Delhi High Court - Orders
M2K Entertaninment Pvt Ltd & Anr vs North Delhi Metro Mall Pvt Ltd & Anr on 19 October, 2023
Author: Sachin Datta
Bench: Sachin Datta
$~49
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ O.M.P.(I) (COMM.) 342/2023
M2K ENTERTANINMENT PVT LTD & ANR. ..... Petitioners
Through: Mr. Sanjeev Sindhwani, Sr. Adv.
along with Mr. Amit Agarwal, Mr.
Saurabh Kumar and Mr. Gaurav
Sindhwani, Advs.
versus
NORTH DELHI METRO MALL PVT LTD & ANR...... Respondents
Through:
CORAM:
HON'BLE MR. JUSTICE SACHIN DATTA
ORDER
% 19.10.2023 IA No.20890/2023 (Exemption) Allowed, subject to all just exceptions.
Application stands disposed of.
O.M.P.(I) (COMM.) 342/2023
1. Issue notice to the respondents, on necessary steps being taken by the petitioners, through all permissible modes, including electronically. Dasti in addition.
2. The present petition has been filed under Section 9 of the Arbitration and Conciliation Act, 1996 seeks urgent ad-interim reliefs, including stay on the construction/development in the MGF City Mall/VR Metropolitan Mall, at Khyber Pass, New Delhi.
3. It is the case of the petitioners that the respondents are in utter breach of the terms of the agreement dated 06.09.2006, executed between the This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 20/10/2023 at 00:32:07 parties, inasmuch as the petitioners have been deprived of the right to exclusively establish and operate a Multiplex/Cinema in the said mall; the respondents are also stated to have unilaterally changed the entire configuration of the proposed MGF City Mall, by altering the layout plan in derogation of the agreement between the parties.
4. Learned senior counsel for the petitioner has drawn attention to the material terms of the agreement dated 06.09.2006, particularly Clause-1(i) of the said agreement which provides as under:
"1(i) The Sub-Lessor shall provide all the Documents as required by the sub-Lessee from time to time and shall obtain all the applicable approvals and No Objection Certificates from different regulatory authorities to avoid any hindrance of Operation of MGF City, including the :Multip1ex theatres of the Sub-Lessee proposed In the Demised Premises and shall provide copies of the same to the Sub- Lessee as and when required ·by the Sub-lessee for commencing Its operations and enjoying the demised premises in terms hereof."
5. It is submitted by learned senior counsel for the petitioner that despite innumerable letters addressed by the petitioners to the respondents, the copies of the approval/no objection certificates obtained by the respondents from different regulatory authorities have not been provided to the petitioners in utter contravention of the aforesaid Clause-1(i) of the agreement dated 06.09.2006.
6. Attention has also been drawn to Clause-1(a) and 1 (b) of the agreement, which read as under:
"1. TERMS OF Sub-LEASE
(a) The Sub-Lessor agrees to Sub-Lease the said Multi Screen Cinema Space in the said "MGF CITY""admeasuring approximately 45,000 sq. ft. of Super Area having 5 screens with 1000 seats approximately (comprising of approximately 33,750 sq. ft. of covered area) on level Three which includes 200 sq.ft. of Super Area (comprising of This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 20/10/2023 at 00:32:07 approximately 150 sq.ft of covered area) at a prominent location on the Lower Ground Floor for Box Office (hereinafter referred to as the "Demised Premises")as shown in the plan annexed hereto as "Annexure B".
(b) That in consideration of the monthly Rent herein fixed and the other covenants herein contained, the Sub-Lessor hereby agrees to grant to the Sub-Lessee a Sub-Lease in respect of the Demised Premises for an initial period of 20 (Twenty) years in the first instance, with an option unto the Sub-Lessee to seek renewal of the same in its sole discretion for further period of another 1 (One) year ("The Term") commencing from 1 month from the date of Occupation / Completion Certificate or commencement of commercial operations of "MGF CITY" or six months after the handover of possession of the Demised Premises by the Sub-Lessor to the Sub-Lessee for carrying out fit out works, whichever is later(hereinafter referred to as "Effective Date") subject to commencement of operations by a minimum of two anchor occupants / stores each occupying a Super Area in excess of 25,000 sq. ft.) and the Food Court of the MGF City, prior to the Effective Date. (For the sake of clarity, any Occupant occupying more than 10,000 Sq. Ft. Super Area in MGF City shall be considered as an Anchor Occupant under this Agreement.)"
7. It is submitted by learned senior counsel for the petitioner that even though the aforesaid terms of the said agreement clearly prescribes that the petitioners would be entitled to approximately 45,000 sq. ft. of super area having 5 screens with 1000 seats as shown in the plan annexed as Annexure- B along with the said agreement, the actual construction which is proposed to be carried out by the respondents is at complete variance with the said Annexure-B.
8. It is further apprehended that the respondents shall breach the exclusivity guaranteed to the petitioners in the agreement dated 06.09.2006. In this regard, attention is drawn to Clause-11 of said the agreement which is as follows:
"11.Non-Competition Sub-Lessor will not permit any other person / party other than the Sub-
This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 20/10/2023 at 00:32:08 Lessee any other space in the Mall to be used for or operated as Multiplex / Cinema / IMAX Theatre."
9. In the aforesaid circumstances, learned senior counsel for the petitioner strenuously contends that an interim stay be granted on the construction and development in MGF City Mall/VR Metropolitan Mall including the construction in respect of a Multiplex Area to be allotted to the petitioners.
10. Considering the submissions made by the learned senior counsel for the petitioners, the respondents are directed to comply with the provisions of Clause-1(i) of the aforesaid agreement dated 06.09.2006 and supply all the applicable approvals/no objection certificate/s obtained by the respondents from the different regulatory authorities to the petitioners, within a period of one week from today.
11. Also, in view of Clause 11 of the agreement dated 6.9.2006, till the next date of hearing, the respondents are restrained from allotting to any other person/party (other than the petitioners) any other space in the Mall to be used for or operated as Multiplex/Cinema/IMAX Theatre.
12. In view of the urgency emphasized by learned senior counsel for the petitioner, renotify on 31.10.2023. The Respondents are at liberty to file their reply before the next date of hearing.
13. Dasti.
SACHIN DATTA, J OCTOBER 19, 2023/cl This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 20/10/2023 at 00:32:08