Bangalore District Court
M/S Microgenesiscadsoft Pvt Ltd vs M/S Design Cafe on 6 December, 2025
KABC170006962024
IN THE COURT OF LXXXVI ADDL. CITY CIVIL & SESSIONS
JUDGE, (COMMERCIAL COURT) BENGALURU (CCH-87)
Dated this the 6th day of DECEMBER, 2025
Present: SRI JITHENDRANATH C.S., B.A., LL.M.,
LXXXVI ADDL. CITY CIVIL & SESSIONS JUDGE
BENGALURU.
Com.O.S.No.353/2024
BETWEEN:
PLAINTIFF : M/s. MicroGenesisCADSoft Pvt. Ltd.,
A Private Limited Company,
Having its Principle Place of Business
At No.543, 9th Cross,
Sarakki, J.P Nagar-III Phase,
Bangalore 560078.
Represented by its head-Administration
and Corporate Affairs,
Mr.Mitra Peri.
(By Sri.K S Raghuram, advocate)
- AND -
DEFENDANT : M/s. Design Cafe,
(Also known as GSE-Commerce)
A Private Limited Company,
Having its Principal Place of Business,
No. 25, 2nd Floor,
Next to Ramakrishna Hospital,
Above Allen Learning Center,
Jayanagar 1st Block, Bangalore-560011.
Represented by its Directors,
Ms.Gita Ramanan,
Mr.Shejan Mohammad Mobin Bhojani,
2
Com.OS.No.353/2024
Mr.Kanwaljit Singh,
Mr.Rishit Desai,
Ms.Swati Punitraj Mehra,
(By Sri.Y.A.Nagaraj, advocate for )
Date of Institution : 06.03.2024
Nature of the suit : Recovery of money
Date of the commencement : 27.01.2025
of recording of the evidence
Date on which the Judgment : 06.12.2025
was pronounced
Total Duration : Year/s Month/s Day/s
00 09 00
(JITHENDRANATH C.S.)
LXXXVI Addl. City Civil & Sessions Judge,
Bengaluru.
JUDGMENT
The plaintiff filed this suit against the defendant seeking a judgment and decree to direct the defendant to pay an outstanding amount of Rs.8,14,200/- along with interest at the rate of 21% amounting to Rs.2,33,597/- and a total sum of Rs.10,47,797/- (Rupees Ten Lakh Forty Seven Thousand Seven Hundred and Ninety Seven Only). 3
Com.OS.No.353/2024 The brief facts of the plaintiff's case are as follows:-
2. The Plaintiff company was a Platinum Partner of M/s.Autodesk and authorized reseller/dealer of the Autodesk products throughout the country was engaged in the business of licensing Autodesk software products to corporate & private entities. The defendant company was in the field of architecture & house design had entered in to a legally binding agreement with the plaintiff for the purchase of Autodesk products of 3DS Max 2021 Commercial New Single-User ELD Annual Subscription Sl.No.570-80795985 of 12 numbers and accordingly had placed purchase orders with the plaintiff. Upon considering the request of the defendant company the plaintiff company had duly serviced the purchase orders by raising tax invoice No. KA/0949/2020-21 on 30.11.2020 for a sum of Rs.8,14,200/-. It was agreed between the parties that the payment should be made within 60 days from the date of delivery failing which the delayed payments would be charged at the rate of 21% p.a. After entering into the binding agreement the plaintiff company had delivered the software to the defendant company by issuing the License Certificate and 4 Com.OS.No.353/2024 Subscription ID Nos.5150905626 & 570-80795985 on 28.11.2020, thereby enabled the defendant company to obtain access of Autodesk's tools. After obtaining the software access the defendant company had failed to adhere to the terms & conditions as agreed and neglected in clearing the outstanding amount payable to the plaintiff company.
Inspite of several demands and requests made by the plaintiff company the defendant company did not come forward to clear the outstanding dues. The plaintiff had issued legal notice dated 12.05.2022 calling upon the defendant to pay the dues along with interest for that the defendant neither replied nor complied. Hence the plaintiff company had filed this suit against the defendant company to recover the total sum of Rs.10,47,797/-.
3. On service of the suit summons the defendant appeared and filed written statement by denying the plaint averments. They contended that the suit is not maintainable in law, since the software Autodesk was never used by the defendant in any manner, the defendant was comfortable using its own software and therefore, the existence of contract would not arise between the parties and hence no 5 Com.OS.No.353/2024 cause of action arose to the plaintiff. The defendant company denied the legally binding agreement with the plaintiff for the purchase of the product. Defendant admitted that it had issued a purchase order dated 25.11.2020 but contended that, plaintiff never had serviced the defendant's purchase orders under Tax Invoice No.KA/0949/2020-21 dated 30.11.2020 for a sum of Rs.8,14,200/-. The defendant company also denied the issuance of the License Certificate/ Subscription keys supplied by the plaintiff company. The defendant company denied the allegation of total outstanding amount due by the defendant, sale agreement with respect of interest and legal notice issued by the plaintiff company and hence requested the court to dismiss the suit with exemplary costs.
4. On the basis of the above pleadings, this court has framed the following issues:
ISSUES Whether the plaintiff proves that, the defendant had
1. entered into an agreement with the plaintiff for purchase of the product described in paragraph No.3(b) of the plaint?6
Com.OS.No.353/2024 Whether the plaintiff proves that, upon the purchase
2. order bearing No.OI 377-20-21 dated 25.11.2020 the plaintiff supplied the said product to the defendant and raised tax invoice dated 30.11.2020 for a sum of Rs.8,14,200/-?
Whether the plaintiff proves that, the defendant has
3. not paid the sale consideration within 31.01.2021 as agreed by the defendant?
4. Whether the suit is barred by limitation?
5. Whether the plaintiff entitled for the reliefs sought for?
6. What order or decree?
5. Sri Mithra Peri, the employee of the plaintiff company examined as PW.1 and marked Ex.P.1 to P.16 documents. On behalf of the defendant Sri Amar Krishnamurthy, the Senior Vice-President of the defendant company examined as DW.1 and marked Ex.D.1 to D.3.
6. The court has heard the arguments of the learned counsel for the defendant. Learned counsel for the plaintiff has submitted written arguments. Perused the materials placed on record.
7. The findings of the court on the above issues are as under:
7
Com.OS.No.353/2024 Issue No.1 : In the negative, Issue No.2 : In the affirmative, Issue No.3 : In the affirmative, Issue No.4 : In the negative, Issue No.5 : In the affirmative, Issue No.6 : As per final order for the following:
REASONS Evidence before the court:
8. In his chief evidence affidavit PW.1, Sri Mithra Peri, the employee of the plaintiff company reiterated the plaint averments. Ex.P.1 is the Certified copy of board resolution. Ex.P.2 is the Special Power of Attorney. Ex.P.3 is the Copy of Purchase Order indicates that on 25.11.2020 the defendant placed a purchase order for supply of 12 Nos. of 3Ds Max 2021 Commercial New Single-user ELD Annual Subscription. Ex.P.4 is the copy of tax invoice for supply of 12 Nos. of 3Ds Max 2021 Commercial New Single-user ELD Annual Subscription for a sum of Rs.8,14,200/- inclusive of tax. Ex.P.5 is the TDS declaration dated 30.11.2020 addressed to the defendant. Ex.P.6 is License Certificate dated 28.11.2020. Ex.P.7 is the Summary of License, Ex.P.8 is the audit confirmation letter dated 11.11.2021 addressed by the defendant to the plaintiff. Ex.P.9 is the legal notice, Ex.P.10 & 8 Com.OS.No.353/2024 Ex.P.11 are the Postal Acknowledgment and receipt, Ex.P.12 is the e-mail communications. Ex.P.13 is the Certificate u/Sec.65B of the Indian Evidence Act, Ex.P.14 is the e-mail sent by plaintiff to the defendant Amar Krishna Murthy. Ex.P.15 & Ex.P.15(a) are the Auto-desk manual to install software. Ex.P.16 is the Certificate under Section 63 of BSA.
9. In his evidence affidavit Sri Amar Krishnamurthy, the Senior Vice President of the defendant company deposed on par with the written statement. Ex.D.1 is the Copy of the e- mail dated 12.10.2021 & 13.10.2021, Ex.D.2 is the Certificate under Section 65(B) of Evidence Act, 1872, Ex.D.3 is the Authorization letter.
Appreciation and Findings on Issues No.1 to 3:
10. The plaintiff pleaded that defendant had entered into an agreement with the plaintiff for purchase of the software products. As per Section 94 of BSA, if the terms of contract reduced in to writing, such contract shall be proved by producing the written contract itself; no amount of oral evidence is significant. In the present case the plaintiff has not produced the written contract to the perusal of the court. 9
Com.OS.No.353/2024 Therefore, it can be conveniently conclude that the plaintiff has failed to prove this issue. The present suit is for recovery of the price of goods (software product) based on the purchase order and invoice. Offer, acceptance and valid consideration constitute a contract, there is no need to prove the written clauses of the contract in so far as to prove the sale of goods is concerned. In the present case, proof of the alleged written contract is not a sine qua non.
11. Issues No.2 & 3 are interconnected and overlapping on each other, therefore, in order to avoid repetition, these two issues have been taken-up for common discussion. It is not in dispute that the defendant is the customer of the plaintiff and on many occasions the defendant purchased the products from the plaintiff. It is also not in dispute that the plaintiff had placed the purchase order dated 25.11.2020 as per Ex.P.3 to supply 12 numbers of products. The version of the plaintiff is that having accepted the purchase order, the plaintiff has supplied the products and raised Ex.P.4 invoices, but the defendant has not made payment. The version of the defendant is that the plaintiff has not supplied the product and therefore, the question of making the 10 Com.OS.No.353/2024 payment does not arise. Though the burden is upon the Dominant litis - plaintiff to prove his case, the parties to the suit have adduced their respective evidences in support of their respective assertions and therefore, the court has to weigh the evidences of the parties to infer whose version is more probable. Under this background, let the court appreciate the oral and documentary evidences placed before the court. In his cross-examination PW.1 stated as follows:
On receipt of the purchase order we initiated the process with Autodesk. The Autodesk inturn delivered the product to the defendant through e-mail ID [email protected]. We have confirmed that the defendant has received the product sent through e-mail. I have gone through the documents produced by the plaintiff. But in this case, the plaintiff has not produced the proof of delivery of the product to the defendant. On 28.11.2020, we delivered the product to the defendant. The plaintiff has not produced any acknowledgment given by the defendant having receipt of the product.11
Com.OS.No.353/2024
12. The court has carefully gone through the documents relied upon by the plaintiff. The plaintiff, being the authorized dealer of Autodesk products, having accepted the purchase order, requested the Autodesk to deliver the product directly to the defendant. According to the plaintiff, on 28.11.2020, Autodesk has delivered the product to the defendant. Since the product was a software with a key, the same was said to have delivered through e-mail. The plaintiff could have produce the relevant digital evidence to show that Autodesk has delivered the product and key through e-mail. Ex.P.5 is the TDS declaration made by the plaintiff and addressed to the defendant. The mode of service of Ex.P.5 is not disclosed. Ex.P.6 is the Autodesk License Certificate and Ex.P.7 is the Autodesk contract summary. The plaintiff has not proved that Ex.P.6 and Ex.P.7 have been delivered to the defendant. On 29.01.2021 the plaintiff issued an e-mail, as per its Ex.P.12, requesting the defendant to make payment, for which the defendant issued a reply dated 17.02.2021 stating that invoices have been accounted and will process the payment soon. On 03.03.2021 the defendant issued another e-mail stating that this invoice will get processed by 12 Com.OS.No.353/2024 15th of this month. On 16.04.2021 the defendant addressed an e-mail to a plaintiff as follows:
Dear Akash/Shilpa, As discussed with you on the phone Akash. I am afraid this mail has gone to my spam folder for some reason. So, these licenses have not been used. We have not even started using these licenses and are continuing to use online 3D Max license on a subscription basis. Please issue a fresh license starting April 30th, 2021, and you will pay for the licenses following the issue.
Amar.
13. This e-mail indicates that the product sent to the defendant went into spam folder. As could be seen from Ex.P.14, on 16th April, the plaintiff issued an e-mail as follows:
You requested to issue fresh licenses with validity starting from April. But we have clarified to you that it is not possible and it is true, once the licenses are activated and traded by Autodesk, we have no control over the licenses. Later, you have blamed us saying giving a license certificate is not enough and no proper instruction to install. Mr.Amar, we have already sold close to 200 licenses to you in past.(similar type of license). Here, you are an existing user of Autodesk 13 Com.OS.No.353/2024 products for a very long time, all we did is supported with your additional new requirement. Having said that, there is no mandate document for installation neither from Autodesk nor from Microgenesis as it is a commercial product and a person who knows only buys this.
14. Thus, it is clear that the product sent by the Autodesk, to the defendant went to the spam and the request of the defendant to resend the same has been denied by the plaintiff. Ex.P.7 was confronted to DW.1 and he admitted the said document. As per the Autodesk contract summary, the defendant started using the product from 28.11.2020. The status was 'ACTIVE' and the end date was 27.11.2021. The defendant had applied for 12 products. In the cross- examination DW.1 stated that they have not placed any material before the court to show that post 2019, they have purchased the software from the plaintiff company through online. On meaningfully reading of the evidence as a whole it is clear that the defendant had placed purchase order with the plaintiff, the plaintiff being the authorized dealer of Autodesk had requested the Autodesk to supply the products directly to the defendant. In the written statement and in the 14 Com.OS.No.353/2024 chief examination affidavit, the defendant contended that no such product was ever delivered but the e-mail addressed by the defendant to the plaintiff dated 16.04.2021 (part of Ex.P.12) indicates that the product sent to the defendant admittedly went to the spam folder of the defendant. As per Section 33 of the Sale of Goods Act, delivery of goods sold may be made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorized to hold them on his behalf. There is a sufficient material on record to hold that on many occasions, the plaintiff has supplied the products to a defendant and the defendant has successfully utilized the same. With respect to the present transaction, the Autodesk has sent the product (12 in numbers) to the defendant through online and admittedly for the reasons not disclosed by the defendant, the product went to the spam. However, by the virtue of Section 33 of the Sale of Goods Act, it can conveniently inferred that the product was validly delivered to the defendant. Once the product is delivered and key was handed over, it is for the defendant to install the said product. As per the instructions 15 Com.OS.No.353/2024 given by the Autodesk marked as Ex.P.15, once the product is delivered, the assistance of the plaintiff or Autodesk is not necessary to complete the installation process. Therefore, the defendant cannot blame the plaintiff that the plaintiff has not installed the products in the computers of the defendant. In fact, the defendant has not blamed the plaintiff for non- installation; it was the request of the defendant to resend the product once again. The plaintiff, being the authorized dealer of Autodesk, was required to adhere to the dealership clauses. It was not under the hands of plaintiff to resend the product once again. Since the plaintiff has satisfactorily proved that the product has been delivered to the defendant, the defendant is liable to pay the price of the product. It is to be noted that on receipt of demand for payment one Mr.Madhusudhan on behalf of the defendant agreed to make the payment. Yet another circumstance is that the defendant was in need of the product of the plaintiff and therefore, placed the purchase order for supply of product in 12 numbers. If the plaintiff did not supply the product, the defendant might have insisting the plaintiff to supply the same. It is not the case of defendant that he has acquired 16 Com.OS.No.353/2024 the same product from different source/dealer. Considering all these facts and circumstances, the version of the plaintiff is more probable one and the defense of the defendant is here to rejected.
Re.Issue No.4:-
15. In the purchase orders (Ex.P.3) the defendant agreed to make the payment within 60 days against the invoice and it has also fixed the date of delivery on 27.11.2020. The invoice was raised on 25.11.2020. Within 24.01.2021 the defendant was required to make the payment against the invoice. As per Article 15 of the Limitation Act, for the price of goods sold and delivered to be paid for after the expiry of fixed period of credit, the limitation is three years from the time when the period of credit expires. In the present case the period of credit was sixty days from the date of invoice and therefore, the defendant was liable to pay the price of the product within 24.01.2021. The time spent in the PIM shall be excluded. The plaintiff instituted pre-institution mediation proceedings on 08.11.2023. Thus, the suit is well within the period of limitation.17
Com.OS.No.353/2024 Re.Issue No.5:
16. In so far as interest is concerned the plaintiff has sought for interest at the rate of 21% p.a. The transaction between the parties is commercial in nature. Therefore, granting interest at the rate of 18% is appears to be fair and proper.
Issue No.6:
17. In view of the findings on aforesaid issues, the court proceed to pass the following:-
ORDER The suit is hereby decreed with costs.
The defendant do pay a sum of Rs.10,47,797/- (Rupees Ten Lakh Forty Seven Thousand Seven Hundred and Ninety Seven Only) along with interest at the rate of 18% p.a. from the date of suit till the date of realization.
Draw decree accordingly.
The office is hereby directed to send a soft copy of this judgment to the parties to the proceedings to their respective e-mail IDs as 18 Com.OS.No.353/2024 required under Order XX Rule 1 of CPC and as amended under section 16 of the Commercial Courts Act, 2015.
[Dictated to the stenographer, transcribed by her, corrected and signed by me then pronounced in the Open Court, on this the 6th day of December, 2025] (JITHENDRANATH C.S.) LXXXVI Addl. City Civil & Sessions Judge, Bengaluru.
ANNEXURE List of witnesses examined on behalf of the plaintiff:
PW-1 Mithra Peri List of documents marked on behalf of the plaintiff: Ex.P.1 Certified copy of board resolution.
Ex.P.2 Special Power of Attorney. Ex.P.3 Copy of purchase order. Ex.P.4 Copy of tax invoice. Ex.P.5 TDS declaration. Ex.P.6 License certificate. Ex.P.7 Summary of License. Ex.P.8 Audit confirmation letter. Ex.P.9 Legal notice. Ex.P.10 & Postal Acknowledgment and receipt. Ex.P.11 Ex.P.12 E-mail communications. Ex.P.13 Certificate u/Sec.65B of the Indian Evidence Act. Ex.P.14 Email sent by me to the defendant Amar Krishna Murthy Ex.P.15 & Auto-desk manual to install software Ex.P.15(a) Ex.P.16 Certificate under Section 63 of BSA 19 Com.OS.No.353/2024
List of witnesses examined on behalf of the defendants:
DW.1 Amar Krishnamurthy List of documents marked on behalf of the defendants:
Ex.D.1 Copy of the e-mail dated 12.10.2021 &
13.10.2021
Ex.D.2 Certificate under Section 65(B) of Evidence Act,
1872
Ex.D.3 Authorization letter
(JITHENDRANATH C.S.)
LXXXVI Addl. City Civil & Sessions Judge, Bengaluru.