Delhi District Court
Kapil Dev Sapra vs Surana Telecom And Power Limited on 17 January, 2019
In the Court of Ms. Vineeta Goyal: Additional District Judge03
(South District) Saket Court Complex, New Delhi.
CS No. :8006/16
CNR No. DLST010012422016
In the matter of :
Kapil Dev Sapra
Proprietor
Kapil Sapra & Associates
M34, Saket
New Delhi110017 ......Plaintiff
VERSUS
1. Surana Telecom and Power Limited
Having its Registered office at:
5th Floor, Surya Towers,
Sardar Patel Road, Secunderabad
Telangana500 003.
Also at:
Flat no. A2, Marble Arch Apartment
9, Prithviraj Road,
New Delhi110 011.
2. Narender Surana
Managing Director
Surana Telecom and Power Limited
SY622, PT02, Arihant Enclave,
Akbar Road, Opposite Adrin HSG Complex
Secunderabad
Telangana500009 .......Defendants
Date of institution : 02.06.2016
Date of decision : 17.01.2019
Presence : Sh.Vikas Dutta, Sh. Siddharth Joshi and Sh. Siddharth
Silwal, counsel for the plaintiff.
Sh. Siddharth Gautam, counsel for the defendants.
CS No.8006/16 Page 1 of 18
JUDGMENT
1. The plaintiff has initially filed the present suit for recovery of Rs.19,85,032/ (Rupees Nineteen Lacs Eighty Five Thousand and Thirty Two only) alongwith pendente lite and future interest against the defendants under Order XXXVII of Code of Civil Procedure, 1908 (hereinafter referred to as CPC) which was later on converted into ordinary suit on 03.06.2016.
2. Brief facts as averred in the plaint are that plaintiff is a lawyer by profession and proprietor of Kapil Sapra & Associates. Defendant no. 2 approached the plaintiff for providing legal services and after negotiations professional fee rates were agreed between the plaintiff and defendants. Defendants received legal services from the plaintiff on continuous basis and defendants also made part payment against one of the invoices raised. It is averred that defendants were deliberately and with the malafide intention to cheat and fraud the plaintiff continued to avail professional services from the plaintiff. Plaintiff has raised various invoices/ debit note towards the professional services rendered by the defendants and invoices were duly received by the defendants. However, defendants have made only part payment towards the one of the invoices as under: -
S. No. Invoice No./ Debit Dated Amount (INR)
Note No.
1 001956 05.02.2012 4,50,000/
2 02132 05.06.2012 77,000/
3 002133 05.06.2012 3,30,859/
4 002134 05.06.2012 3,48,551/
CS No.8006/16 Page 2 of 18
5 002700 31.01.2013 2,45,520/
6 Debit Note 78 05.06.2012 38,363/
Total 14,90,293
3. It is averred that defendants have made part payment of Rs.2,00,000/ towards invoice bearing no. 001956 dated 05.02.2012. Defendants have neither disputed the receipt of the legal services nor have doubted the correctness or the quality of the legal services provided by the plaintiff. Plaintiff sent various emails dated 14.04.2012, 19.04.2012, 01.05.2012 and 17.05.2012 to the defendants demanding the payment towards the outstanding invoices through its account manager and despite regular requests made by the plaintiff, the defendants failed to make payment towards the outstanding invoices. It is further averred that defendants were not making payment of the outstanding amount, letter dated 26.07.2013 was issued by the plaintiff. Reply dated 31.07.2013 was given by the defendants to the letter issued by the plaintiff. It is further averred that baseless, false and frivolous issues were raised by the defendants which are only an afterthought of the defendants to avoid their obligations in as much as they never objected to the invoices or services rendered from the plaintiff. Plaintiff has also sent a rejoinder dated 28.03.2016 to the defendants which was duly received by the defendants. It is averred that amount of Rs.14,90,293/ remains outstanding against the defendants and therefore on 30.04.2016 defendants are liable to pay an amount of Rs.19,85,032/ which is inclusive of interest at the rate of 14% per annum (which is equivalent to SBI PNR prevalent as of the date of filing of this suit) of Rs.6,94,739/ towards the delay in payment of the outstanding invoice amount. It is averred that cause of action arose between the parties CS No.8006/16 Page 3 of 18 and this court has very well jurisdiction to entertain and try the present suit. Despite regular requests by the plaintiff, defendants failed to make the payment towards the outstanding invoice, hence this suit.
4. Upon service, the defendants entered their appearance and filed joint written statement inter alia raising objections that present suit is not maintainable; this Court has no territorial jurisdiction; the suit is bad for nonjoinder of necessary parties; and the suit is without any cause of action. On merits, the averments of the plaint were denied. The defendants submitted that the plaintiff has raised the invoices without any agreement to the legal and professional fee with them. It is averred that plaintiff overcharged the defendant no. 1 company for the limited legal services provided by his firm, taking advantage of absence of any agreement between plaintiff and defendant no. 1 company. There was no privity of contract between the plaintiff and defendants. It is further averred that plaintiff never provided his schedule of fee for various legal services. Defendant no. 1 company approached the plaintiff to file a petition before the "Gujarat Electricity Regulatory Commission" at Ahmadabad in the year 2011. After filing the said petition, plaintiff raised an invoice bearing no. 001956 dated 05.06.2012 for an exorbitant sum of Rs.4,50,000/. The said petition was rejected and defendant no. 1 was agreed to pay a total amount of Rs.4,00,000/ out of which Rs.3,00,000/ has already been paid to the plaintiff and by way of letter 31.07.2013 defendants proposed to pay the balance sum of Rs.1,00,000/ in full and final settlement. Defendant no. 1 also approached the plaintiff to move early hearing applications before the Hon'ble Supreme Court in pending Civil Appeal Nos. 6722 24 and Civil Appeals No. 671820. The idea of moving early hearing CS No.8006/16 Page 4 of 18 applications in the pending Civil Appeals were later dropped and early hearing applications were filed by the plaintiff. Despite this plaintiff raised invoice bearing no. 002132 dated 05.06.2012 for a sum of Rs. 77,000/ alleging fictitious services. Defendant no. 1 approached the plaintiff for filing execution petition seeking executing of an award passed in an arbitration proceedings between defendant no. 1 and Mahanagar Telephone Nigam Ltd. before the Hon'ble High Court of Delhi. The plaintiff ill advised the defendant no. 1 to file the same despite that MTNL having challenged the said award before the Hon'ble High Court of Andhra Pradesh. The said execution petition was subsequently dismissed by the Hon'ble High Court of Delhi vide order dated 14.05.2012 on the submission of the counsel of MTNL that Hon'ble High Court at Andhra Pradesh has granted a conditional stay of the captioned matter in a pending appeal. Despite this, the plaintiff raised an arbitrary invoice bearing no. 002133 dated 05.06.2012 for an exorbitant sum of Rs.3,30,859/, which the defendant no. 1 is not legally bound to pay, despite this the defendant no. 1 agreed to pay Rs.1,00,000/ to the plaintiff in the matter as full and final payment of the bill which the plaintiff declined to accept. The plaintiff was also approached for an Arbitration matter between defendant no. 1 and MTNL, in which defendant no. 1 was not properly represented by the plaintiff, resulting in a reverse order in which while the claim of defendant no. 1 was rejected by Ld. Arbitrator, the counterclaim of MTNL was awarded. Despite the poor presentation of the case, the plaintiff surprisingly with a dishonest intention raised two invoices alleging same or similar services, one bearing no. 002134 dated 05.06.2012 for an exorbitant sum of Rs.3,48,551/ and another bearing no. 002700 dated 31.01.2013 for a sum of Rs.2,45,520/. Despite this, the defendant no. 1 agreed to pay a sum of Rs.1,00,000/ to the plaintiff CS No.8006/16 Page 5 of 18 in the matter as full and final payment of said invoices which the plaintiff declined to accept. It is further averred that without prejudice to aforesaid, it is submitted that said invoices were raised by firm of the plaintiff without any agreement much less any discussion regarding fee and charges with defendant no. 1. The said invoices were raised by the plaintiff arbitrarily with an illegal motive to unjustly enrich himself. The subject invoice is totally arbitrary, illegal, raised without any agreement and for which the defendants are not liable to pay anything and the present suit is filed without any cause of action and liable to be dismissed.
4.1. It is further averred that this court does not have jurisdiction to entertain and try the present suit as defendant no.1 company is at Secunderabad, Andhra Pradesh and has no subordinate place of business in Delhi. The defendant no. 2 is also resident of Hyderabad and works for gain at Secunderabad, Andhra Pradesh. None of cause of action as alleged arose in Delhi and therefore the Court at Hyderabad, Andhra Pradesh, is the competent Court to try and entertain the present suit provided if there is any cause of action. It is further averred that defendant no. 2, being the Managing Director of defendant no. 1 is not personally liable for the acts/ alleged liability of the company and therefore improperly joined as party/defendant to the present suit. On merits, the averments of the plaint were denied and the defendants have stated that they are not liable to make any payment as alleged by the plaintiff and prayed that the suit filed by the plaintiff deserves dismissal.
5. Replication to the joint written statement of defendants filed by plaintiff reaffirming and reiterating the averments made in the plaint CS No.8006/16 Page 6 of 18 and denying the contentions of defendants made in the written statement. It is submitted that there was no occasion for the plaintiff to provide his schedule of fee once the same has been discussed and agreed upon between the plaintiff and defendant no. 1. A perusal of invoice bearing no. 001956 dated 05.02.2012 would show that plaintiff has charged Rs.4,00,000/ towards his professional fees and remaining Rs.50,000/ is towards out of pocket expenses and courtfees. The defendants have only paid Rs.2,00,000/ towards the said invoices and the contentions of the defendant that they have paid Rs.3,00,000/ towards the said invoice is wrong. It is further submitted that defendant's contentions that they had agreed to pay towards the said invoice despite the said petition having been rejected, is also un tenable as the professional fee of any professional being a doctor, lawyer etc. cannot be based on success of the professional assignments. The plaintiff further denied that he has raised an arbitrary invoice bearing no. 002132 dated 05.06.2012 for a sum of Rs.77,000/ for fictitious services and submitted that a bare perusal of email dated 06.07.2011 (relied upon by the defendants themselves) would show that plaintiff never discouraged the defendants from filing early hearing application before Hon'ble Supreme Court as selectively referred by the defendants, but has correctly advised the defendants. The plaintiff could not have advised the defendants to move an early hearing application when Hon'ble Chief Justice of India, on the Administrative side has already passed an order that no early hearing applications will be filed or entertained. The entire advice with regard to subject invoice cannot be termed as discouragement. It is further averred that with regard to invoice bearing no. 002133, the firm of the plaintiff represented the defendants effectively and assertively before Hon'ble Delhi High Court. Bare perusal of update email dated 16.05.2012 CS No.8006/16 Page 7 of 18 (relied upon by the defendants themselves) and the order dated 14.05.2012 passed by Hon'ble High Court of Delhi clearly shows that the matter was not dismissed but disposed off with liberty granted to the defendants to have the petition revived depending upon the outcome of petition before Hon'ble High Court of Andhra Pradesh. As the firm of the plaintiff was not engaged for the petition pending before Hon'ble High Court of Andhra Pradesh, therefore, the firm of the plaintiff cannot be faulted for the stay granted by Hon'ble High Court of AP in the said petition. In any event, the professional fee of the plaintiff cannot be subject to the success of the matter. The plaintiff further averred that with regard to invoice bearing no. 002134 dated 05.06.2012 and bearing no. 002700 dated 31.01.2013, perusal of same show that both the invoices not only relate to different period but contents of both the invoices are materially different. The record of the case would show that defendants were at all times ably represented by the firm of the plaintiff and not once any adjournment was either requested or taken by the plaintiff firm. It is further averred that the contention of the defendant no. 1 that it does not have any subordinate place of business in Delhi is itself contrary to the address mentioned as stated in the company's affidavit in the present written statement which clearly states an alternate address of defendant no. 1 company to be situated at Delhi. It is also averred that all the services were tendered by the plaintiff from the office situated within the territorial jurisdiction of this court. On these grounds it was reiterated that the suit of the plaintiff be decreed.
6. From the pleadings of the parties, the following issues were framed on 31.05.2017 by the then Ld. Presiding Officer: CS No.8006/16 Page 8 of 18
1. Whether the plaintiff is entitled to a decree for sum of Rs.19,85,032/ from the defendant, as prayed?OPP
2. Whether plaintiff is entitled to any interest? If so at what rate and for what period?OPP
3. Whether the suit is without any cause of action?OPD
4. Whether the suit is bad for misjoinder of parties?OPD
5. Whether this court has no territorial jurisdiction to try this suit?OPD
6. Relief.
7. Both the parties led their respective evidence. I have heard arguments advanced by Ld. Counsels for the parties and gone through material on record. My issuewise finding is as follows: Issues no. 1 7.1. The onus to prove issue no. 1 is upon the plaintiff. In order to prove its case, the plaintiff has examined himself as PW1 and make statement in consonance with the pleadings made in the plaint as well as replication. He tendered his evidence by way of affidavit Ex. PW1/A and also relied upon several documents. Office copies of invoices bearing no. 001956 dated 05.02.2012, 02132 dated 05.06.2012, 002133 dated 05.06.2012, 002134 dated 05.06.2012, 002700 dated 31.01.2013 and debit note 78 dated 05.06.2012 are Ex.PW1/1 (colly). Copy of email dated 14.04.2012,19.04.2012, 01.05.2012 and 17.05.2012 are Ex.PW1/2 (colly). Copy of plaintiff's letter dated 26.07.2013 is Ex.PW1/3. Defendant's response letter dated 31.07.2013 is Ex.PW1/4 (OSR). Plaintiff's rejoinder dated 28.03.2016 alongwith postal receipts (OSR) with acknowledgment are Ex.PW1/5 (colly). Copy of plaintiff's email dated 26.03.2015 and 20.05.2015 are Ex.PW1/6 (colly). Copy of CS No.8006/16 Page 9 of 18 plaintiff's email dated 06.07.2011 is Mark A. Copy of plaintiff's email dated 16.05.2012 is Mark B. 7.2. On the other hand, defendants also got examined only one witness Sh. Lalit Kumar Baid as DW1 who tendered his evidence by way of affidavit Ex. DW1/A and relied upon copy of email dated 06.07.2011 Ex. DW1/1 and copy of email dated 16.05.2012 Ex. DW1/2.
7.3. The claim of the plaintiff is hinging upon the following invoices: S. No. Invoice No./ Debit Dated Amount (INR) Note No. 1 001956 05.02.2012 4,50,000/ 2 02132 05.06.2012 77,000/ 3 002133 05.06.2012 3,30,859/ 4 002134 05.06.2012 3,48,551/ 5 002700 31.01.2013 2,45,520/ 6 Debit Note 78 05.06.2012 38,363/ Total 14,90,293 7.4. On judicial scanning of evidence led by respective parties, it has culled out that the plaintiff is lawyer having rendered services to the defendant in various matters for which the invoices above have been raised. In support of services being rendered, he examined himself as PW1 who was crossexamined by the defendant and in the crossexamination on 06.09.2018, on being asked about the schedule for fee for professional services, the following was stated: "Yes, we have a schedule of fee which is not 'one size fits all' for all clients and all matters. The fee for each client and each matter is agreed on a case to case basis also. As mentioned earlier it was CS No.8006/16 Page 10 of 18 agreed in person with Mr. Narender Surana and Mr. Devinder Surana and their father who is the chairman in their office in Hyderabad."
7.5. The defendant examined Sh. Lalit Kumar Baid as DW1 who has in his crossexamination on 24.09.2018, 25.09.2018 and 11.10.2018 admitted to have received services of the plaintiff but objected to the service on certain accounts. In consideration of the fact the invoices claimed by the plaintiff pertain to various litigations/ matters, therefore, for convenience of adjudication each claim is discussed hereunder:
(a) Gujarat Electricity Regulatory Commission (GERC) matter: The plaintiff has raised invoice no. 001956 dated 05.02.2012 for an amount of Rs.4,50,000/ (Ex. PW1/1(colly)). This invoice includes Rs.4,00,000/ plus Rs.40,000/ outofpocket expenses and Rs.10,000/ courtfees. The plaintiff admits to have received Rs.2,00,000/ against this invoice whereas defendant claimed to have paid Rs.3,00,000/ but in cross examination on 11.10.2018, DW1 in response to question no. 80 merely states that it is subject to the record. The defendant has not provided any record in this regard, thus payment of Rs.2,00,000/ stands admitted. The outstanding balance remains Rs.2,50,000/. On the aspect of providing services, the plaintiff in his affidavit asserted the services having been provided which are mentioned in detail in the invoice above and the details were also provided to the defendant through letter dated 18.03.2016 (Ex. PW1/5) stating that the plaintiff has attended hearing at Ahmadabad before GERC after filing the petition on behalf of the defendant. The defendant in the written statement resisted the claim merely by stating that same was exorbitant because the petition was dismissed. The plaintiff, per CS No.8006/16 Page 11 of 18 contra, has claimed that effective professional services were given and the payment of services of a professional cannot be based on success of the assignment. The defendant did not crossexamine the plaintiff in respect of GERC matter rather the plaintiff effectively crossexamined the DW1 to elucidate that services have been provided. A reference can be made to crossexamination on 24.09.2018, question no(s). 3, 4 and 5 when the witness gave evasive replies to the specific questions about the services. In these circumstances, the plaintiff has established rendering of services and receipt of Rs.2,00,000/ only against the claim of Rs.4,50,000/, thus balance of Rs.2,50,000/ is proved to be outstanding.
(b) Custom Supreme Court matter: The plaintiff raised invoice no. 002132 dated 05.06.2012 (Ex. PW1/1 (colly) for Rs.77,000/. It is stated that this was raised for providing services of advising the defendant not to make mention of the matter before Hon'ble Supreme Court to push for early hearing. The plaintiff justified this claim based on the fact that after considering advice, the defendant did not moved for early hearing. The services narrated in crossexamination of plaintiff on 06.09.2018 is reproduced as under: "The nominal amount raised in the above said invoice was towards reviewing a customs matter and the brief in the Hon'ble Supreme Court, attending meeting with the representative of defendant no. 1 sharing minutes of those meetings and advising on the merits and grounds of filing an early hearing application in the Hon'ble Supreme Court."
The plaintiff has supported his services based on an email on 06.07.2011 (Ex. PW1/D1 and Ex. DW1/1). In this email, the defendant has been informed that Hon'ble Supreme Court usually discouraged early hearings but if the defendant still wishes to push then plaintiff CS No.8006/16 Page 12 of 18 may be instructed accordingly. In view of the evidence on record, it transpires that the parties were merely discussing and exploring possibility of going for early hearing with their lawyer (plaintiff) even on email but discussion does not constitute professional service for the single reason if each and every communication emanating from the office of a lawyer chamber is treated as professional services then bills and invoices could be raised for anything and for everything. Thus, it would not be appropriate to treat a simple opinion as a professional service for raising a bill of Rs.77,000/. It is also relevant to note that the defendant has engaged the plaintiff in multiple matters, therefore, any passing opinion should not constitute a professional service, this claim deserves dismissal.
(c) Execution Petition no. 289/2011 before Hon'ble High Court of Delhi: The plaintiff has raised invoice no. 002133 dated 05.06.2012 for Rs.3,30,859/ (Ex. PW1/1 (colly), the services rendered are drafting and filing of executive petition and attending the hearing of the suit. The defendants have objected the invoice by stating that the defendants were illadvised to file execution petition once Hon'ble Andhra Pradesh High Court has granted a conditional stay. The plaintiff appearing as PW1 on 06.09.2018 in crossexamination responded the claim as under: "The petition was not dismissed but disposed off with the liberty to defendant no. 1 to refile the same depending on outcome of the appeal pending before Hon'ble AP High Court in which the stay was granted of which we were not made aware by the defendant at the time of filing the Execution petition. Therefore, there is no question of any foreseen situation and it is not the plaintiff's responsibility if the defendant counsel in AP is unable to defend the position."
The witness of defendant DW1 was crossexamined on 25.09.2018 in question no(s). 44 to 50 in this regard. This witness could CS No.8006/16 Page 13 of 18 not state whether the plaintiff was informed about the stay granted by Hon'ble Andhra Pradesh High Court. The witness also could not justify the basis of offer of settlement of Rs.1,00,000/ if there was deficiency in services. I have considered the evidence on record and find that filing of execution petition could have entailed documentation from the defendants and therefore at the time of filing and pressing the execution petition, there was consent of th defendants about the advice of the plaintiff. No fault can be found in the counsel side merely on the dismissal of the execution petition. If every dismissal is treated as deficiency of service or illadvice, then in each case at least one professional could be facing similar challenge who losses the case, the claims of the plaintiff is fully justified.
(c) Arbitration proceedings in the case of MTNL: The plaintiff has claimed the invoice no. 002134 dated 05.06.2012 for Rs.3,40,541/ and invoice no. 002700 dated 31.01.2013 for Rs.2,45,520/ Ex. PW1/1 (colly). The defendants contended that the invoices are exorbitant and have been raised with a dishonest intention for the same or similar services. In replication, the plaintiff simply denied by stating that these relates to different period for different services as mentioned in the invoices. The defence witness DW1 in crossexamination on 11.10.2018 in question no. 64 withstood the contention that these two invoices are pertaining to same matter and did not crumble. A careful perusal of the entire matter reveals that the format of invoice Ex. PW1/1 (colly) would have on the top left hand vide date of invoice and immediately below the date in all the invoices there would be another sentence our reference. A perusal of the invoice no. 002134 shows that the reference number is S78 and for invoice 002700, the reference number is also S
78. This would show that both pertain to same matter which is CS No.8006/16 Page 14 of 18 arbitration MTNL. Further, basis of reference of services mentioned in the invoices are reproduced as under: Invoice no. 002134 : Towards professional services rendered in the captioned matter, including receipt of instructions, attending meetings and teleconferences with your representatives, reviewing of documents, researching on jurisdiction of court with respect to execution of arbitral tribunal, drafting and filing execution petition, drafting application for exemption, drafting urgent application, notice of motion, revising execution, attending hearing and providing you with our advise and assistance on diverse queries and issues raised in relation to captioned matter from time to time. Rs.3,16,000/ Plus: Clerkage @ 10% Rs. 31,600/ Plus: Reimbursement of Rs. 951/ out of pocket expenses Rs.3,48,551/ Invoice no. 002700 : Towards professional services rendered in the captioned matter, including receipt of instructions, attending meetings and teleconferences with your representatives, reviewing of documents, preparing for arbitration, attending arbitration hearings, reviewing of documents, researching on clarificatory notification, researching on beneficial notification, drafting and finalizing rejoinder and reply to counter claim, drafting application of condonation of delay, and providing you with our advise and assistance on diverse queries and issues raised in relation to captioned matter from time to time. Rs.2,23,000/ Plus: Clerkage @ 10% Rs. 22,300/ Plus: Reimbursement of Rs. 220/ out of pocket expenses Rs.2,45,520/ CS No.8006/16 Page 15 of 18 A perusal of the above shows that there is a common matter, attending meeting, teleconferencing, documentation, researching etc. It shows that services rendered are identical in the same matter, the onus was upon the plaintiff to discharge/ exhibit that separate services were actually rendered while handling this matter. The plaintiff did not produce any evidence except self serving statement in respect of this matter. The contention of the defendants appears to be justified. Therefore, the plaintiff is entitled to one invoice and invoice no. 002134 for Rs.3,48,511/ is awarded and claim in respect of invoice no. 002700 is rejected.
(d) Debit note 78 dated 05.06.2012 for Rs.38,363/, this reimbursement of expenses on which defendant has no dispute if still outstanding.
7.6. In view of above, the plaintiff is entitled to the following: Invoice no. Amount 001956 Rs.2,50,000/ (balance) 002133 Rs.3,30,859/ 002134 Rs.3,48,551/ Debit note 78 Rs.38,363/ _____________________________________________________ Total Rs.9,67,773/ ________________________________________________________________________ 7.7. In view of above discussion, issue no. 1 is decided accordingly in favour of plaintiff to the extent that plaintiff is entitled for a sum of Rs.9,67,773/ from the defendants .
CS No.8006/16 Page 16 of 18Issue no. 2 7.8. Since there is no agreement/covenant between the parties with regard to the interest of outstanding amount, under such circumstances, interest would be payable from the date of filing of suit till its realization @ 6% per annum which appears to be fair and reasonable.
Issue no. 3 7.9. The onus to prove this issue was upon the defendant. In view of the observation made in issue no. 1 that the plaintiff is entitled for the outstanding amount from the defendant towards the professional fee rendered and invoices raised, the suit cannot be said to be without any cause of action.
Issue no. 4 7.10. Onus to prove this issue was upon the defendants. So far as the liability to pay the aforesaid amount is concerned, it has been consistently held in catena of judgments by Hon'ble High Courts that a company is a juristic person and has to act through a living human being. Collectively, decisions on behalf of the company, are being taken by the board of directors of the company. An individual director has no power to act on behalf of a company of which he is a director, unless there is a specific resolution of the board of directors of the company giving specific power to him/her, or, where the articles of company confer such a power. Directors of companies have been described as agents, trustees or representatives of the company because of the fact visavis the company they act in a fiduciary capacity. They perform acts and duties for the benefit of the company. The directors of a company owe no fiduciary or contractual duties or any duty of care to CS No.8006/16 Page 17 of 18 third parties who deal with the company. In the present case, merely on the allegations that meetings and correspondences have been exchanged with defendant no. 2, who is Managing Director of the defendant no. 1 company cannot be made liable. The liability, if any, is of the defendant no. 1 company. Therefore, the plaintiff is entitled to recover aforesaid amount from defendant no. 1. Accordingly, this issue is decided in favour of the defendant.
Issue no. 5 7.11. The onus to prove this issue was upon the defendants. It transpires from the documentary evidence on record as well as oral testimony that the defendant also has office at 9, Prithvi Raj Road, New Delhi which has been having the employees corresponding and taking services of the plaintiff from the office situated at M34, Saket, New Delhi. The professional services were rendered from the office of the plaintiff at Delhi, therefore, a part cause of action has arisen within the jurisdiction of this Court.
Relief
8. In view of above discussion in issue no(s) 1 and 2, the suit of the plaintiff is partly decreed. The plaintiff is entitled to recover a sum of Rs.9,67,773/ from the defendant no.1 alongwith interest @6% from the date of filing of suit till its realization. Cost of the suit is also awarded in favour of the plaintiff. Decree sheet be prepared accordingly.
Digitally signedFile be consigned to record room. by VINEETA GOYAL VINEETA Date: Pronounced in the Open Court GOYAL 2019.01.18 15:20:24 on 17.01.2019 +0530 (Vineeta Goyal) Additional District Judge South District: Saket: New Delhi CS No.8006/16 Page 18 of 18