Bangalore District Court
Futurestep Recruitment Services Pvt ... vs Youkraft Solutions Pvt Ltd on 19 April, 2025
Com.OS.No.392/2024
KABC170007862024
IN THE COURT OF LXXXV ADDL. CITY CIVIL & SESSIONS
JUDGE, AT BENGALURU (CCH-86) (Commercial Court)
THIS THE 19th DAY OF APRIL 2025
PRESENT:
SRI.ARJUN. S. MALLUR. B.A.L.LL.B.,
LXXXV ADDL. CITY CIVIL & SESSIONS JUDGE,
BENGALURU.
Com.OS.No.392/2024
BETWEEN:
Futurestep Recruitment Services Pvt Ltd,
A Company incorporated under
The Companies Act, 1956,
Having its registered Office At,
TCG Financial Centre, 5th floor,
C53, G Block , Bandra Kurla Complex ,
Bandra (East) , Mumbai-400051
Rep. By Its Authorized Representative
Ms. Caroline Reena
: PLAINTIFF
(Represented By Smt. Amrutha Varshini M. C, Advocate.)
AND
Home Alankar Retail Network Pvt.Ltd.,
A company incorporated under,
1
Com.OS.No.392/2024
The Companies Act, 2013,
Registered Office:
56, New Timberyard,Layout,
Mysore Road, Bengaluru,
Karnataka -560026
: DEFENDANT
(Represented By Sri. S. Lakshminarayana Reddy, Advocate)
Date of Institution of the suit 13.03.2024
Nature of the suit (suit on
pronote, suit for declaration & Money Suit
Possession, Suit for injunction
etc.)
Date of commencement of 20.11.2024
recording of evidence
Date on which judgment was 19.04.2025
pronounced
Total Duration Year/s Month/s Day/s
01 01 06
(ARJUN. S. MALLUR)
LXXXV Addl.City Civil & Sessions Judge,
Bengaluru.
JUDGMENT
Suit for recovery of a sum of a Rs.37,35,585/- (Rupees Thirty Seven Lakhs Thirty Five Thousand Five Hundred and Eighty Five Only) with interest of 2 Com.OS.No.392/2024 Rs.6,38,964/- with future interest at 12% p.a. from date of suit till realization.
2. The case of the plaintiffs in brief is as under:-
The plaintiff is a global industrial leader providing consultancy services in the nature of advising entities on hiring individuals, talent acquisition solutions, human resource and personnel management, offering customized, flexible strategies to meet specific recruitment needs, project recruitment needs and individual professional search and consulting. The defendant had hired the services of the plaintiff for the purpose of recruiting and a talent acquisition, letter of engagement-professional search dated 01.09.2022 (hereinafter referred as Agreement dated 01.09.2022) came to be executed between them. As per the terms of the said agreement the plaintiff was to be paid consideration amounting to 1/3rd of the total first year compensation of the positions sought to be filled. It was also agreed between the parties that the minimum retainer fee under the clause captioned as fees and expenses of the agreement was non-refundable, non- contingent and calculated based on the assignments as 3 Com.OS.No.392/2024 per compensation slabs provided in the agreement. The fixed professional fee was payable in three instalments. The first instalment at 34% due and payable upon acceptance of the agreement, second instalment of 33% due and payable upon 30 days from the date of acceptance of the agreement and the third instalment of 33% due and payable upon 60 days after the date of acceptance of the agreement. Further the clauses of the agreement also provided that irrespective of whether or not the positions were filled in by the plaintiff in the defendant company, the minimum retainer fee or the fixed professional fee to conduct the assignment was still payable by the defendant to the plaintiff as per t he payment schedule. In addition to it the plaintiff was also entitled for administrative fee calculated at 5% of the fixed professional fee and together with service charges and applicable tax.
As per the emails received from the defendant dated 06.09.2022 the plaintiff began search for three roles failing in the compensation slab of Rs.50 to 80 lakhs thereby attracting minimum retainer fee of Rs.15 lakhs.
The said roles were (i) Category Head-Appliances, (ii) Category Head- Furniture and (iii) B2B Sales Head. The 4 Com.OS.No.392/2024 plaintiff was providing required services to the defendant to its satisfaction without any protest. The services that were provided to defendant have been enumerated para 12(a) to (z) which is described as under:
a. The Plaintiff has actively performed the tasks of understanding the Defendant's organization, developing position specifications, identifying qualified candidates, interviewing candidates to ascertain strengths, conducted reference checks on potential candidates and presented qualified candidates to the defendant. b. Vide email dated 06.09.2022, the Defendant sent its brochure and role details, which were circulated internally vide email dated 07.09.2022, in preparation for the kick off call between the parties.
c. Following the kick off call that was scheduled for 08.09.2022, the Plaintiff sent an email to the Defendant highlighting what the minutes of the call were. It was decided that the Plaintiff would put up the Job Description for Category Head role in its PowerPoint format and would then share it with the Defendant. It was also decided that the Defendant would provide a brief write up on the B2B Sales Head role. It was decided that the Plaintiff would submit profile benchmarking for the 3 roles with 5 Com.OS.No.392/2024 the Defendant in the following week and a review call would be setup post that to discuss the benchmark profiles. It was also decided that the Plaintiff would expand its search based on the feedback on the benchmark profiles and share progress reports with shortlisted candidates for the 3 roles in about 10 days.
The B2B sales head Job Description was provided the vide email dated 12.09.2022.
d. Vide emails dated 09.09.2022 & 10.09.2022, correspondence was exchanged between the parties regarding the position specifications for the Category Head role.
e. Vide email dated 12.09.2022, the Defendant disclosed that the budget for the Category Head role and Sales Head role was 60-80 LPA.
f. Vide emails dated 14.09.2022 & 15.09.2022, the Defendant requested that a specific candidate be approached for the Furniture Head role. It was also pointed out that as per the Defendant's information, the said candidate was not interested in being hired by the Defendant. It was also requested that additional interviews be setup with potential candidates recommended by the Defendant. Benchmark profiles were 6 Com.OS.No.392/2024 also provided by the Plaintiff for Category Head roles. g. Vide emails on 15.09.2022, benchmark profiles for B2B Sales Head role were exchanged and potential candidates were identified to interview for the B2B Sales Head role. h. Vide email dated 19.09.2022 the Plaintiff, informed the Defendant that it would expand its search basis feedback provided.
i. Vide email dated 19.09.2022 & 20.09.2022, the the Plaintiff sent position specifications to Defendant for the B2B Sales Head role which were approved by the latter. j. Vide emails dated 26.09.2022, 27.09.2022, 28.09.2022 & 29.09.2022 the Plaintiff recommended profiles and provided time slots for the Defendant to interview potential candidates for the Category Head - Appliances role.
k. Vide emails dated 27.09.2022, 28.09.2022, the Plaintiff provided progress reports for Category Head - Appliances & Category Head- B2B Sales Head. It was stated that additional interviews would be setup with the Defendant's team. Further, a profile was recommended for further interactions. A review call was also suggested. l. Vide email dated 29.09.2022, the Plaintiff provided the Defendant with specifications prepared for the defendant 7 Com.OS.No.392/2024 as per their requirements for approval and review. m. Vide email dated 29.09.2022, emails were received from the Defendant requesting timeslots be set up for interviews with potential clients.
n. Vide email dated 29.09.2022, a zoom link was circulated by the Plaintiff for the Defendant to Category Head interview a candidate for the Appliances role. o. Vide email dated 30.09.2022, a virtual meeting schedule was proposed by the Plaintiff to the Defendant. p. Vide email dated 30.09.2022, a zoom link was circulated by the Plaintiff for the Defendant to interview a candidate for the Category Head-Appliances. q. Vide emails dated 07.10.2022, the Plaintiff recommended candidates for the Defendant to interview for the Category Head- Furniture role. r. Vide email dated 07. 10.2022, the Plaintiff circulated a zoom link for an interview with a potential candidate with the Defendant.
s. On 08. 10.2022, a zoom meeting link was sent by the Plaintiff to the Defendant to interview a candidate for the role of Category Head-Appliances.
t. Vide email dated 10.10.2022, feedback was received from the Defendant regarding candidates proposed.
8Com.OS.No.392/2024 u. Vide emails dated 13.10.2022, the Plaintiff recommended candidates and provided the Defendant with slots for interviews with potential candidates for the B2B Sales Head role and Furniture and Appliances Head role.
v. Vide email dated 14.10.2022, the Plaintiff provided an interview schedule for interviews with potential candidates for all three roles narrowed in on by them. w. Vide email dated 14.10.2022, a zoom link was circulated by the Plaintiff for the Defendant to interview a candidate for the Category Head- Appliances role. x. On 11.10.2022 & 15.10.2022, a zoom meeting link was sent by the Plaintiff to the Defendant to interview a candidate for the Category Head-Appliances role. y. On 18.10.2022, a zoom link was sent by the Plaintiff for the Defendant to interview a candidate the role of Category Head- Furniture.
z. Vide emnail dated 06.03.2023, internal emails were exchanged by the Plaintiff wherein an updated snapshot of potential candidates for the Defendant to consider was circulated.
Upon providing of the services the plaintiff raised invoices in accordance with the payment terms. The 9 Com.OS.No.392/2024 plaintiff in para 13 of the plaint has raised the following invoices.
Sl.No. Position Invoice No Date Amount
1. Category 3991500294 14.09.2022 6,31,890/-
Head- 3991500302 20.10.2022 6,13,305/- Furniture
2. Category 3991500293 14.09.2022 6,31,890/-
Head- 3991500304 20.10.2022 6,13,305/- Appliance
3. B2B Sales 3991500292 14.09.2022 6,31,890/-
Head 3991500303 20.10.2022 6,13,305/-
37,35,585/
TOTAL -
It is submitted that the defendant never raised any protest, dispute or grievance with respect to the services provided by the plaintiff or the invoices raised. The defendant has also acknowledged its liability to make the aforesaid payments through its various correspondences and emails. With respect to the amount of Rs.37,35,585/- the defendant failed to pay any amount inspite of repeated reminders. The plaintiff vide email dated 16.11.2022 called upon the defendant to clear the outstanding amount to which there was no reply. On the other hand the defendant through email dated 16.11.2022 called upon the plaintiff to put the search on 10 Com.OS.No.392/2024 hold and therefore the plaintiff stopped all further services. As on the date the admitted principal amount of Rs.37,35,585/- became due and the plaintiff issued a legal notice dated 03.04.2023 calling upon the defendant to clear the said amount. The defendant through email dated 12.04.2023 sent a reply to the said notice requesting 10 days as they were required to take the instructions. A similar mail came to be sent on 21.04.2023 but no payment was made. The plaintiff vide email dated 12.05.2023 and 05.07.2023 requested the defendant to either reply to the legal notice or make the payment for which after much delay the defendant sent a reply on 07.08.2023 falsely alleging deficiency in the services rendered by the plaintiff only to avoid payments under the invoices. It is submitted that from the date of invoice till 05.03.2024 interest is calculated at 12% p.a. and at that rate the defendant is liable to pay interest upon all the invoices totally a sum of Rs.6,38,964/-. The plaintiff initiated PIM proceedings in which the defendant appeared but refused to participate in the mediation proceedings and the PIM proceedings were closed as a non-starter. Hence the suit.
11Com.OS.No.392/2024
3. The defendant has filed written statement contending that the plaintiff has filed the suit by suppressing all material facts and have utterly failed to fulfill their obligations as envisaged in the agreement dated 01.09.2022. It is submitted that as the plaintiff has not performed its obligations and failed to provide the services the plaintiff is not entitled for any amount much less the suit claim. It is submitted that at the time of negotiation the plaintiff had misrepresented that it has the expertise to hire quality candidates towards the requirement of the defendant and promised that they will identify qualified candidates for the defendant but miserably failed to refer appropriate candidates to the defendant company and thereby committed blatant breach of the agreement. It is submitted that the terms of the agreement as described in para 7 of the plaint are not applicable since the plaintiff failed to refer appropriate candidates to the defendant as stipulated under the agreement. It is submitted that the plaintiff at no point of time had made any request for release of the amount as the plaintiff were fully aware that they were not entitled for any compensation or fixed retainer fee as they had failed to perform its services in the manner provided 12 Com.OS.No.392/2024 under the agreement. It is further submitted that the plaintiff has utterly failed in providing suitable profiles for the roles in the defendant organization as required under the agreement dated 01.09.2022. It is submitted that plaintiff was solely responsible under the agreement to provide identification, screening and hiring of multiple candidates that would fit into the role of defendant organization. It is submitted that as per clauses 3 to 5 of the agreement the plaintiff was alone responsible for identifying qualified candidates further interview the said candidates and obtain a realistic assessment of their accomplishments, capabilities to find out whether they are suitable for the roles in the defendant organization. However the plaintiff has not followed any of these requirements and have utterly failed to perform their part of the obligations.
It is further submitted that on failure of plaintiff in providing requisite services as stated in the contract the defendant was unable to confirm selection of any of the candidates who did not fit the roles. As a result of deficient services provided by the plaintiff the key positions in the defendant company was left vacant which impacted the overall business and affect the sales of the 13 Com.OS.No.392/2024 defendant. It is submitted that the payment of the amounts to the plaintiff would arise only had the plaintiff provided the service as promised. The plaintiff having not rendered the services to meet the expectations in respect of the eligibility criteria put forth by the defendant, the plaintiff would not be entitled for any amount much less the suit claim. It is submitted that the plaintiff without providing its services in a satisfactory manner is claiming huge amounts despite being aware that he is not entitled to such amounts. As no service has been rendered by the plaintiff being pre ascertained administrative fee at 5% of the minimum retainer fee does not arise at all. It is submitted that the services of the plaintiff were not in line with the expectations of the defendant nor the candidates appeared to be fit for the requirement of the defendant. The plaintiff was simply pushing candidates for the sake of creating an impression and was far from any bonafide attempt to fill the roles with right candidates. It is submitted that the plaintiff has committed fraud and misrepresentation on the defendant under the terms of the agreement. The plaintiff on one hand alleges non adherence on part of the defendant and on the other hand shows its own glaring non performance. The invoices 14 Com.OS.No.392/2024 raised by the plaintiff are without providing any services to the defendant as per the terms of the agreement and therefore no liability is casted upon the defendant to pay the amounts claimed under the invoices together with interest. The defendant further submits that to the legal notice of the plaintiff a suitable reply has been sent on 07.08.2023. It is also contended that the plaintiff has committed fraud under Sec.17 of the Contract Act as the plaintiff had no intention to perform its obligations under the agreement and only to unjustly enrich itself the plaintiff has raised the invoices which is illegal and improper. It is submitted that the attempt on part of the plaintiff to enforce the agreement on illegal terms renders the very object and consideration unlawful as per Sec.23 of the Indian Contract Act. On these grounds the defendant seek for dismissing the suit with costs.
4. The plaintiff has filed a rejoinder to the written statement wherein a categorical denial has been made about the allegations made in the written statement and further has referred to various emails pertaining to plaintiff having referred suitable candidates to the defendant and further it is contended that irrespective of 15 Com.OS.No.392/2024 whether is candidates is recruited or not the defendant was duty bound to pay the fixed retainer fee as per the terms of the agreement and that the agreement did not require that payment would be made only when the candidates referred by the plaintiff are appointed by the defendant.
5. On the basis of the above pleadings the following issues have been framed:
ISSUES
1) Whether the plaintiff proves that defendant is liable to pay a sum of Rs.37,35,585/- together with interest of Rs.6,38,964/- @ 12% per annum from 05.03.2024 under the invoices raised with respect to the services provided to the defendant under the agreement dated 01.09.2022?
2) Whether the defendant proves that the plaintiff is not entitle for any amount much less the suit claim on account of misrepresentation and fraud and blatant breach of the terms of the agreement by the plaintiff?
16Com.OS.No.392/2024
3) Whether the plaintiff is entitled for the suit claim as prayed?
4) What order or decree?
6. The authorized representative of the plaintiff examined himself as P.W.1 and has got marked documents at Ex.P-1 to Ex.P-58. The Managing Consultant of the plaintiff Company Carolin Reena has been examined as P.W.2 and has got marked document at Ex.P.59. The authorized signatory of the defendant examined himself as D.W.1 and got marked documents at D.1 to D.16.
7. Heard the learned counsel appearing for the plaintiff and the defendant. Both counsels have also submitted written submissions. Perused the entire material on record.
8. My answer to the above issues are as under:-
Issue No.1 : In the Affirmative.
Issue No.2 : In the Negative.
Issue No.3 : In the Affirmative.
Issue No.4 : As per final order for the following.17
Com.OS.No.392/2024 REASONS
9. ISSUE Nos.1 and 2: To avoid repetitions of facts and evidence these issues are taken up together for answering. The plaintiff and defendant entering into the talent acquisition search agreement dated 01.09.2022 is not in dispute. According to the plaintiff as per the services provided by it inspite of whether there is recruitment of the candidates by the defendant or not the defendant is bound to pay the amounts claimed under the invoices described in para 13 of the plaint totaling to a sum of Rs.37,35,585/- together with interest at Rs.6,38,964/. Per contra the defendant contends that the plaintiff played fraud and misrepresentation while entering into the agreement and has miserably failed in providing suitable candidates appropriate for the roles in the defendant organization and has committed deficiency in service and therefore no liability accrues upon the defendant to pay the amounts claimed under the invoices. The defendant does not dispute the invoices raised by the plaintiff but on the other hand specifically contends that on account of deficiency in services no liability exists upon the defendant to make payments under the invoices.
18Com.OS.No.392/2024
10. To support the plaint averments the authorized representative of the plaintiff Fazal Anwar Mogal who is also the signatory for the agreement has filed his affidavit reiterating the averments made in the plaint. He has got marked documents at Ex.P.1 to P.58. Ex.P.1 is the Board resolution dated 23.09.2024. Ex.P.2 is the Printout of Talent acquisition letter dated 01.09.2022. Ex.P.3 to 5 are the Printouts of 3 invoices dated 14.09.2022. Ex.P.6 to 8 are the Printouts of 3 invoices dated 20.10.2022. Ex.P.9 is the Master data of the plaintiff. Ex.P.10 is the Master date of the defendant. Ex.P.11 is the Email correspondence dated 06.09.2022 and 07.09.2022. Ex.P.12 is the Brochure of the defendant. Ex.P.13 is the Job description for the role 'Head of Category - PNL'. Ex.P.14 is the Email correspondence dated 08.09.2022 and 12.09.2022. Ex.P.15 Email correspondence dated 09.09.2022 and 10.09.2022. Ex.P.16 is the Document titled 'Position Specification - Category Head'. Ex.P.17 is the Job description for the role 'B2B Sales Head'. Ex.P.18 is the Email correspondence dated 14.09.2022 and 15.09.2022. Ex.P.19 is the Document titled 'Benchmark Profiles - Category Head role'. Ex.P.20 is the Email correspondence dated 15.09.2022 and 19.09.2022.
19Com.OS.No.392/2024 Ex.P.21 is the Document titled 'Benchmark Profiles for B2B Sales Head' role. Ex.P.22 is the Email correspondence dated 19.09.2022 and 20.09.2022.Ex.P.23 is the Email correspondences dated 26.09.2022, 27.09.2022, 28.09.2022, 29.09.2022, 30.09.2022, 06.10.2022 and 07.10.2022. Ex.P.24 is the Profile of Raja SK. Ex.P.25 is the Profile of Nikhil Kumar Pandey. Ex.P.26 is the Email correspondence dated 27.09.2022, 13.10.2022 and 14.10.2022. Ex.P.27 is the Profile of Rohit Mehta. Ex.P.28 is the Document titled 'B2B Sales Head - YouKraft Solutions Pvt. Ltd., - Progress Report I'. Ex.P.29 is the Email correspondence dated 28.09.2022. Ex.P.30 is the Document titled 'Category Head - Appliances - YouKraft Solutions Pvt. Ltd., - Progress Report - I'. Ex.P.31 is the Email correspondence dated 29.09.2022. Ex.P.32 is the Document titled 'Position Specification - Category Head - Appliances'. Ex.P.33 is the Brochure of the defendant. Ex.P.34 is the Email correspondence dated 29.09.2022. Ex.P.35 is the Email correspondence dated 30.09.2022. Ex.P.36 is the Email correspondence dated 07.10.2022.Ex.P.37 is the Document titled 'Resume - Samir Bhatt'. Ex.P.38 is the Document titled 'Resume - Arushi Gupta'. Ex.P.39 is the 20 Com.OS.No.392/2024 Email correspondence dated 08.10.2022. Ex.P.40 is the Email correspondence dated 10.10.2022 with subject 'Interview Schedule for Category Head Furniture'. Ex.P.41 is the Email correspondence dated 11.10.2022. Ex.P.42 is the Email correspondence dated 11.10.2022. Ex.P.43 is the Email correspondence dated 11.10.2022. Ex.P.44 is the Email correspondence dated 13.10.2022. Ex.P.45 is the Email correspondence dated 14.10.2022. Ex.P.46 is the Email correspondence dated 13.10.2022. Ex.P.47 is the Profile of Sourabh Kumar Mal. Ex.P.48 is the Email correspondence dated 14.10.2022. Ex.P.49 is the Email correspondence dated 16.10.2022. Ex.P.50 is the Email correspondence dated 18.10.2022. Ex.P.51 is the Email correspondence dated 18.10.2022. Ex.P.52 is the Email correspondence dated 16.11.2022. Ex.P.53 is the Email correspondence dated 16.11.2022. Ex.P.54 is the Legal notice dated 03.04.2023. Ex.P.55 is the Email correspondence dated 12.04.2023 and 21.04.2023. Ex.P.56 is the Email correspondence dated 12.05.2023 and 05.07.2023. Ex.P.57 is the Reply to the legal notice dated 07.08.2023. Ex.P.58 is the Certified copy of Non starter report dated 07.12.2023.
21Com.OS.No.392/2024
11. To support the evidence of P.W.1 the plaintiff has examined its managing consultant who was also the authorized signatory to the plaint as P.W.2 who has deposed supporting the version of plaintiff and further deposes regarding the documents being printed out of the computer and printer maintained in the office of the plaintiff and has filed the certificate under Sec.65B of the then Indian Evidence Act, which is marked as Ex.P.59.
12. Against the evidence of the plaintiff the defendant examined its authorized signatory Waseem Jabbar Khan as D.W.1 who has reiterated the averments made in the written statement. He has got marked documents at Ex.D.1 to D.15. Ex.D.1 is the Letter of Authorization dated 02.04.2024. Ex.D.2 is the Statement of details of the employees in the defendant during April 2022 to April 2024. Ex.D.3 is the Statement of employees cost and sales revenue from April 2021 to March 2024. Ex.D.4 is the Notices of employment transfer. (totally 14 in number - page 7 to 24 of list of documents). Ex.D.5 is the Printout of the copy of appointment letter of Lavanya S. Ex.D.6 is the Printout of the resignation letter of Lavanya S. Ex.D.7 is the Printout of the copy of 22 Com.OS.No.392/2024 appointment letter of Miss.Mili Raman. Ex.D.8 is the Printout of the resignation letter of Miss.Mili Raman Ex.D.9 is the Printout of the copy of appointment letter of Mr.Paramendra Kumar Jain. Ex.D.10 is the Printout of the email issued by Paramendra Kumar Jain to the defendant dated 10.04.2024. Ex.D.11 is the Printout of the employment discontinuation letter of Mr.Paramendra Kumar Jain dated 30.06.2024. Ex.D.12 is thePrintout of the balance sheet of defendant for the period 2022-2023. Ex.D.13 is the Copy of the Claim notice issued by defendant to the plaintiff dated 14.10.2023. Ex.D.14 is the RPAD receipts. Ex.D.15 is the Track consignment reports (2 Nos.). Ex.D.16 is the Certificate u/S 63(4)(C) of BSA, 2023 with respect to Ex.D.2 to D.12.
13. Among the said documents the Ex.D.5 to D.12 have been marked subject to objections that they are not relevant for deciding the subject matter in dispute.
14. As mentioned above the defendant is declining to make payment under the invoices mainly on the ground that there was deficiency in the service provided by the plaintiff which was not as per the terms of the agreement produced at Ex.P.2 and therefore no liability accrues.
23Com.OS.No.392/2024 During the course of evidence the plaintiff has produced the invoices which are marked as Ex.P.3 to P.8. Ex.P.12 is the brochure of the defendant. Ex.P.13, P.17 and P.21 are the job descriptions for the categories to which defendant had called upon the plaintiff to refer suitable candidates. With respect to referring of suitable candidates email correspondences have been taken place under Ex.P.14, 15,18, 20 and 22. Further the email correspondences produced at Ex.P.23 indicates the plaintiff forwarding the information of suitable candidates with their profiles for the purpose of recruitment tot he concerned roles. The profiles of the suitable candidates are produced at Ex.P.24, 25 and 27 and the categories for appliances, B2B sales head the documents are furnished at Ex.P.28, 30 and 32. The resumes of the candidates by name Samir Bhat and Arushi Gupta have been forwarded under Ex.P.37 and 38 with relevant emails. Ex.P.40 is the email correspondences dated 10.10.2022 indicating the interview schedule for the category head furniture. The profile of one of the candidate Saurb Kumar under Ex.P.47 has been forwarded. These are backed with the repeated email correspondences produced at Ex.P.41 to 46 and P.48 to P.53. With respect to any of these email 24 Com.OS.No.392/2024 correspondences there is not even a single email from the defendant alleging that there is deficiency in service provided by the plaintiff and the candidate referred by the plaintiff are not suitable for the roles in the defendant. On the other hand only for the first time under Ex.P.57 reply to the legal notice the defendant alleges deficiency in service.
15. The defendant has cross examined both P.W.1 and 2 at length and in the course of their cross-examination the defendant has been not able to elicit any circumstance which would indicate that the services provided by the plaintiff was deficient and no in accordance with the terms of the agreement. It is true that both P.W.1 and 2 have deposed in their cross-examination that no candidates have been recruited by the defendant. It is also brought out that the defendant has not recruited any person. Therefore under these circumstances the allegations made in the written statement is not substantiated to hold that the plaintiff has rendered deficient services.
Yet another aspect that needs to be mentioned is no where in the entire agreement dated 01.09.2022 there is any requirement for the plaintiff to recruit the candidates 25 Com.OS.No.392/2024 on behalf of the defendant. All that requires under clauses 3 to 5 and 6 is that the plaintiff is required to locate and identify candidates who are qualified to the roles offered by the defendant conduct the preliminary interview to assess whether those candidates are fit to the said roles and send those candidates to the defendant and thereafter it is the exclusive domain of the defendant whether to recruit those candidates or not. The payment of the fixed professional fee is only pertaining to the plaintiff providing the services and it is not incumbent upon whether the candidates referred by the plaintiff are appointed by the defendant or not. Further clause in the agreement clearly stipulates that the fee payable to the plaintiff is not contingent upon success of the plaintiff in placing the candidate. As regards shortlisting of the candidates as per the requirements of the defendant the said service has been rendered duly by the plaintiff which is evident from the documents and email correspondences referred above. Therefore it can be held without hesitation that the plaintiff has performed its part under the agreement by referring suitable candidates to the defendant. If those candidates are not found suitable by the defendant for any reason it does not take away the 26 Com.OS.No.392/2024 liability of the defendant to pay the professional fees and the retainer fees to the plaintiff under the terms of the agreement. D.W.1 has been cross examined by the plaintiff and in the cross-examination he deposes that he has no personal knowledge of the contract with the plaintiff and further deposes that there is no email or correspondences with respect to deficiency in service with the plaintiff. Further in the cross-examination D.W.1 admits that the contract in question is not referred in any of the documents tendered by the defendant in evidence and he also does not know how many meetings have been held with the plaintiff with respect to recruitment of the candidates as referred by the plaintiff. The evidence of D.W.1 does not in any manner substantiate the allegation of deficiency in service by the plaintiff to dis-entitle it from seeking the suit claim.
16. The defendant in the course of its evidence has got marked documents at Ex.D.1 to D.16. Ex.D.2 and D.3 are the statements of the details of the employees for the period April 2021 to March 2024. Ex.D.4 deals with respect of employee transfer. Ex.D.5 to D.11 deals regarding appointment of Lavanya S, Milli Raman and 27 Com.OS.No.392/2024 Paramendra Kumar Jain and their respective resignations subsequently. How and in what manner these documents are relevant to the subject matter in controversy is no where substantiated in the course of evidence by the defendant. The defendant has produced Ex.D.13 reported to be a claim made against the plaintiff dated 14.10.2023 wherein the plaintiff has called upon to pay a sum of Rs.2 crores for deficiency in service. This document is neither pleaded in the written statement nor confronted to P.W.1 and 2 in their cross-examination and there being no pleading in support of the said document it cannot be relied upon. Also the contents of Ex.D.13 is not found in the reply notice i.e., produced at Ex.P.57 wherein similar allegations are made. Hence, these documents tendered in evidence would not in any manner substantiate the contention of the defendant that there was deficiency in the services rendered by the plaintiff justifying the defendant to withhold the payments under the invoices.
17. Yet another contention taken by the defendant in the written statement is that the plaintiff has played fraud and misrepresentation while entering into the agreement at Ex.P.2. The said allegation appears to be a bald and 28 Com.OS.No.392/2024 unsubstantiated allegation. No iota of evidence is before the court by the defendant substantiating those allegations. P.W.1 and 2 in the course of their cross- examination have not been confronted by the defendant with respect to the said allegations. On the other hand the said allegation has remained only in the written statement and also in the evidence of D.W.1 nothing is brought out to infer that fraud and misrepresentation were played upon the defendant to enter into the agreement at Ex.P.2. On the other hand the plaintiff through the evidence of P.W.1 and 2 and the documents produced and marked at Ex.P.11 to P.56 has been able to clearly substantiate that possible candidates were shortlisted for the rolls sought by the defendant and assigned to the defendant. It is altogether a different aspect that these candidates have not been recruited. The agreement does not stipulate any requirement that the plaintiff would be entitled for the fee only if candidates referred by it are recruited. The job of the plaintiff was only limited to referring the suitable candidate and it was open for the defendant either to recruit them or not. Under the agreement the plaintiff was only required to be paid for the services which has been duly rendered by it. No evidence is forthcoming to infer 29 Com.OS.No.392/2024 that the services provided are inefficient. Therefore under these circumstance in the absence of any cogent and satisfactory evidence to the contrary it is to be held that the defendant is liable to pay the amount of Rs.37,35,585/- with interest of Rs.6,38,964/- as claimed under the invoices produced at Ex.P.3 to P.8 with respect to the services rendered by the plaintiff and is also liable to pay future interest at 12% p.a. The defendant has utterly failed to prove any fraud or misrepresentation or breach of any terms of the agreement as alleged in the written statement. In the result, for the aforesaid reasons, I answer Issue No.1 in the Affirmative and Issue No.2 in the Negative.
18. ISSUE No.3:- During the Course of argument Learned Counsel for the defendant would submit that the agreement at Ex.P.2 has not been signed by the plaintiff in all the pages except the last page and it is not the registered instrument and therefore it cannot be accepted in evidence. It was further argued that as none of the candidates were recruited in the defendant there is no liability to pay the retainer fee. Per contra the Learned Counsel for the plaintiff would submit that the services of 30 Com.OS.No.392/2024 the plaintiff was only limited to referring the candidate and whether to recruit the candidates or not it was beyond the purview of the plaintiff. The Counsel for the plaintiff would also submit that the agreement at Ex.P.2 is not a disputed document. Merely because the agreement is not signed on all pages by the plaintiff it would not by itself be rendered invalid in law. Ex.P.2 is signed by the defendant on all pages but the same is digitally signed by the plaintiff on the last page which carries the date and time stamp. This is not an instrument under which any consideration has been paid for any transfer of right in any immovable property being undertaken requiring the document to be registered. On the other hand it is only a document under which the plaintiff has agreed to provide certain services for which a fixed retainer fee is to be paid to the plaintiff. Therefore under such circumstances requiring the agreement to be registered and signed on all pages is not mandatory. Regarding the admissibility of the said document Learned Counsel for the plaintiff has relied upon judgment of the Apex Court reported in 2021 SCC Online SC 969 V. Anantha Raju and another vs. T.M. Narasimhan and others and 2014 SCC Online Del 1277, Karan Madaan and others vs. Nageshwar 31 Com.OS.No.392/2024 Pandey. I have gone through the above cited decisions and the facts and circumstances enumerated there in are applicable to the facts and circumstances of the case on hand. The Learned Counsel for the plaintiff also relied upon judgment the Apex Court reported in (2005) 2 Supreme Court Cases 217. Man Kaur(Dead) by Lrs vs. Hartar Singh Sangha wherein it is observed that the authorized representative having no personal knowledge of the affairs of the company his evidence would not be of much relevance. She also relied upon judgment of the Apex Court reported in (2016) 14 SCC 161, Galada Power Telecommunications Ltd., vs. United India Insurance Company Limited and another. The observations made in these decisions are applicable to the facts and circumstances of the case on hand. In the result for the aforesaid reasons and in view of the findings arrived under issued Nos.1 and 2 the plaintiff would be entitled for recovery of the suit claim as prayed. Accordingly, I answer Issue No.3 in the Affirmative.
19. ISSUE No.4:- For the aforesaid reasons, I pass the following.
32Com.OS.No.392/2024 ORDER Suit of the plaintiff is decreed with costs.
The defendant is liable to pay to the plaintiff a sum of Rs.37,35,585/-
(Rupees Thirty Seven Lakhs Thirty Five Thousand Five Hundred and Eighty Five Only) together with interest at Rs.6,38,964/- calculated at 12% p.a. from the due date of invoice till 05.03.2024.
The defendant shall pay future interest at 12% p.a. from the date of suit till realization.
Draw decree accordingly.
Office to send soft copy of the judgment to respective parties on their email if furnished.
[Dictated to the Stenographer Grade-III, transcribed by her, corrected and signed by me then pronounced in the Open Court, dated this the 19th day of April 2025] (ARJUN. S. MALLUR) LXXXV Addl.City Civil & Sessions Judge, Bengaluru.
33Com.OS.No.392/2024 ANNEXURE LIST OF WITNESSES EXAMINED ON BEHALF OF PLAINTIFF:
PW-1 Sri.Fazal Anwar Mogal PW-2 Smt. Carolin Reena
LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE PLAINTIFF Ex.P.1 Board resolution dated 23.09.2024. Ex.P.2 Printout of Talent acquisition letter dated 01.09.2022.
Ex.P.3 to Printouts of 3 invoices dated 14.09.2022. 5 Ex.P.6 to Printouts of 3 invoices dated 20.10.2022.
8
Ex.P.9 Master data of the plaintiff.
Ex.P.10 Master date of the defendant.
Ex.P.11 Email correspondence dated 06.09.2022
and 07.09.2022.
Ex.P.12 Brochure of the defendant.
Ex.P.13 Job description for the role 'Head of
Category - PNL'.
Ex.P.14 Email correspondence dated 08.09.2022
and 12.09.2022.
Ex.P.15 Email correspondence dated 09.09.2022
and 10.09.2022.
Ex.P.16 Document titled 'Position Specification -
Category Head'
Ex.P.17 Job description for the role 'B2B Sales
34
Com.OS.No.392/2024
Head'.
Ex.P.18 Email correspondence dated 14.09.2022 and 15.09.2022.
Ex.P.19 Document titled 'Benchmark Profiles -
Category Head role'.
Ex.P.20 Email correspondence dated 15.09.2022 and 19.09.2022.
Ex.P.21 Document titled 'Benchmark Profiles for B2B Sales Head' role.
Ex.P.22 Email correspondence dated 19.09.2022 and 20.09.2022.
Ex.P.23 Email correspondence dated26.09.2022, 27.09.2022, 28.09.2022, 29.09.2022, 30.09.2022, 06.10.2022 and 07.10.2022. Ex.P.24 Profile of Raja SK.
Ex.P.25 Profile of Nikhil Kumar Pandey. Ex.P.26 Email correspondence dated 27.09.2022, 13.10.2022 and 14.10.2022.
Ex.P.27 Profile of Rohit Mehta.
Ex.P.28 Document titled 'B2B Sales Head -
YouKraft Solutions Pvt. Ltd., - Progress Report I'.
Ex.P.29 Email correspondence dated 28.09.2022. Ex.P.30 Document titled 'Category Head -
Appliances - YouKraft Solutions Pvt. Ltd., - Progress Report - I'.
Ex.P.31 Email correspondence dated 29.09.2022.
Ex.P.32 Document titled 'Pos 02.04 ition
Specification - Category Head -
Appliances'.
Ex.P.33 Brochure of the defendant.
Ex.P.34 Email correspondence dated 29.09.2022. Ex.P.35 Email correspondence dated 30.09.2022. Ex.P.36 Email correspondence dated 07.10.2022. Ex.P.37 Document titled 'Resume - Samir Bhatt'.
35Com.OS.No.392/2024 Ex.P.38 Document titled 'Resume - Arushi Gupta'. Ex.P.39 Email correspondence dated 08.10.2022. Ex.P.40 Email correspondence dated 10.10.2022 with subject 'Interview Schedule for Category Head Furniture'.
Ex.P.41 Email correspondence dated 11.10.2022. Ex.P.42 Email correspondence dated 11.10.2022. Ex.P.43 Email correspondence dated 11.10.2022. Ex.P.44 Email correspondence dated 13.10.2022. Ex.P.45 Email correspondence dated 14.10.2022. Ex.P.46 Email correspondence dated 13.10.2022.
Ex.P.47 Profile of Sourabh Kumar Mal.
Ex.P.48 Email correspondence dated 14.10.2022.
Ex.P.49 Email correspondence dated 16.10.2022.
Ex.P.50 Email correspondence dated 18.10.2022.
Ex.P.51 Email correspondence dated 18.10.2022.
Ex.P.52 Email correspondence dated 16.11.2022.
Ex.P.53 Email correspondence dated 16.11.2022.
Ex.P.54 Legal notice dated 03.04.2023.
Ex.P.55 Email correspondence dated 12.04.2023
and 21.04.2023.
Ex.P.56 Email correspondence dated 12.05.2023
and 05.07.2023.
Ex.P.57 Reply to the legal notice dated 07.08.2023.
Ex.P.58 Certified copy of Non starter report dated
07.12.2023.
Ex.P.59 Certificate u/S 65(B) of then Indian
Evidence Act.
LIST OF WITNESSES EXAMINED ON BEHALF OF THE DEFENDANT D.W.1 Sri. Waseem Jabbar Khan 36 Com.OS.No.392/2024 LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE DEFENDANT Ex.D.1 Letter of authorization dated 02.04.2024 Ex.D.2 Statement of details of the employees in the defendant during April 2022 to April 2024.
Ex.D.3 Statement of employees cost and sales revenue from April 2021 to March 2024.
Ex.D.4 Notices of employment transfer. (totally 14 in number - page 7 to 24 of list of documents) Ex.D.5 Printout of the copy of appointment letter of Lavanya S. Ex.D.6 Printout of the resignation letter of Lavanya S. Ex.D.7 Printout of the copy of appointment letter of Miss.Mili Raman.
Ex.D.8 Printout of the resignation letter of Miss.Mili Raman Ex.D.9 Printout of the copy of appointment letter of Mr.Paramendra Kumar Jain.
Ex.D.10 Printout of the email issued by Paramendra Kumar Jain to the defendant dated 10.04.2024.
Ex.D.11 Printout of the employment discontinuation letter of Mr.Paramendra Kumar Jain dated 30.06.2024.
Ex.D.12 Printout of the balance sheet of defendant for the period 2022-2023.
Ex.D.13 Copy of the Claim notice issued by defendant to the plaintiff dated 14.10.2023.
37Com.OS.No.392/2024 Ex.D.14 RPAD receipts.
Ex.D.15 Track consignment reports (2 Nos.). Ex.D.16 Certificate u/S 63(4)(C) of BSA, 2023 with respect to Ex.D.2 to D.12.
(ARJUN. S. MALLUR) LXXXV Addl.City Civil & Sessions Judge, Bengaluru.
38