate allegation of supply of defective goods as there is no expert evidence produced by the defendant or to prove that the machine supplied was rejected or falsified by documents and admissions. Further the allegation of the defendant of committing fraud by the plaintiff, is a mere balled allegation without any proof of statutory ingredients on record to substantial the same.
The defendant has relied upon S.P. Chengalvaraya Naidu (Supra) and Ram Chandra Singh v. Savitri Devi (2003), though, these authorities holds the correct proposition of law however, respectfully distinguished from the facts and circumstances of this case and no help to the defendant. These decisions pertain to fraud and suppression of material facts.
In the present case there is no suppression or concealment by the plaintiff, all material documents stand disclosed and proved by the plaintiff and the defendant's own admissions negate any allegation of fraud. The said authorities are, therefore, clearly distinguishable and inapplicable.
Upon a cumulative appreciation of pleadings, evidence, and law, this court finds that (i) there was a valid and enforceable contract existed between the parties (ii) the plaintiff has duly performed its obligations by supplying goods (iii) the defendant accepted the goods and acknowledged liability (iv) the defendant has failed to discharge its payment obligation towards plaintiff and
(v) the defence is inconsistent, unsupported, and devoid of merit.
CS (Comm) 2959/24 Page No. 49 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
In view of the foregoing discussion, the plaintiff has successfully discharged the burden cast upon it. The plaintiff is held entitled to a decree for recovery of Rs.54,14,488.71/- from the defendant, subject to determination of interest under the subsequent issue. Accordingly, Issue No.7 is decided in favour of the plaintiff and against the defendant.
ISSUE NOS. 8 ,9. & 10
8. Whether the plaintiff is entitled for any interest on the decretal amount pendente lite and in future, if yes, then at what rate? OPP
9. Whether the plaintiff is also entitled to cost of the suit? OPP
10. Relief.
17. Since, Issue No.7 stands decided in favour of the plaintiff, holding that the plaintiff has successfully proved its entitlement to recovery of the principal sum from the defendant arising out of a concluded commercial transaction. The determination of Issue Nos.8, 9 and 10, therefore, follows as a necessary corollary.
The invoices raised by the plaintiff (Ex.PW1/6 colly) contain a specific stipulation that in case of default in payment, interest @ 24% per annum shall be chargeable. The said invoices were admittedly received by the defendant without protest, and the goods were accepted and utilized. There is no material on record to show that the said stipulation was ever objected to.
Section 34 of the Code of Civil Procedure, 1908 deals with the grant of interest and provides that "where and insofar as a decree is for the payment of money, the Court may... order interest CS (Comm) 2959/24 Page No. 50 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. at such rate as the Court deems reasonable..."
The proviso to Section 34 CPC, in the case of commercial transactions, permits the Court to award interest exceeding 6% per annum, having regard to the contractual rate. In Central Bank of India v. Ravindra, (2002) 1 SCC 367, the Hon'ble Supreme Court held that interest is compensation allowed by law or fixed by the parties for the use or detention of money. In State of Rajasthan v. Ferro Concrete Construction Pvt. Ltd., (2009) 3 SCC 571, it was observed that in commercial transactions, the rate of interest must be determined keeping in view the agreement between the parties and prevailing commercial practice.
Further, in Punjab & Sind Bank v. Allied Beverage Company Pvt. Ltd., (2010) 10 SCC 640, the Supreme Court held that where the rate of interest is stipulated by contract, the same ordinarily deserves to be enforced unless it is shown to be penal or unconscionable.
In the present case the transaction is purely commercial, the invoices expressly stipulate interest @ 24% per annum, the defendant accepted the goods and invoices without demur and no evidence has been led to establish that the rate is penal or unconscionable. The stipulation, therefore, constitutes a binding term of the contract.
However, it is equally settled that even in commercial matters, the Court retains discretion under Section 34 CPC to award reasonable interest. In Central Bank of India v. Ravindra (supra), it was held that the Court may reduce the rate of interest if CS (Comm) 2959/24 Page No. 51 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. it finds the same to be excessive, penal or unconscionable.
Having regard to the nature of the transaction, the period of default, and prevailing commercial rates, this Court is of the considered view that while the contractual stipulation deserves recognition, the ends of justice would be met by awarding a moderated rate. The plaintiff is held entitled to interest @ 12% per annum on the decretal amount, from the date of institution of the suit, till the realizatdion. Accordingly, Issue No. 8 is decided in favour of the plaintiff The grant of costs is governed by Section 35 of the Code of Civil Procedure, 1908, which provides that costs shall follow the event unless the court for good reason otherwise directs.
Further, in commercial disputes, Section 35(2) of CPC mandates that the court shall ordinarily award costs to the successful party, and departure therefrom must be supported by reasons. The Hon'ble Supreme Court in Salem Advocate Bar Association v. Union of India, (2005) 6 SCC 344, observed that costs should be realistic and should reflect the actual expenses incurred by the successful party. In Sanjeev Kumar Jain v. Raghubir Saran Charitable Trust, (2012) 1 SCC 455, it was held that the general rule is that costs follow the event... and the successful party is entitled to be compensated. Further, in Ashok Kumar Mittal v. Ram Kumar Gupta, (2009) 2 SCC 656, the Court emphasised that imposition of actual and realistic costs is necessary to discourage frivolous and untenable defences.
CS (Comm) 2959/24 Page No. 52 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.
In the present matter the plaintiff has succeeded in establishing its claim. The defendant has contested the suit on untenable and inconsistent grounds. The defence raised was not supported by credible evidence. The plaintiff has been compelled to incur litigation expenses due to the defendant's failure to discharge admitted liability. There exists no justifiable reason to deny costs to the plaintiff.
In view of the statutory mandate under Section 35 CPC, read with the settled position of law, the plaintiff, being the successful party, is entitled to costs of the suit. The plaintiff shall be entitled to costs of the suit, which shall include court fees, legal expenses, and other incidental charges, to be quantified at the stage of preparation of the decree.
In view of the findings returned on Issue Nos.7 and 8, the plaintiff has established its claim. The Hon'ble Supreme Court in South Eastern Coalfields Ltd. v. State of M.P., (2003) 8 SCC 648, has held that a party who has received the benefit of money must compensate the other for its wrongful retention.
The defendant, having accepted goods and failed to pay, cannot be permitted to unjustly enrich itself. Accordingly, Issue No.9 is decided in favour of the plaintiff and against the defendant.
CONCLUSION:
RELIEF
18. Accordingly, the suit is decreed in favour of the plaintiff CS (Comm) 2959/24 Page No. 53 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd. and against the defendant and a decree for recovery of Rs.54,14,488.71/- is passed, the plaintiff shall be entitled to interest @ 12% per annum from the date of institution of the suit, till its realization. The plaintiff shall also be entitled to costs of the suit.
Decree sheet be prepared accordingly.
File be consigned to record room after due compliance.
Digitally Announced & dictated in the signed by lalit lalit kumar Date:
kumar 2026.05.05 open Court on 05.05.2026 17:27:02 +0530 (LALIT KUMAR) District Judge Commercial)-02 South-East, Saket Court CS (Comm) 2959/24 Page No. 54 of 54 M/s I Pack India Pvt. Ltd. Vs. Haldiram Marketing P. Ltd.