Delhi District Court
Muses Marketing Private Limited vs Ozone Overseas Private Limited on 16 March, 2026
IN THE COURT OF DISTRICT JUDGE (COMMERCIAL)-04
DISTRICT WEST, TIS HAZARI COURTS, DELHI
CS (COMM.) 613/2023
CNR No. DLWT01-006388-2023
M/s Muses Marketing Private Limited
Through its Authorised Representative/Director
Sh. Ronak Singh Ahuja
Office at: B-33, Chander Nagar, Ghaziabad
UP-201011
Mobile:8802408700
Email Id: [email protected] ................. Plaintiff
VERSUS
M/s Ozone Overseas Private Limited
through its Director/MD/CEO/ Authorized Person
Registered Address at: H-40, Bali Nagar
New Delhi-110015.
Email Id: [email protected] ................. Defendant
Date of institution : 05.08.2023
Date of Argument : 05.02.2026/11.03.2026
Date of Judgment : 16.03.2026
SUIT FOR RECOVERY OF RS.54,29,828/- ALONG
WITH PENDENTE LITE AND FUTURE INTEREST
Appearance
Sh. (Dr.) Ankit Gupta, Ld. Counsel for Plaintiff.
Sh. J. K. Choudhary & Ms. Liz Thachet, Ld. Counsels for Defendant.
JUDGEMENT
1. This judgement shall dispose of suit for recovery of Rs.
CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 1 of 43 54,29,828/- filed by plaintiff company against the defendant company.
Stand of plaintiff
2. Briefly stated, the plaintiff is a marketing company engaged in providing promotional services to its clients for the promotion of their products and business activities. The present suit has been instituted through its AR/Director, Sh. Ronak Singh Ahuja, who is duly authorized vide Board Resolution dated 20.07.2023 to sign, represent, and conduct the present proceedings on behalf of the plaintiff company.
3. Plaintiff asserts in the plaint that the defendant company, Ozone, is a young and dynamic enterprise offering Architectural Hardware Solutions through a wide range of standard and customized products to its clients in India and abroad. The defendant, through its AR/Finance Controller, Mr. Ajay Dua, approached the plaintiff for conducting RWA (Roadshow Activation) for its various products and invited an offer to conceptualize, design, develop, plan, and execute three customized Product Display Vehicles (Mobile Units). Pursuant thereto, the plaintiff submitted its proposal offering the best commercial terms, which was accepted by the defendant through its authorized representative on 19.12.2021, culminating in the execution of a "Service Agreement." In furtherance thereof, the defendant issued a CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 2 of 43 Purchase Order dated 20.12.2021 for a total amount of Rs. 75,37,958/- (including GST). The plaintiff accordingly commenced execution of the assignment and duly informed the defendant that any delay attributable to the defendant would attract additional charges beyond the agreed terms. All communications between the parties were exchanged through emails.
4. It is further pleaded that the defendant paid an advance amount of Rs. 6,74,730/- to the plaintiff on 23.12.2021, pursuant to which the plaintiff initiated the fabrication process of the vehicles as per the Service Agreement and Purchase Order. The defendant thereafter made another payment of Rs. 6,74,730/- as part payment towards the fixed amount. However, as per the terms of the agreement, the complete fixed amount of Rs. 13,77,000/- plus GST was required to be paid prior to the rollout of the units. Despite the same, an amount of Rs. 2,75,400/- remains outstanding till date, and the total amount received by the plaintiff aggregates to only Rs. 13,49,460/-. The outstanding amount of Rs. 2,75,400/- pertains to Invoice No. 2021-22200 dated 01.03.2022 for Rs. 16,24,860/-. Further, as per the communications exchanged between the parties, holding charges became applicable upon the defendant, pursuant to which the plaintiff raised Invoice No. 2021-22201 dated 01.03.2022 for Rs. 41,525/- and Invoice No. 2021-22203 dated 02.03.2022 for Rs. 47,683/-.
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5. It is further pleaded that intimation regarding the aforesaid dues was repeatedly conveyed to the defendant through WhatsApp messages, telephonic calls, and emails. While the emails have been duly placed on record, the WhatsApp chats could not be produced as the same were no longer available, having been destroyed.
6. It is further pleaded that one unit was rolled out on 25.02.2022, the second unit on 26.02.2022, and the third unit on 28.02.2022 for operation in accordance with the Service Agreement. However, all three units were subsequently recalled as per the defendant's instructions on 31.03.2022, and a communication for dismantling the units was sent by the plaintiff on 05.04.2022 in the evening. Further, all three units were again placed on hold from 01.02.2022 till 05.02.2022 as instructed by the defendant. As per Clause 5 of the Service Agreement, the lock-in period was stipulated to be four months from the date of rollout. Despite this, the defendant, vide email dated 04.04.2022, unilaterally terminated the agreement on untenable and frivolous grounds, which was duly replied to by the plaintiff on 05.04.2022. The said act of the defendant was in complete violation of the terms and spirit of the Service Agreement, thereby constituting breach thereof. The plaintiff had duly rendered services without any complaint whatsoever till 04.04.2022, and for the services rendered, a sum of Rs. 23,02,570/- (including GST) remains outstanding, the particulars whereof are detailed in para 15 of the plaint. In addition thereto, CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 4 of 43 the plaintiff is also entitled to payment for the entire lock-in period of four months as envisaged under the agreement, amounting to Rs. 27,62,650/-.
7. It is further averred that despite repeated communications, the defendant remained adamant and failed to clear the outstanding dues and also refused to pay the GST levied on the already raised invoices. Consequently, the plaintiff was constrained to cancel the bills raised vide Invoice Nos. 200, 201, and 203, which cancellation was duly acknowledged by the defendant through email. Left with no other remedy, the plaintiff issued a legal notice dated 05.05.2022, to which the defendant gave a vague reply on 11.05.2022, deliberately evading payment of the outstanding amount of Rs. 53,40,620/- excluding interest. Thereafter, the plaintiff initiated pre-litigation mediation proceedings, which remained a non-starter due to the non-appearance of the defendant, resulting in issuance of a Non-Starter Report dated 05.11.2022. Hence, the plaintiff was compelled to institute the present suit seeking recovery of Rs. 54,29,828/- along with pendente lite and future interest from the date of filing of the suit till its realization.
Stand of defendant
8. Upon service of summons on the defendant, it filed Written Statement wherein it states that the suit filed by the plaintiff is false, baseless, and devoid of any cause of action, and is therefore CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 5 of 43 liable to be dismissed at the threshold. It is asserted that the plaintiff has approached the Court without clean hands, having concealed material facts and suppressed relevant information. The defendant denies all allegations made in the plaint except those specifically admitted, and contends that the present litigation is an abuse of the process of law intended to extract money without having rendered any legitimate services.
9. The defendant is a reputed company engaged in the business of providing architectural hardware solutions, with a well-established presence in both domestic and international markets. As part of its marketing strategy, the defendant conceptualized a unique promotional campaign in December 2021 in the form of a "Roadshow Activation," involving the deployment of specially designed vehicles to display and promote its products in select cities. Given the experimental nature and financial implications of such a campaign, the defendant initially limited the project to Delhi, Mumbai, and Bengaluru to assess market response.
10. For execution of this campaign, the defendant engaged the plaintiff, who represented itself as possessing the necessary expertise, experience, and professional capacity to implement such a marketing and branding initiative. Relying upon these representations, the parties entered into a Service Agreement dated 19.12.2021, which defined the scope of services, obligations, CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 6 of 43 benchmarks, and financial terms governing their relationship.
11. However, according to the defendant, from the very inception of the agreement, the plaintiff was in material breach of its contractual obligations. The plaintiff allegedly failed to perform the agreed services, did not meet contractual benchmarks, and consistently acted contrary to the terms of the agreement. Instead of providing the agreed services, the plaintiff repeatedly raised inflated and unauthorized claims, demanded payments without prior approval, and sought to extract amounts that were neither contractually agreed nor supported by actual performance. The defendant asserts that no real services were rendered in respect of many of the claims raised in the plaint.
12. The defendant further states that the plaintiff never provided any written updates or formal notices regarding the progress of fabrication or readiness of the product display vehicles. There was no documentary communication offering inspection, readiness, or delivery of vehicles. Despite this, the plaintiff attempted to levy so-called "holding charges," which, according to the defendant, were entirely arbitrary, baseless, and fraudulent, as no vehicles were ready and no services were rendered.
13. In contrast, the defendant asserts that it remained compliant with its contractual obligations and acted in good faith throughout the CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 7 of 43 engagement. The defendant made payments towards fixed costs on 23.12.2021 and 28.02.2022, even before the plaintiff raised the GST invoice dated 01.03.2022. Subsequently, the plaintiff itself cancelled the invoice, and the service agreement had already been terminated by the defendant after expiry of the lock-in period. Consequently, the defendant asserts that the amounts already paid are liable to be refunded, and the defendant reserves its legal right to recover the same.
14. Despite several meetings, discussions, emails, and communications between the parties, the plaintiff allegedly continued its unprofessional conduct, insisted on revising contractual terms, and persisted in claiming inflated amounts for services that were never rendered. Due to this persistent non- compliance and breach, the defendant lawfully terminated the service agreement after the lock-in period through an email dated 05.04.2022 and withdrew from the advertising campaign. The defendant also requested the plaintiff to return the products that had been provided for display on the vehicles.
15. The defendant further asserts that the plaintiff's conduct caused substantial business harm. The failure of the campaign resulted in loss of a significant marketing opportunity, loss of expected revenue, and serious commercial prejudice, with losses alleged to be running into crores of rupees.
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16. Thereafter, as per discussions between the parties, the plaintiff agreed to cancel the invoices raised on the defendant until full and final settlement. However, the defendant alleges that the plaintiff's unlawful conduct continued, as the plaintiff illegally retained custody of the Defendant's products worth Rs. 15,45,897/-, which had been handed over for display and affixation on the vehicles. The plaintiff has allegedly neither returned the products nor compensated their value. The defendant therefore reserves its right to recover either the products themselves or their monetary value through appropriate legal proceedings.
17. In view of the aforesaid facts, the defendant contends that no cause of action survives in favour of the plaintiff. The service agreement stands lawfully terminated, invoices have been cancelled, no services were rendered, and no contractual liability subsists. The plaintiff, having failed to perform its obligations, is not entitled to claim any amount and is barred from seeking relief in equity, having approached the Court without clean hands. The defendant further contends that the suit is not maintainable on multiple legal grounds, including contractual bars, absence of cause of action, false pleadings, suppression of facts, and non-compliance with the mandatory provisions of the Commercial Courts Act, 2015. Accordingly, the defendant prays that the suit be dismissed as false, vexatious, and an abuse of the process of law, with costs.
CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 9 of 43 Replication on behalf plaintiff
18. Plaintiff in its replication reiterated the contents of the plaint while denying the allegation made by the defendant in its written statement.
Issues
19. From the pleadings of the parties following issues were framed vide order dated 13.02.2024:-
1. Whether the suit filed by plaintiff is not maintainable in view of objections taken in the WS? OPD
2. Whether the plaintiff is entitled to recovery of the suit amount, as prayed for? OPP
3. Whether the plaintiff is entitled to interest, as prayed for? OPP
4. Relief.
Evidence
20. In order to prove its case, plaintiff examine Sh. Ronak Singh Ahuja, its AR/Director of plaintiff as PW1 who filed his affidavit in examination-in-chief Ex PW1/A wherein he reiterated the contents of the plaint while relying upon original Non starter report Ex. PW1/1, original service agreement Ex. PW1/2, computer generated copies of three invoices and three purchase orders Ex. PW1/3(colly), office copy of legal notice Ex. PW1/4, reply to legal notice Ex. PW1/5, original memorandum of association Ex. PW1/6, computer generated copy of GST certificate Ex. PW1/7, attested copy of minutes of meeting CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 10 of 43 authorizing him Ex. PW1/8, emails Ex. PW1/9(colly) and certificate under Section 65 B of Indian Evidence Act as Ex. PW1/10. He was duly cross examined by the counsel for defendant. Thereafter plaintiff closed its evidence.
21. In order to prove its case, defendant examined Shri Kundan Singh Bisht, AR of defendant company as DW1. He relied upon service agreement dated 19.12.2021 Ex. PW1/2 and email dated 22.04.2022 which is forming part of Ex.PW1/9 (colly) and also sought to prove the certified copy of board resolution dated 02.05.2023 Ex. DW1/1, email dated 05.04.2022 Ex. DW1/2, email dated 07.04.2022 Ex. DW1/3, email dated 26.04.2022 Ex. DW1/4, list of display products supplied by defendant to plaintiff Ex. DW1/5. He was duly cross examined by the counsel for plaintiff. Thereafter defendant closed its evidence.
Analysis and Findings
22. Having heard contentions of Ld. Counsel for parties, judicial file perused, materials, evidence and testimonies were taken into consideration. Issue-wise findings are as under/hereinafter.
ISSUE No. 1:- Whether the suit filed by plaintiff is not maintainable in view of objections taken in the WS? OPD ISSUE No. 2:- Whether the plaintiff is entitled to recovery of the suit amount, as prayed for? OPP CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 11 of 43
23. Both issues are taken up together as defendant's objection in WS is not about maintainability but about sustainability of the suit on merits after trial because defendant accuses the plaintiff of non- performance of agreement and other misconduct like raising of inflated invoices and service not touching the benchmark agreed upon etc.
24. Execution of Service Agreement Ex PW1/2 is not in dispute. In nutshell the contract is for execution of a marketing and promotional Roadshow campaign for the defendant through custom-designed mobile Product Display Vehicles. The agreement is essentially for conceptualization, fabrication, deployment, operation, and management of three Product Display Vehicles (Mobile Units) for the purpose of promoting defendant's architectural hardware products in different locations. The agreement contemplates end-to-end execution of a Roadshow Activation campaign, including development of vehicles, staffing, logistics, route planning execution, display of products, handling of enquiries, reporting, permissions, and on-ground campaign management, thereby covering the entire spectrum of promotional and operational activities necessary for successful execution of the campaign.
25. Under the agreement, plaintiff Muses was required to perform the following principal obligations:
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a) Muses was to conceptualize, develop, fabricate, deploy, operate, and manage three customized Product Display Vehicles for conducting Roadshow Activation campaigns for Ozone's products. The vehicles were to be fabricated and rolled out after obtaining approvals from Ozone, and thereafter operate continuously for 180 days per unit from the date of roll-out.
b) Muses was responsible for end-to-end operational management of the campaign, including: (i) Fabrication and readiness of the vehicles, (ii) Deployment and operation of each unit as per the pre-determined route plan, (iii) Providing trained manpower comprising a field representative, helper, and driver for each unit, (v) Ensuring daily operational functioning for eight hours, (vi) Managing route execution strictly as per route plans supplied by Ozone, (v) Handling daily field reporting and compilation of enquiry data, (vi) Arranging local permissions and statutory compliance, (vii) Managing vehicle movement, transit, maintenance, safety, and logistics, (viii) Hiring, managing, insuring, and supervising the operational staff, (ix) Maintaining records including logbooks and operational documentation.
c) Muses was also required to provide written progress updates during fabrication, seek approvals for modifications, and CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 13 of 43 ensure compliance with all statutory and safety norms.
26. Thus, plaintiff's role was not confined merely to fabrication, but extended to actual on-ground execution of the promotional roadshow campaign. The agreement provides for a lock-in period of four months, during which Ozone could not terminate the contract without financial consequences. The lock-in period was to commence from the date of roll-out of the Product Display Vehicles, not from the date of execution of the agreement as contended by defendant. This is evident from Clause 5 of the "Other Clauses", which provides that Ozone may terminate the agreement by giving 30 days' notice after completion of the four months' lock-in period, and that if termination is before expiry of the lock-in period, Ozone shall be liable to pay the amount for the remaining period on a pro-rata basis. Therefore, the lock-in period begins from the actual roll-out date of the vehicles, which is also consistent with Clause 1, which stipulates that the 180 operational days are to run from the date of roll-out.
27. Besides payment obligations, Ozone had several substantial operational and logistical responsibilities, which were critical to execution of the campaign. These included (i) Ozone was required to provide timely approvals and confirmations, without which fabrication and roll-out could not proceed. Any delay attributable to Ozone would be treated as hold days; (ii) Ozone had to provide CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 14 of 43 the detailed route plan, including venue locations, contact persons, and coordination details, at least 20 days in advance of the first event day. Muses was contractually bound to follow the route plan supplied by Ozone; (iii) Ozone was obligated to provide all advertising and communication materials, such as brochures, leaflets, posters, invites, and giveaways, required for the campaign; (iv) Ozone was to depute its representatives or channel partners during the campaign to provide on-ground support and assistance; (v) Ozone was required to arrange refreshments for visitors, unless specifically approved otherwise; (vi) Ozone had to insure its products and its representatives, while Muses insured its own staff; (vii) Ozone had to provide authorization letters, product invoices, and documentation necessary for transport and display;
(viii) Ozone was obligated to coordinate sales schedules, dealer coordination, and route execution, failing which days would be treated as hold days; (ix) Ozone had to reimburse statutory levies, taxes, tolls, permissions, and transit charges, wherever applicable;
(x) Ozone also had the responsibility to approve changes in branding, refurbishment, and re-installation, and to bear such costs.
28. Thus, Ozone's obligations extended well beyond mere payment, and included planning, approvals, coordination, material supply, route planning, manpower approval, and campaign support, all of which were essential for successful execution.
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29. Upon a holistic reading of the plaint, written statement, and the replication, the real controversy turns out to be as to whether the plaintiff actually executed the Roadshow Activation campaign as per contractual terms, thereby entitling it to payments including operating charges, holding charges, and lock-in compensation, or whether plaintiff failed to perform, justifying defendant's termination and refusal to pay.
30. The stand of the plaintiff is that (i) it had fabricated three customized Product Display Vehicles, (ii) the three vehicles were rolled out on 25.02.2022, 26.02.2022 and 28.02.2022 respectively
(iii) delays and holding of vehicles occurred due to defendant's instructions, (iv) it rendered services without complaint until 04.04.2022, and (v) the termination by defendant before completion of the four-month lock-in period was illegal and therefore it claims that it is entitled to (i) pending fabrication charges, (ii) holding charges, (iii) operating charges, and (iv) compensation for the unexpired lock-in period.
31. Defendant specifically pleads that (i) plaintiff failed to perform its contractual obligations from inception, (ii) the PDVs were never operationalized on the ground, (iii) there is no proof of route execution, field deployment, manpower operation, or campaign CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 16 of 43 conduct, and (iv) no daily reports, route logs, GPS records, photographs, enquiry sheets, or operational evidence were provided. Thus, the defendant specifically and directly denies execution of the contract by the plaintiff, which goes to the root of the contract. The defendant further takes specific plea that no services were rendered in respect of the claims raised. The defendant has sought to justify termination of the contract pleading that: (i) termination occurred after expiry of the lock-in period, and
(ii) it was done due to continuous breach and non-performance on the part of the plaintiff. It has also set up case for refund of payment made in advance and return of product but except for reserving its right to take action in this regard it did not make any counter claim or set off.
32. In the light of above it has got to be seen whether plaintiff performed its contractual obligations as it was required to perform under the Service Agreement dt 19.12.2021. It has also got to be seen if the act of the defendant resulted into delay or prevented the plaintiff from performing its contractual obligation fully or in part and in time.
33. In this case contemporaneous emails on record would throw substantive light regarding performance or non-performance of contract or who was at default. Plaintiff has relied upon emails Ex CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 17 of 43 PW1/9(colly) which includes a few mails of the defendant as well. Defendant has relied upon email dt. 05.04.2022 Ex DW1/2, email dt 07.04.2022 Ex DW1/3, email dt 26.04.2022 Ex DW1/4 and also email dt. 22.04.2022 forming part of Ex Pw1/9(colly). All the mails starting from old to new are to be put below in order in one place to understand true import thereof in the present dispute.
34. Email dt. 03.02.2022 was sent to defendant by plaintiff wherein plaintiff requested for providing hardware which was to be fixed in 3 PDVs by 6th Feb, 2022. Therein it also demanded final creative and branding latest by 5th Feb, 2022. It also requested to send Fitting expert on 7th to 9th Feb, 2022. It also informed that it could roll out on 18th Feb, 2022. It also requested to share the locations/route plan latest by 7th Feb, 2022 so that they could share complete route mapping. It also notified that any changes in the van structure/layout design would be charged additional and any hold due to delay in the timelines mentioned above would be charged as hold days.
35. Email dt. 24.02.2022 was sent to defendant by plaintiff wherein plaintiff referring to several face to face discussion and telephonic conversation requested for updates on following points:- (i) payments against fixed amount stating that roll out was planned for 25th/26th and 28th Feb,2022 and claimed payment against fixed CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 18 of 43 amount before roll out i.e. latest by 24th Feb, 2022; (ii) Hold days- stating that it was instructed to roll out on 18 th Feb, 2022 instead of 21st Feb, 2022 (which was initially agreed) and therefore its team worked double shifts and that there were couple of delays in the creative and other approvals/product delivery/availability of product/technicians etc. It further stated that if it count total days, that would come to around 25 days in total and contended that if it had been 4-5 days it would have happily adjusted and that 25 days of hold was too much for it to adjust.
36. Email dt. 02.03.2022 was sent to defendant by plaintiff wherein plaintiff attached invoices as were required against (i) fabrication charges of 3 Unit, (ii) additional Elements (one time) for 3 units,
(iii) Hold charges due to delay in Fabrication and (iv)Hold charges North Unit. It also requested to let it know when they would get the payment against the invoices.
37. Email dt. 14.03.2022 was sent to defendant by plaintiff wherein plaintiff demanded remaining payment against the fixed amount which was supposed to be done before roll out. It also stressed that it had been around 20 days after the roll out and almost a month since it was chasing for the said payment. It requested for looking into it on priority and also requested for sharing with it PO for the rest of the payment so that it can raise invoice.
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38. Email dated 29.03.2022 at 01:14 PM was sent to defendant by plaintiff updating the defendant regarding status of three units of MUVs. The plaintiff informed the defendant that all three units are back and are stationed at the workshop. It further informed that North unit would start from 1st April, 2022 and would be operational for remaining tenure and West and South unit would start from 1st May, 2022 and would be operational for remaining tenure. It was further intimated that F2F review of North unit would be done every week for 1 month to ensure smooth operations and thereafter all 3 units would be operational on same model. It was further informed that Muses would share permission estimate for North along with 360 degree plan for the campaign with optimised cost for running of campaign.
39. Email dated 29.03.2022 at 1.19 PM was sent by plaintiff wherein it answered all the questions put forth by the defendant in email dated 29.03.2022 at 10.35 AM. The plaintiff answered about the long hold cost of two LCVs which would be in accordance with the agreement. It further shared per day operating cost including all permissions cost. It further answered about coverage area of market and name of towns with list and about date and place of removal of products from long hold LCVs.
40. Email dated 31.03.2022 at 7.12 PM was sent to defendant by CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 20 of 43 plaintiff enquiring about future plan of all three units and informed that units were currently on hold. It further enquired as to which unit was to be put on hold and which was to be put on long hold.
41. Email dt 01.04.2022 at 12:41 PM was sent to defendant by plaintiff wherein it requested the defendant to address on priority the points raised therein. The contents of this email reads as under:
"Hi Abhishek, Addressing this directly to you as need your urgent help here. As discussed in our last meeting, there were some tasks to be completed by yesterday or before. We are still pending to complete them. I request you to go through the below points and address them on priority:
1. Pending Payment, pending from Ozone: 2021-222000, 2021-
22201, 2021-22203 are pending to be paid. These were committed to be paid within the week of our meeting. These are still unpaid.
2. Purchase Order, pending from Ozone: Purchase Order towards the holding cost is pending against invoice 2021-22202 is raised.
3. Further action on all three units, pending from Ozone: In our meeting, we discussed rolling out at least 1 North Vehicle by 1 April, 22, which is not done due to no update. Revised cost plan, location list, and all required details are already shared. All three units are back to base. What action has to be taken here?
4. Revised Cost shared, no response on it: Have shared the revised cost for operation and permissions. There is no response on the same too.
5. Pending Balances of work done as of now: The entire calculation of expenses till 32 March, 22 is already shared. No response from your end too. This is still pending to even be sent for raising PO. A long process is ahead of it. Therefore, it is highly important that we close the costs to pursue this. Request to take quick and urgent action on the above points which is of utter importance for smooth operations".
42. Email dated 01.04.2022 at 05.33 PM was sent by defendant to plaintiff wherein it admitted instructing the plaintiff to put 2 vans CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 21 of 43 on hold and to start 1 van from APRIL 2022. It further informed plaintiff that defendant's technical person would remove its products from 2 vans and dispatch the same to defendant's warehouse. It further requested plaintiff to keep the best van out of three for North area.
43. Email dt. 01.04.2022 at 06:10 PM was sent by plaintiff to defendant wherein it wrote as under:
"Hi Sumit, Before we proceed with the removal of products, please comment on the following:
1. Long Hold: To be on same page, long hold is not applicable from 22nd March. Precisely as we discussed in the meeting, the vehicles were called back (transit cost) after our meeting and put on hold (not long). You were to comment on how long the vehicles were to be put on hold. Also pls note that while removing or re-installing the products (after long hold), if any damages occur to the fabrication, we shall obviously take no responsibility.
2. Pending payments: Status on pending payment against which invoices already raised and expenses occurred against which invoice is pending to be raised.
3. Revised contract: We need to draft, close and sign a revised contract as an addendum to the current contract.
4. Way Ahead: Complete clarity on way ahead, payment terms and how to pursue amongst other pointers".
44. Email dt 04.04.2022 at 06:00PM sent by plaintiff to defendant and it reads as under:
"Dear Ajay Sir, Referring to the conversation today, and as per your instruction, we are going ahead and dismantling all 3 units. We will let you know the pending cost by EOD tomorrow. Request you to CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 22 of 43 acknowledge the mail so that we can pursue the dismantling. Please note- we will not dismantle without your approval."
45. Email dt. 05.04.2022 at 03.01 PM was sent to plaintiff by defendant wherein it wrote as under:
"Dear Ronak, We thank you for your services and time. It is unfortunate that we had to terminate our agreement due to services not upto agreed terms. We are hopeful for an amicable resolution with the pending invoices as we have invested a large amount of money on this project and further involved a lot of time and energy of our team.
As it was discussed, you may dismantle the units with the assurance that the products will be taken care of and there will be no damage on the products. Kindly suggest when can we have the dismantled unit picked up from your premise to avoid any damage on the parts/unit."
46. Email dt. 06.04.2022 at 11:40 AM was sent to defendant by plaintiff and it read as under:-
"Hi Aman Thanks for your patience. We have started the dismantling process. As per your mail, pls be informed that the agreement is NOT IN THE PROCESS OF TERMINATION DUE TO SERVICES NOT UPTO AGREED TERMS BUT BECAUSE YOU WANT TO WITHDRAW. Let me know it there is any confusion on this part of the conversation and I'd be happy to elaborate. As discussed, sharing the calculation sheet. Please refer ti the sheet- fnf for clarification."
47. Email dt. 07.04.2022 at 10:00 was sent to plaintiff by defendant and it read as under:
"Dear Mr. Ahuja Without prejudice to our rights and remedy, we would like to apprise you again that the agreement was terminated due to deficiency in services and furthermore the services not being as per agreed terms. There is a clear breach/violation of terms of CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 23 of 43 agreement including Commercials which were agreed upon. Hope this answers your query. Looking forwards to discussion and closing the issue at the earliest."
48. Email dt. 22.04.2022 at 08:53AM was sent to defendant by plaintiff wherein while referring to discussion parties had the day before, it wrote it was mutually agreed to cancel the invoices and raise them again further down the line during their FNF and requested for acknowledgment.
49. Email dt 22.04.2022 at 10:08 AM was sent to plaintiff by defendant whereby defendant responded to plaintiff's above email dt 22.04.2022 at 08:53 AM by saying "right".
50. Email dt. 25.04.2022 at 03:41 PM was sent to defendant by plaintiff and it reads as under:
"Dear Ajay ji, We are trying to close this asap however, we have still not been able to come to a conclusion yet pending communication from your end. Via this email, I'd like to communicate that we will not be responsible for the products of the vehicle(s) as well as your products for display after 3 calendar days. Further, we will not be responsible for any damages caused and will be at your expense."
51. Email dt 26.04.2022 at 11:58AM was sent to plaintiff by defendant and it reads as under:
"Hi Ronak, Hope you doing well.
As you are aware, we have been trying to settle the issue amicable which works in favour of both the parties. We are hopeful of a positive outcome, however, as we discussed earlier, the products are in your custody and we have invested a large CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 24 of 43 amount on the same. We value your words and assurances that the products are in safe custody. We therefore request you to let us lift the products from your premises to avid any damages on the products as you suggested in trailing email. Thanking for your kind cooperation.
52. Except for email dt. 02.03.2022 from plaintiff to defendant, defendant had not disputed exchange of all the above emails between the plaintiff and defendant. Even email dt. 02.03.2022 is not in dispute as when PW1 was in witness box no question qua this email was asked in an attempt to dispute the same. Ld. Counsel for plaintiff during the course of argument took this court to clauses of the agreement, contents of email and testimonies of the witnesses and pleadings of the parties to convince the court that plaintiff had failed to perform its contractual obligation from inception, that plaintiff did not render real services, that plaintiff breached its material obligations as envisaged under the service agreement, that plaintiff did not provide written notice to the defendant about the progress of the fabrication of the product, that plaintiff raised inflated invoices or made claims which were neither discussed nor approved with defendant and that it sought to levy unnecessary holding charges.
53. This court is of the firm view that contemporaneous emails correspondences exchanged between the parties as came on record and noted above, forms the best evidence of the conduct of the parties and these emails would clinch the issue - Whether the CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 25 of 43 plaintiff duly performed its contractual obligations or whether the defendant lawfully terminated the contract on account of alleged deficiency in services?
54. The earliest email on record is dated 03.02.2022, sent by the plaintiff to the defendant. By this email, the plaintiff sought supply of hardware to be installed in three promotional display vehicles (PDVs), demanded final creative and branding inputs, requested deployment of technical staff for fittings, proposed rollout on 18.02.2022, and sought location and route plans. The plaintiff also cautioned that any delay in approvals or supply would entail hold charges. This email clearly reflects that the plaintiff had mobilized its resources and it corroborates plaintiff's claim that immediately after the agreement it had started fabrication work and was about to complete the execution of the project, subject to timely inputs and approvals from the defendant. In other words, the contents of this email demonstrate that operational preparations for executions of the campaign were underway and that the plaintiff was coordinating logistical requirements with the defendant.
55. Thereafter, vide email dated 24.02.2022, the plaintiff highlighted delays caused due to lack of approvals, late delivery of products, and delayed technical support from the defendant. The plaintiff also claimed that its team had to work extended shifts due to CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 26 of 43 revised rollout instructions and that the accumulated delay had resulted in approximately 25 days of hold, which it could not absorb financially. This correspondence indicates that the plaintiff was actively performing the contract, while delays were attributable largely to the defendant. There is no email from defendant controverting the same.
56. On 02.03.2022, the plaintiff forwarded invoices towards fabrication charges, additional elements, and hold charges, thereby showing that the fabrication and related contractual work had already been executed. This is further reinforced by the plaintiff's email dated 14.03.2022, wherein it demanded the remaining payment against the fixed contractual amount, pointing out that nearly 20 days had elapsed since rollout and that payment obligations had not been met. These communications demonstrate that vehicle were rolled out and that the defendant was in default in making timely payments. Again there is no email from defendant controverting plaintiff's claim that vehicles were rolled out. Further, email dt 14.03.2022 corroborates plaintiff's claim that three PDVs were rolled out each on 25.02.2022, 26.02.2022 and 28.02.2022.
57. On 29.03.2022, the plaintiff updated the defendant regarding the operational status of the three vehicles, informing that all units had CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 27 of 43 returned to the workshop and shared a revised operational plan, including weekly reviews and optimized cost planning. In a further email sent on the same day, the plaintiff responded to the defendant's queries regarding long hold costs, operational expenses, coverage areas, and logistics. These emails reflect ongoing operational management and continuous engagement of the defendant by the plaintiff in execution of the contract. There is no email from defendant controverting the same, hence, contention of the defendant that plaintiff was not complying with day to day executional requirement appears to be an after thought. In any case, aforesaid emails of the plaintiff conclusively proved the PDVs were rolled and were running.
58. Subsequently, through emails dated 31.03.2022 and 01.04.2022, the plaintiff repeatedly sought clarity regarding future operational plans, pending payments, and issuance of purchase orders. In particular, the plaintiff emphasized that despite sharing revised cost plans and pending balance calculations, no instructions or confirmations were forthcoming from the defendant. These repeated follow-ups demonstrate that the plaintiff was eager to continue performance but was constrained by the defendant's indecision and non-responsiveness.
59. In response, vide email dated 01.04.2022 at 05:33 PM, the CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 28 of 43 defendant instructed the plaintiff to place two vans on hold and to operate only one van for the North region from April 2022 onward, while also directing removal of products from the remaining two vans. This email of the defendant completely belies the stand of the defendant in the present case as it reflects the defendant's own acknowledgment regarding the existence of PDVs and operational directions concerning them. Further, this email significantly shows that the defendant itself altered the scope of operations and initiated scaling down of the project, without attributing any fault to the plaintiff.
60. Thereafter, on 04.04.2022, the plaintiff informed the defendant that, as per telephonic instructions, dismantling of all three units was being undertaken and sought confirmation before proceeding. The very reference to dismantling of the units further confirms that PDVs have been fabricated and assembled earlier. Further, this also reflects that dismantling was initiated pursuant to the defendant's instructions and not due to any refusal or inability on the part of the plaintiff to perform or any deficiency in the service of the plaintiff.
61. It is only in the defendant's email dated 05.04.2022 that, for the first time, an allegation of "services not upto agreed terms" was raised, and the agreement was stated to have been terminated on CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 29 of 43 that ground. Notably, no prior email, communication, or notice from the defendant records any dissatisfaction, deficiency, or breach attributable to the plaintiff. The sudden emergence of such allegations, immediately after the plaintiff's persistent demands for payment and operational clarity, casts serious doubt on the genuineness of the defendant's claims.
62. This inference is further strengthened by the plaintiff's immediate rebuttal vide email dated 06.04.2022, wherein it categorically clarified that termination was not due to any deficiency in services but because the defendant wished to withdraw from the project. Despite this, the defendant reiterated its allegation of breach in its email dated 07.04.2022, again without citing any specific instance, deficiency, or contractual violation.
63. In the light of the foregoing discussion, the stand adopted by the defendant does not inspire confidence and appears to be untrustworthy. This becomes more evident upon a careful scrutiny of the written statement, which, though elaborate and strongly worded yet largely remains legally deficient in substance. Its stand is largely founded upon sweeping assertions and generalised conclusions such as "inflated invoices," "no services rendered,"
"substandard services," and "breach of obligations," without the necessary pleadings of material facts. The defendant has failed to CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 30 of 43 specify which particular contractual provisions were breached, which services were allegedly not performed, which invoices were inflated, what exact amounts were unauthorized, which services were substandard, and on which specific dates the alleged defaults occurred. Moreover, these allegations are unsupported by any contemporaneous documentary evidence, particularly any communication complaining of deficiency in services, unsatisfactory performance, or breach of contractual terms by the plaintiff.
64. On the contrary, the sudden shift in stance by the defendant, after a prolonged period of operational engagement and silence regarding any alleged shortcomings, strongly suggests that the defendant had independently decided to disengage itself from the project and thereafter sought to rationalize such withdrawal by attributing fault to the plaintiff and by knowingly taking false stand before the court.
65. Further, the defendant's pleadings disclose inherent contradictions which seriously undermine its credibility. On the one hand, it asserts that no services were rendered, while on the other it alleges that substandard services were rendered. It claims that no fabrication took place, yet contends that the campaign failed due to poor execution. It asserts absence of readiness on the part of the CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 31 of 43 plaintiff, while simultaneously alleging business losses arising from a failed campaign. These mutually destructive positions are logically irreconcilable in the absence of clear and specific factual pleadings, which are conspicuously lacking in the present case.
66. Furthermore, the subsequent communications/emails dated 22.04.2022, 25.04.2022, and 26.04.2022 reveal that both parties were engaged in discussions aimed at amicable settlement, cancellation and re-issuance of invoices, and safe removal of the defendant's products. This conduct is inconsistent with a case of genuine termination for breach or deficiency in service etc. and instead supports the inference that the defendant sought a negotiated exit from the contract.
67. Upon a holistic reading of the entire contemporaneous email correspondence, it clearly emerges that the plaintiff had fabricated the Product Display Vehicles, rolled them out, operationalised them, and subsequently placed them on hold and dismantled them strictly in accordance with the instructions of the defendant. The communications dated 29.03.2022, 31.03.2022, 01.04.2022, and 04.04.2022 demonstrate continuous operational engagement by the plaintiff, repeated follow-ups for clarity regarding future planning, pending payments, and execution modalities, and readiness to proceed with the campaign. The defendant's own email dated CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 32 of 43 01.04.2022 directing that two units be placed on hold and only one unit be operated further negates its plea of non-performance. The dismantling of all three units was also undertaken strictly pursuant to the defendant's express instructions. These contemporaneous communications conclusively establish that the plaintiff had performed its contractual obligations, remained willing and ready to continue performance, and that the operational uncertainty, delays, and eventual discontinuation of the campaign were primarily attributable to the defendant's indecision, failure to provide timely approvals, and persistent defaults in payment. Consequently, the defendant's subsequent allegations of non- performance and deficiency in services are clearly afterthoughts, unsupported by any contemporaneous evidence, and devoid of credibility.
68. The allegation of "deficiency in services" appears to have been introduced only at the stage when the defendant decided to disengage from the project, ostensibly to justify such withdrawal. In the absence of any contemporaneous complaints, notices, or evidence of breach, the defendant's accusation lacks credibility. Consequently, this Court is of the considered view that the defendant did not terminate the contract due to any breach or non- performance on the part of the plaintiff or due to any deficiency in service, but rather withdrew from the contractual arrangement for CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 33 of 43 its own commercial reasons and subsequently attempted to shift blame upon the plaintiff to avoid its financial and contractual liabilities. Defendant is thus guilty of polluting the stream of justice by knowingly taking false defense.
69. The aforesaid material on record and reasoning conclusively establishes that the plaintiff had duly fabricated three vehicles in terms of the agreement between the parties. The said PDVs were rolled out on 25.02.2022, 26.02.2022 and 28.02.2022 respectively, and remained operational until they were recalled on 31.03.2022 at the instance and instructions of the defendant. The established facts further demonstrate that the defendant terminated the agreement prior to the expiry of the lock-in period, which had commenced from the date of roll-out of the said vehicles, and did so without any justifiable cause and in the absence of any default on the part of the plaintiff. In these circumstances, the defendant is liable to pay the plaintiff for the services rendered in accordance with the agreed rates/charges under the terms of the agreement and also compensate the plaintiff for unexpired period of the contract.
70. Plaintiff has claimed following amounts inclusive of GST:-
Sl. No. Head Amount (Rs.)
1. Balance of Fixed cost of Fabrication 2,75,400/-
2. Additional Branding (printing + pasting) Cost due to 10,030/-
damage while fixing product after branding CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 34 of 43
3. Additional Fittings/Magnets 28,320/-
4. Cost of running of vehicles till 31.03.2022 18,03,080/-
5. Hold Day Cost from 01.04.2022 to 05.04.2022 1,43,051/-
6. Additional Exp-Modem and Stand (invoice No. 41,524/-
2021-22201
7. 24 Hold days due to delay in approval product 2,28,882/-
delivery and technicians for fitting and fixtures for 3 units during fabrication @ Rs. 8082/-
8. Hold cost for North Unit after roll out and before 47,683/-
flag off, invoice No. 2021-22203
9. For unexpired lock-in period (120 days x 3 Units= 27,62,650/-
360 days - 116 days till 05.04.2022 in total 244
remaining days
Total 53,40,620/-
71. Perusal of the Service Agreement Ex PW1/2 between the parties shows that parties had agreed that Fixed cost of the fabrication would be Rs. 13,77,000/-, per day operating cost of three vehicles was Rs. 9,769/-, Per day Transit Cost of three vehicles was Rs. 8,849/-, per day holding cost of three vehicles was Rs. 8082/-. The agreement also provides summary of the above as under:-
S. No. Summary - Running Cost for 1 month 6 months Fixed Cost Three (3) Units simultaneously Cost (Rs.) Cost (Rs.) for 3 Units
1. Operating Cost - 26 days/Month 7,61,982/- 45,71,892/-
2. Transit Cost- 2Days/Month 52,094/- 3,18,564/-
3. Hold Cost - 2 Days/Month 48,492/- 2,90,952/-
Total 8,63,568/- 51,81,408/- 13,77,000/-
Spl. Cost for 6 months 50,11,100/- 13,77,000
Total Fixed = Running 63,88,100/-
72. Learned counsel for the plaintiff fairly conceded that the plaintiff did not lead any evidence to prove its claim of extra expenditure of CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 35 of 43 Rs. 10,030/- towards damage while fixing products after branding, Rs. 28,320/- towards additional fittings/magnets, and Rs. 41,524/-
towards modem and stand. He, however, argued that the defendant had issued a Purchase Order for the additional expense relating to the modem and stand and therefore at least that amount should be treated as admitted. This contention, however, is not sustainable. Firstly, the defendant has not admitted the said Purchase Order. Secondly, the plaintiff itself cancelled the invoice bearing No. 2021-22201 raised for this amount. Accordingly, the plaintiff is not entitled to recover these extra expenses and the claims for the aforesaid three amounts are rejected.
73. The plaintiff has successfully proved that it fabricated three PDVs in terms of the Service Agreement Ex. PW1/2. The total agreed amount was Rs. 13,77,000/- plus GST, out of which the defendant paid Rs. 13,49,460/-. The plaintiff is therefore entitled to the balance amount along with GST, which comes to Rs. 2,75,400/- (inclusive of GST).
74. The plaintiff next claims Rs. 18,03,080/- (Rs. 15,28,034/- plus GST) towards the running cost of vehicles till 31.03.2022. However, the plaintiff has not provided any detailed calculation showing how this amount was arrived at. It has already been found that the PDVs were rolled out on 25.02.2022, 26.02.2022 and CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 36 of 43 28.02.2022, and all three vehicles were called back on 31.03.2022 at the instruction of the defendant. Accordingly, the vehicles ran for 35 days, 34 days and 32 days respectively. As per the Service Agreement Ex. PW1/2, the monthly running cost for three vehicles is Rs. 8,63,568/- (plus GST). On this basis, the running cost for one vehicle per day comes to Rs. 9,595.20/-.During February 2022, the vehicles ran for 4 days, 3 days and 1 day respectively, i.e., a total of 8 vehicle-days. The running cost for February therefore comes to 8 × Rs. 9,595.20 = Rs. 76,761.60/-. Thus, the plaintiff is entitled to Rs. 8,63,568/- + Rs. 76,761.60 = Rs. 9,40,329.60/- (plus GST) towards the running cost of the vehicles up to 31.03.2022.
75. The plaintiff next claims Rs. 1,43,051/- (Rs. 1,21,230/- plus GST) towards holding cost from 01.04.2022 to 05.04.2022. It has, however, already been found that all three vehicles were called back on 31.03.2022 and were placed on hold. On the evening of 04.04.2022, the defendant suddenly requested the plaintiff to dismantle all three vehicles. Therefore, the plaintiff is entitled to holding cost for 4 days (01.04.2022 to 04.04.2022) and not for 5 days. The agreed holding cost for all three vehicles is Rs. 8,082/- per day. Accordingly, the holding cost for 4 days comes to 4 × Rs. 8,082/- = Rs. 32,328/-. Thus, the plaintiff is entitled to Rs. 32,328/- plus GST towards holding cost for the period 01.04.2022 to CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 37 of 43 04.04.2022.
76. The plaintiff has further claimed Rs. 2,28,882/- towards holding cost for 24 days due to delay in approval of product delivery and availability of technicians for fittings and fixtures during fabrication of three units, calculated at Rs. 8,082/- per day. The agreement provides that any delay in roll-out of the vehicle post- fabrication, attributable to the defendant, would be treated as hold days and charged accordingly. The plaintiff has relied upon this clause. However, in the opinion of this Court, such charges can be levied only for delay after completion of fabrication and not for delay during fabrication. Although the plaintiff has proved that the vehicles were rolled out on 25.02.2022, 26.02.2022 and 28.02.2022, there is no evidence to show that fabrication had been completed much earlier than the dates of roll-out. Any delay during fabrication cannot be treated as hold days even if attributable to the defendant. Therefore, the plaintiff is not entitled to this claim.
77. The plaintiff has also claimed Rs. 47,683/- (Rs. 40,410/- plus GST) towards cost for the North Unit after roll-out and before flag-off, vide Invoice No. 2021-22203. A perusal of the invoice shows that this amount has been claimed as hold days from 28.02.2022 to 04.03.2022. This claim is not sustainable because the said period CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 38 of 43 has already been covered under the running cost. Moreover, the calculation has been made at the rate applicable for three vehicles. Accordingly, this claim is rejected.
78. The plaintiff has next claimed Rs. 27,62,650/- (Rs. 23,41,229/-
plus GST) towards the unexpired period of the lock-in period. Although the plaintiff did not initially provide a detailed calculation, it was explained during arguments that the lock-in period was 120 days per vehicle. For three vehicles this was calculated as 360 days, out of which 244 days were stated to be unexpired. On this basis, applying the daily operating cost of Rs. 9,595/-, the plaintiff claimed Rs. 23,41,180/- plus GST.
79. This calculation is erroneous. The unexpired period cannot be calculated at the running cost because none of the vehicles were running after 01.04.2022. The vehicles were placed on hold from 01.04.2022 and were directed to be dismantled from 05.04.2022 at the instruction of the defendant. Therefore, the unexpired lock-in period can only be calculated on the basis of hold cost.
80. The first vehicle was rolled out on 25.02.2022 and therefore the lock-in period would have expired on 24.06.2022. The plaintiff has already been held entitled to running and holding cost up to CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 39 of 43 04.04.2022. Accordingly, the unexpired lock-in period runs from 05.04.2022 to 24.06.2022, i.e., 81 days. The agreed holding cost for all three vehicles is Rs. 8,082/- per day. Thus, the holding cost for the unexpired lock-in period is Rs. 8,082/- × 81 days = Rs. 6,54,642/- (plus GST). Therefore, the plaintiff is entitled to Rs. 6,54,642/- plus GST for the unexpired lock-in period and not Rs. 23,41,229/- plus GST as claimed.
81. In view of the above discussion and reasoning, the plaintiff is found entitled to Rs. 2,75,400/- (inclusive of GST) towards balance of fixed cost; Rs. 9,40,329.60/- plus GST towards running cost up to 31.03.2022; Rs. 32,328/- plus GST towards holding cost for the period 01.04.2022 to 04.04.2022; and Rs. 6,54,642/- plus GST towards the unexpired lock-in period.
82. For clarity, the GST component at 18% on the above amounts (where applicable) is calculated as follows:
Sl. No. Headings Principal GST (Rs.) Total
Amt. (Rs.)
1. Running Cost 9,40,329.60 1,69,259.53 11,09,588.93
2. Holding Cost 32,328 5819.04 38,147.04
(01.04.2022 -04.04.2022)
3. Unexpired lock-in period 6,54,642 1,17,835.56 7,72,477.56
(05.04.2022 -24.06.2022)
4. Balance Fixed Cost 2,75,400 --- 2,75,400
Total 21,95,613.53
CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 40 of 43
83. Accordingly, the plaintiff is entitled to a total sum of Rs.
21,95,613.53/- (inclusive of GST).
84. In view of the above discussion and reasoning, Issue No. 1 is decided in favour of the plaintiff and against the defendant. Issue No. 2 is also decided in favour of the plaintiff and against the defendant, to the extent that the plaintiff is held entitled to Rs. 21,95,613.53/- (inclusive of GST).
ISSUE No. 3:- Whether the plaintiff is entitled to interest, as prayed for? OPP
85. Onus to prove this issue is upon the plaintiff. Plaintiff has only claimed grant of pendente-lite and future interest but did not asked to be granted at any particular rate. Plaintiff did not lead any evidence also in this regard. Nevertheless, since the transaction between the parties was commercial in nature, withholding of money results in financial loss to the party entitled to it. Such loss is ordinarily compensated by award of reasonable interest.
86. In Central Bank of India v. Ravindra (2002) 1 SCC 367, the Supreme Court held interest must be reasonable. In the case of Cimmco Limited Versus Pramod Krishna Agrawal 2019 SCC OnLine Del 7289, it is held as follows;
"3..........Hon'ble Supreme Court has now mandated that lower rates of interest be granted and therefore the pre-suit and also the pendente lite and future interest is liable to be reduced by this Court. Reliance is placed upon the CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 41 of 43 judgments in the cases of Rajendra Construction Co. v. Maharashtra Housing & Area Development Authority, (2005) 6 SCC 678, McDermott International Inc. v. Burn Standard Co. Ltd., (2006) 11 SCC 181, Rajasthan State Road Transport Corporation v. Indag Rubber Ltd., (2006) 7 SCC 700, Krishna Bhagya Jala Nigam Ltd. v. G. Harischandra, (2007) 2 SCC 720 & State of Rajasthan v.
Ferro Concrete Construction Pvt. Ltd. (2009) 3 Arb. LR 140 (SC)."
87. In view thereof since it is commercial transaction plaintiff is hereby held entitled to simple interest @ 9% per annum on the aforesaid amount of Rs. 21,95,613.53/- from the date of institution of the present suit i.e. from 18.08.2023 till whole amount is realised. Further, since it was the conduct of the defendant which compelled the plaintiff to initiate legal action against the defendant, therefore, plaintiff is also entitled to the cost of the suit.
88. In view of above discussion and reasoning, issue No.3 is also decided in favour of the plaintiff and against the defendant.
Relief
89. In view of the above findings on all issues, plaintiff's suit is allowed and a decree for recovery of Rs. 21,95,613.53/- (Rupees Twenty One Lacs Ninety Five Thousand Six Hundred thirteen and Fifty Three Paise Only) is hereby passed in favour of the plaintiff and against the defendant, along with simple interest @ 9% p.a. from 18.08.2023 till whole amount is realised and the actual cost of the suit.
CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 42 of 43
90. Decree sheet be prepared accordingly.
91. File be consigned to Record Room after necessary compliance.
HARISH Digitally signed by HARISH KUMAR KUMAR 14:47:59 +0530 Date: 2026.03.16 (Harish Kumar) District Judge (Commercial)-04 Announced in the open court District West, Tis Hazari Courts (Judgment contains 43 pages) Delhi/16.03.2026 CS (COMM) No. 613/2023 M/s Muses Marketing Pvt. Ltd. v. M/s Ozone Overseas Pvt. Ltd. DoJ 16.03.2026 Page No. 43 of 43