Delhi District Court
Swati Kapoor vs Regus Office Centre (Gurgaon) Pvt. Ltd on 28 August, 2025
IN THE COURT OF MS. ANURADHA SHUKLA: DISTRICT
JUDGE (COMMERCIAL COURT)-02, SOUTH, SAKET,
DELHI
CS (COMM) 309/2021
1. SWATI KAPOOR
W/o. Mr. Akshay Kapoor
R/o M-81, A, Veer Lane,
Malviya Nagar, New Delhi-110017.
....Plaintiff
Versus
1. REGUS OFFICE CENTRE SERVICES PVT. LTD.
A Company Incorporated under the Companies Act, 2013
Through Its key Managerial Person
Having Registered Office at:
Eros Corporate Tower Level 15, Nehru Place,
New Delhi-110019.
....Defendant
Date of filing of the suit : 16.09.2021
Date of reserving judgment : 08.08.2025
Date of judgment : 28.08.2025
JUDGMENT
1. This is a suit for recovery of Rs.3,00,000/- alongwith relief for declaration, damages amounting to Rs.2,00,000/- and pendente lite and future interest.
CS (COMM) 309/2021 Page 1 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
2. In brief, as per plaint, plaintiff is a business aggregator who is working in the field of Co-working spaces. She provides business advisory services by identifying the office space needs of corporates and thereby suitably connecting them to her Channel Partner which are the companies/firms, who offer these office spaces. The plaintiff charges a referral/commission fee for her services. She is carrying her business under the brand name of 'Kosmix Spaces.
3. It is stated that defendant is a company incorporated under the Companies Act, 2013. It claims to be part of the group of companies under the brand 'Regus-IWC' which is a multinational company. It is stated that defendant is engaged in the business of providing workspaces to the companies and individuals as per their requirements. It is stated that defendant is hugely dependent upon business aggregators like the plaintiff for providing leads of prospective clients and establishing connection with them. It is stated that a majority of defendant's business comes from clients referred to it by business aggregators like the plaintiff.
4. The suit was originally filed by the plaintiff against Regus Office Centre (Gurgaon) Pvt. Ltd. Later plaintiff filed application u/o 1 rule 10 CPC and Regus Office Centre Services Ltd. was sought to be impleaded as a party. The application was allowed by the court vide order dt.
CS (COMM) 309/2021 Page 2 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
16.01.2023. The matter therefore, shall be considered against Regus Office Centre Services Pvt. Ltd.
5. It is further stated that in November, 2019 defendant through his representative and agent Mr.Mayank Arora (Team Lead Sales North) approached the plaintiff in connection with availing services of plaintiff. The defendant was looking to get connected to corporates, who were in need of office spaces and for this purpose sought to avail the connections, expertise and experience of plaintiff in this field. It is stated that after some deliberations and discussion, plaintiff agreed to provide services to the defendant and include their brand 'Regus- IWC' as her Channel Partner on certain terms and conditions as detailed in para 7 of the plaint. It is stated that terms and conditions of engagement were also incorporated in writing and same were emailed to defendant on 4th November, 2019 by plaintiff on email ID [email protected]. It is stated that one of the terms was that upon closure of deal, defendant had agreed to pay to plaintiff referral/commission fee as 10% of the total license fee + applicable taxes, payable for the term of the license agreement upto a maximum of 12 months.
6. It is stated that pursuant to above agreement plaintiff registered an enquiry with defendant on 30 th January, 2020 in relation to its prospective customer Accord India, who had approached the plaintiff in connection with its search for office spaces in Nehru Place, Delhi. The enquiry was CS (COMM) 309/2021 Page 3 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
sent to defendant on his e-mail ID mentioned above. The plaintiff had also referred to its standard terms and conditions in this email and mentioned that referral of client Accord India would be subject to these terms and conditions. It is stated that defendant had duly acknowledged the enquiry in respect of Accord India and on 3rd February, 2020 defendant sent their quotations to plaintiff for consideration by Accord India and pursuant thereto plaintiff assisted Accord India for site visit at Eros Corporate Towers, Nehru Place, Delhi and also arranged for proposals and negotiated prices. It is stated that deal was about to get close, however, on account of Covid-19 Pandemic, lockdown and other restrictions it was kept on hold.
7. It is stated that plaintiff had been regularly pursuing Accord India and seeking information from it about the deal, even during lockdown. Further, there was no reason with Accord India for not closing the deal with defendant as they showed continued interest in the defendant's property. It is stated that taking into consideration other facts in hand as per the terms and conditions of plaintiff's engagement with defendant, the enquiry remains live/active for a period of six months since its introduction. In case enquiry is lost before the aforementioned period of six months, it becomes defendant's liability to inform the plaintiff about the same but defendant failed to adhere to the terms and conditions of engagement.
CS (COMM) 309/2021 Page 4 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
8. It is stated that due to Covid-19 Accord India switched to work from home mode. It is stated that when the plaintiff enquired from Accord India about the status of deal, they continued to show their inclination and interest to move forward with the deal, however, on account of lack of clarity on the situation pertaining to Covid-19 and work from home, Accord India sought more time. It is stated that nationwide lock-down continued till May and unlocking process started only in June 2020 however, the plaintiff continued to remain in touch with all her customers including Accord india and channel partner including defendant. It is stated that defendant on 31.05.2020 had enquired from the plaintiff about status of deal with Accord India and the plaintiff had informed the defendant that Accord India was still doing work from home and that she would update. It is stated that plaintiff had a word with Accord India on 09.06.2020 about the deal and she had promised that a development in this regard will take place soon. It is further stated that subsequently on 9th July, 2020, it came to the knowledge of plaintiff that Accord India had successfully closed the deal with defendant and it took office at Regus Eros Tower, Nehru Place on License/Rent. Accordingly, plaintiff wrote an email to defendant on 10th July, 2020 wherein she requested defendant to share a copy of License Agreement entered into with Accord India so that the plaintiff could raise a formal invoice of her referral/commission fees against defendant as per agreement. It is stated that to the utter shock of plaintiff, defendant refused to pay CS (COMM) 309/2021 Page 5 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
referral/commission fees to her. Instead defendant concocted an absolutely false story that plaintiff had earlier informed the defendant that Accord India is looking for other options and will not close the deal with defendant and therefore, defendant had put plaintiff's enquiry to lost.
9. It is stated that the plaintiff had raised her grievance before senior officer of defendant Ms. Sonaina Singh through Whatsapp and email, however, defendant again refused to pay the fee of plaintiff. Ms. Sonaina Singh had stated that Accord India had approached them directly and kept the plaintiff out of loop and hence,the defendant closed the deal with their sales person.
10.It is stated that plaintiff was constrained to issue legal notice to defendant, however, defendant refused to pay the debts. It is stated that plaintiff even made an attempt to amicably settle the matter by filing a mediation application on 20.03.2021 before Delhi State Legal Services Authority u/s.12-A of Commercial Courts Act, 2015, however despite issuance of two notices, defendant neither appeared before the authority nor gave any intimation. Accordingly, DSLSA closed the mediation process and issued non-starter report dt. 13.07.2021.
11.It is stated that as per information available with plaintiff, the rent/License Agreement executed between defendant and Accord India is to the tune of minimum Rs.30,00,000/- for 12 months. Accordingly, plaintiff is entitled to a CS (COMM) 309/2021 Page 6 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
minimum of Rs.3,00,000/- as commission fees as per terms and conditions of her engagement, however, this amount may change depending upon the exact particulars of the Rent/License Agreement. It is stated that defendant is also liable to pay interest @ 18% p.a on abovesaid amount from the date of liability. It is stated that plaintiff has come to know about lease agreement with Accord India in the first week of July, 2020 and had issued an email dt.10.07.2020 to defendant making a demand for its billing details and rent/license/lease agreement. Accordingly, the date of liability is 10.07.2020. The interest on the above amount of Rs.3,00,000/- from the date of liability i.e 10.07.2020 till the filing of present suit comes to Rs.58,500/- (calculated from 10.07.2020 till 10.08.2021). However, this amount may change or vary depending on the exact amount of principal due amount which can only be ascertained once Rent/License Agreement is obtained.
12.Upon service of summons, the defendant put in appearance through counsel on 01.02.2022 and on the same date matter was referred to mediation center, however, matter could not be settled there. Plaintiff filed an application U/o 1 rule 10 CPC seeking deletion of Regus office Center (Gurgaon) Pvt. Ltd and impleadment of M/s. Regus Office Center Services Pvt. Ltd. The application was allowed and matter proceeded against M/s.Regus Office Center Services Pvt. Ltd. WS was filed by the defendant with a delay of 13 days. The application u/o 8 rule 1 CPC seeking CS (COMM) 309/2021 Page 7 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
condonation of delay in filing WS was allowed on 21.09.2023.
13.On merits the defendant has denied contents of the plaint. It is stated that the defendant is in the business of developing and providing workspaces of centers/serviced offices and has a center at Eros Corporate Tower, Nehru Place, Delhi (Nehru Place Center), amongst other. Describing the procedure adopted by defendant in the conduct of its business it is written that the queries received from clients with respect to specific centers are initially handled by Area Sales Manager-who connects with prospective client, showcases the facility shortlisted by the prospective clients basis the needs analysis, aids the clients in confirming the inventory, shares a commercial proposal, negotiates and manages objection and thereafter contracts are entered with the entity managing the said center.
14.It is stated that in the present case initial enquiry was shared by plaintiff with Mr. Mayank Arora, an Area Sales Manager and an employee of Regus Center Saket Pvt. Ltd., however, post negotiations and joint visit by Accord India and the plaintiff in the month of February and March, 2020, Mr. Mayank was informed by the plaintiff that Accord would not go ahead with finalising the office. It is stated that plaintiff is relying upon an email dt. 04.11.2019 sent to Mayank Arora at his email ID [email protected]. The defendant company never CS (COMM) 309/2021 Page 8 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
signed any terms and conditions nor accepted any such terms. It is stated that plaintiff herself is saying that she had asked the defendant to revert the mail with signed copy, however, no such signed copy was sent to her. It is stated that defendant is bound only by IWG's "Global Real Estate Broker/Agent Referral Programme ("Global Policy"), which is the global broker policy followed by defendant company. It is stated that said document was intimated to plaintiff earlier in the year 2019 and it formed the basis of all discussions with the plaintiff. The said policy is hosted on the website of defendant company to put it in notice of all brokers who approach and deal with defendant. It is stated that plaintiff is working with defendant under the global policy on other assignments as well and two such enquiries are mentioned in the WS stating that brokerage as per global policy was given to the plaintiff. It is stated that plaintiff was not involved in facilitation or execution of the agreement between defendant and Accord India. It is stated that plaintiff or a broker becomes entitled to brokerage or commission on successful conclusion of contract. In the present matter the plaintiff had registered an enquiry with Regus for Accord India, however, no deal could be completed between the two in pursuance of the enquiry. The defendant company was intimated by plaintiff that Accord India was not interested in closing the deal. It is stated that the enquiry never materialised into agreement due to nationwide Covid-19 Lockdown. It is stated that no attempts were made by plaintiff or Accord India to continue with CS (COMM) 309/2021 Page 9 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
arrangement between April, 2020 and June, 2020 due to which the enquiry was closed. Later in June, 2020 Accord India reached out directly to Jagvijai Rawat- Area Sales Manager in continuation of pre-existing enquiry dt.25.02.2019, which was not introduced by plaintiff. The deal was finally closed on this enquiry. The defendant has denied all the contents of suit on merit and has sought dismissal of the suit.
15.Following issues were framed for trial by the court on 01.02.2024:-
1. Whether this court has pecuniary jurisdiction?
OPD
2. Whether there was no privity of contract between plaintiff and defendant binding defendant by the documents created and relied by plaintiff? OPD
3. Whether the suit is bereft of cause of action? OPD
4. Whether the plaintiff is entitled for recovery of Rs.3,00,000/-? OPP
5. Whether the plaintiff is entitled for Rs.2,00,000/- as damages? OPP
6. Whether the plaintiff is entitled for the interest. If yes, at what rate? (OPP)7
7. Relief.
16.To prove its case, plaintiff examined herself as PW-1 and tendered her evidence affidavit as Ex.PW1/A. She tendered printout of email dated 04.11.2019 issued by CS (COMM) 309/2021 Page 10 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
plaintiff to defendant as Ex. PW1/1; printout of email dated 30.01.2020 issued by plaintiff to defendant as Ex. PW1/2; Printout of email dated 03.02.2020 issued by Defendant to Plaintiff as Ex. PW1/3; Copy of whatsapp conversation dated 17.03.2020 between plaintiff and Mayank Arora as Ex. PW1/4; Printout of email dated 10.07.2020 issued by plaintiff to defendant as Ex. PW1/5; Copy of Whatsapp conversation between plaintiff and Ms. Sonaina Singh Senior officer of Defendant as Ex. PW1/6; Office copy of legal notice 14.08.2020 as Ex. PW1/7; Copy of reply dated 11.09.2020 as Ex. PW1/8; Copy of mediation application dated 20.03.2021 filed by the plaintiff as Ex. PW1/9; Non-starter report dated 13.07.2021 as Ex. PW1/10; Affidavit u/o XI Rule 6 (3) of Agreement Commercial Courts Act as Ex. PW1/11; True and redacted copy of Agreement dated 07.07.2020 between defendant and Accord Group (India) Ltd. as Ex. PW1/12.
In her cross-examination the witness stated that during the site visits Mr. Sood, Mr. Biju Thomas and another partner of Accord India were present and during the Aerocity visit owner of the company was also present. Pointing to the averment of plaintiff in the affidavit that plaintiff continued to remain in touch with all her customers including Accord India and channel partner including defendant; plaintiff was asked if there was any document on record showing that she was in touch and was following with Accord India in April and May, 2020, to which the witness replied that she had sent a message to CS (COMM) 309/2021 Page 11 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
all her clients including Accord India asking about their whereabouts and health during Covid times. They had replied that they were fine and they asked about her whereabouts also. A similar question was put regarding her being in touch with Mayank Arora. The witness stated that there was no document on record showing that she was in contact with Mr.Mayank Arora.
17.To support its case defendant examined Sh.Nikunj Tavathia as DW-1, who tendered in evidence his affidavit Ex.DW1/A. He also tendered copy of board resolution dt. 26.07.2024 as Ex. DW1/1; copy of the screenshot of IWG Website showing companies under the IWG Brand as Ex.DW1/2; copy of global real estate broker/agent referral programme on IWG Website as Ex.DW1/3; copy of global real estate broker agent referral programme on Regus website as Ex.DW1/4; copy of enquiry details generated from database software of defendant as Ex.DW1/5; copy of office agreement details generated from database software of defendant as Ex.DW1/6; copy of emails dt. 03.02.2020, 05.02.2020 and 19.02.2020 as Ex.DW1/7; copy of emails dt. 14.07.2020 and 13.07.2020 as Ex.DW1/8; copy of emails dt. 28.01.2022 and 27.01.2022 as Ex.DW1/9 and copy of master data of defendant as Ex.DW1/10.
He admitted that Mayank was an employee of Regus Group and was Team Lead Area Sales Manager when the plaintiff contacted the defendant. He admitted that Mayank Arora had conversations and discussions with respect to the transaction in question with the plaintiff on behalf of Regus. He CS (COMM) 309/2021 Page 12 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
admitted that plaintiff had been a part of site visits and exchange of proposals with Accord India. He volunteered that a visit was done in February, 2020. The witness stated that he could not comment on why the deal between defendant and Accord India, initiated in February, 2019 did not finalise till July, 2020 because he was not part of transaction. He stated that there was no set time line for any enquiry. He stated that an enquiry could come from multiple sources. In answer to the question that why it (pre-existing enquiry) was not communicated to the plaintiff, the witness replied that it was for the broker (plaintiff in this case) to remain in touch with the client. He stated that it was not a common practice to inform the broker if an enquiry generated by him/her was lost. He volunteered that plaintiff had informed Mayank that enquiry of Accord India was no longer active. The witness admitted Ex.PW1/3, however, stated that document was incomplete. The witness admitted that there were communications between Mayank Arora and Sonaina Singh with plaintiff regarding closing of deals with Accord India.
18.Arguments were advanced by Sh.Atul Agarwal and Ms. Sushalini Sethi, Ld. Counsels for plaintiff as also by Ms. Kinjal Goyal and Ms.Sujoy Datta, Ld. Counsels for defendant. I have also gone through the written submissions filed by parties.
19.Issue No.1:- Whether this Court has pecuniary jurisdiction? OPD CS (COMM) 309/2021 Page 13 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
20.Section 2(1)(i) of the Commercial Courts Act defines "Specified Value" in relation to a commercial dispute, as the value of a subject matter in respect of a suit as determined in accordance with Section 12.
21.It is clear from the provision that the money sought to be recovered plus the interest on it up to the date of filing of the suit is to be taken into account for determining specified value.
22.As per the averment in the plaint, in absence of the Rent/License agreement executed between Accord India and the defendant, Plaintiff was not sure about the actual rent, but as per information available with her the rent was to the tune of minimum Rs.30,00,000/- for 12 months. Thus, as per plaintiff, she was entitled to a minimum of Rs.3,00,000/- as commission fees; she is also claiming damages to the tune of Rs.2 lakhs. The minimum specified value for a suit to be termed as commercial, is Rs.3,00,000/-.
23.The plaintiff has given the valuation of the suit in para 41 of the plaint. The defendant in written statement has stated that contents of this para are matter of record. The plaintiff at the time of filing of suit was unaware of the actual rent being drawn by the defendant. The defendant did not disclose the rent of the property in the written statement. DW-1, however, in cross-examination stated that the deal was finalised with Accord India for CS (COMM) 309/2021 Page 14 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
Rs.1,22,723/- per month. It is stated by the plaintiff that defendant had agreed to pay to the plaintiff commission fee as 10% of the total license fee plus taxes payable for the term of license agreement up to a maximum of 12 months. The amount comes to the extent of Rs.1,48,000/- approximately. The plaintiff has additionally sought damages to the extent of Rs.2 lakhs. Irrespective of whether the plaintiff is held entitled for recovery of damages, the total recovery being of Rs.3,48,000/- odd, the court has pecuniary jurisdiction to try the suit. The issue is decided against the defendant and in favour of plaintiff.
24.Issue No.3:- Whether the suit is bereft of cause of action? OPD
25.Defendant has argued that there is no cause of action in favour of the plaintiff as no there was no privity of contract between plaintiff and defendant. The plaintiff was not involved in finalised deal with Accord India. The cause of action in the suit is misplaced. The suit is bereft of any cause of action.
26.The term 'cause of action' as it emerges from various judicial pronouncements of the courts has acquired a judicial meaning. The word 'cause of action' has not been statutorily defined. 'Cause of action' constitutes the circumstances forming the infraction of the right for the immediate occasion for the action. 'Cause of action' means the bundle of facts, which it would be necessary for CS (COMM) 309/2021 Page 15 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
the plaintiff to prove, if traversed, in order to support his right to the judgment of the court. In legal parlance, the expression 'cause of action' is generally understood to mean a situation or state of facts that entitles a party to maintain an action in a court or a tribunal, a group of operative facts giving rights to one or more basis for suing; a fact or situation that entitles one person to obtain a remedy in court from another person. Reliance is placed upon judgment in Naveen Chandra N. Majithia Vs. State of Maharashtra, AIR 2000 SC 2966. In the present case the plaintiff is claiming that she had provided a client to the defendant and defendant behind the back of plaintiff struck deal with that client in order to avoid payment of commission to the plaintiff. She by way of present suit is seeking inter-alia the commission which she claims she is entitled to. She has narrated in detail the facts, which according to her entitle her for the claim of commission. There is thus cause of action for initiation of suit. The issue is decided in favour of plaintiff and against the defendant.
27.Issue No.2:- Whether there was no privity of contract between plaintiff and defendant binding defendant by the documents created and relied by plaintiff ? OPD And Issue No.4:- Whether the plaintiff is entitled for recovery of Rs.3,00,000/-? OPP And CS (COMM) 309/2021 Page 16 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
Issue No.5:-Whether the plaintiff is entitled for
Rs.2,00,000/- as damages? OPP
28.It is the defendant's case that there was no contract between it and the plaintiff. That though Plaintiff sent an email dated 04.11.2019 with purported terms and conditions to Mr.Mayank Arora, an employee of the defendant, such terms and conditions were never agreed to by defendant. No signatures were put nor was the signed copy delivered to the plaintiff to make this document a binding contract between the parties. It was further submitted that the terms were sent to Mr.Mayank Arora, who was not an employee or authorised agent of the Defendant company, competent to enter into such agreement with plaintiff or anyone.
29.It was argued by Ld.Counsel for the defendant that Ex.PW1/1 i.e the email dt.04.11.2019 was an introductory mail sent by plaintiff introducing herself to Mr.Mayank and therefore, the content of the mail that there was any discussion or deliberation between plaintiff and Mr.Mayank were incorrect. It was argued that the mail provided for a manner in which the terms and conditions were to be accepted and there was no acceptance of terms and conditions sent in reply to this email by defendant.
30. Section 7 of the Contract Act says that "in order to convert a proposal into a promise, the acceptance must-(1) be absolute and unqualified; (2) be expressed in some usual CS (COMM) 309/2021 Page 17 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
and reasonable manner, unless the proposal prescribes a manner in which it is to be accepted...
31.The email dt.04.11.2019 was tendered in evidence by the plaintiff as Ex.PW1/1. The concluding part of the mail, which was sent to [email protected], is reproduced hereunder for ready reference:-
"...please find attached the Terms and Conditions document for your perusal. Request you to go through it, sign it and send it back to me in order to start working to bring the business together. Should you wish to have more clarity, please feel free to write back to me at [email protected] or call me at +919555457457."
This document contained an attachment allegedly containing terms and conditions which the plaintiff wants to rely upon. Defendant's stand is that no terms and conditions were sent to it. The email through which this document was sent itself says that this document needed to be signed and sent back to the plaintiff to make it a binding contract. It is admitted case of the parties that defendant never signed the contract nor any such signed copy was ever sent to the plaintiff.
32.Plaintiff's email itself is providing for a manner in which the proposal sent by her was to be accepted by the defendant. The proposal was not accepted by the defendant in the manner in which the plaintiff had proposed in the email. There was thus no acceptance of plaintiff's proposal which could be said to have culminated CS (COMM) 309/2021 Page 18 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
in a contract containing terms and conditions written in email.
33.DW-1 in his evidence relied upon the email written by plaintiff to the defendant's Mayank Arora and the reply of same as Ex.DW1/8. The plaintiff wrote to Mayank Arora on 13 July 2020 at 22:17. The mail is being reproduced hereunder:-
"Dear Mayank, Please refer to our agreement copy sent to you in November, 2019. Kindly refer to the clauses below;
6.4. Any Enquiry introduced by Kosmix Spaces is deemed to be live for six months from the introduction date, save where 6.4.1- the client is actively in contact with either Kosmix Spaces, or You after the initial 6 month period.
6.5. Should an Enquiry be "lost" or "dead" it is Your responsibility to inform Kosmix Spaces The enquiry of Accord India was registered in January end while it was finalised within 5 months.
Since we have not received any objection or revert on the agreement from you for over 8 months, we assume that the same are acceptable by Regus.
Kindly confirm! Best, Swati Kapoor"
34.The mail was replied by Mayank Arora on 14 July 2020 at 10:36 AM, which is being reproduced hereunder:-
CS (COMM) 309/2021 Page 19 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
" Dear Swati, Never seen/heard or agreed on these T&C's. We spoke verbally over a phone call in detail and feedback given by you was the client is not interested in signing the deal with us and hence we had to put our enquiry to lost.
Regards, Mayank"
As per this email Mayank Arora had categorically stated that the defendant had never seen/heard or agreed on these terms and conditions. He says that he had spoken verbally over a phone call in detail and feed back was given to the plaintiff that the client was not interested in signing the deal with defendant and hence, the enquiry was put as lost. Ld. Counsel for the plaintiff argued that since the terms and conditions were sent to the defendant's representative and the parties started working on the enquiry, therefore, even if the agreement was not signed by the defendant, the same shall be considered to have been accepted by the defendant impliedly. There is no email sent in response of this email and Mayank Arora categorically denied vide the email dt.14.07.2020 that any such terms and conditions were ever agreed.
35.Nonetheless the parties did business in respect of some properties and plaintiff was paid commission in respect of those deals. The plaintiff has, however, failed to bring on record anything to show that those deals were struck on the basis of agreement signed between the parties. It shall CS (COMM) 309/2021 Page 20 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
therefore, be presumed that parties were working together on individual deals and not as per the terms and conditions unilaterally sent by the plaintiff.
36.To decide whether there was a privity of contract vis-a-vis the deal in dispute in the instant matter it would be required to look into what transpired between the parties qua this particular deal. Plaintiff is claiming that she introduced Accord India-a client to the defendant. The document being relied upon by the plaintiff in this regard apart from Ex.PW1/1 are mail Ex.PW1/2 dt.30.01.2020 sent by plaintiff to the defendant, whereby she sent an enquiry claiming that it matched their venue. The name of company has been given as Accord India; number of seats 9 to 12, type of seats etc. are also given. She wrote that in case the plaintiff does not hear in 8 working hours, the deal shall be considered as accepted. It also says that in case the client had already approached defendant the referral may be rejected by replying the email.
37.As per Ex.PW1/3 Mr. Mayank Arora thanked plaintiff for sharing the enquiry with her and provided the details of the property. There is no email communication thereafter. The plaintiff, thereafter is relying upon Ex.PW1/4, which is Whatsapp communication between the plaintiff and Mr. Mayank Arora, where they can be seen discussing the visit of the client. Ld. Counsel for the plaintiff argued that the emails exchanged between plaintiff and Mayank Arora and CS (COMM) 309/2021 Page 21 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
proposal shared between the two, would amount to a binding contract.
38.Per contra, it was argued by Ld. Counsel for the defendant that a party entering into a contract with a company must verify or ascertain whether the person communicating with such party has authority to act on behalf of company. Defendant has relied upon judgment in Elof Hansson Vs. Prithvi Softech Ltd.2011 (3) LW 558. The relevant portion of the judgment is reproduced hereunder:-
"10.Here it is to be seen as to whether the plaintiff took the precautions before transacting business with D2. No doubt, D2 was admittedly the Manager of D1's Company. It is not the case of any one that prior to the transaction involved in this suit, there were other transactions between D1 and the plaintiff. As such, what was expected from the plaintiff was that before entering into foreign exchange transaction with D2, the responsible official of the plaintiff should have met atleast the Managing Director or one of the Directors of the D1 Company and after preliminary correspondences, the plaintiff should have started doing business with D1 through D2. But in this case, except for the letters like Exs.A1 to A8 signed by D2, there is nothing to demonstrate and evidence that there were correspondences between the plaintiff Company and D1 Company.
"13....The plaintiff, was expected to ascertain about the status and the capacity of D2 to enter into contract on behalf of D1, with the plaintiff. As such, I am of the CS (COMM) 309/2021 Page 22 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
considered view that the plaintiff was not careful enough in transacting business with D2 without ascertaining the powers and locus standi of D2. The claim of the plaintiff that D2 projected himself as a Manager in Exs.A1 to A8 by itself, would not legally fasten D1 with vicarious liability."
39.Ld. Counsel for the plaintiff argued that Mayank Arora was communicating with plaintiff from the official email ID of defendant and therefore, there was no reason to believe that he would not be acting on behalf of the company. He further argued that the defendant has not taken any action against Mayank Arora for acting beyond his power/authorisation, which shows that he was authorised to act on behalf of the company.
40. There is no dispute that Mayank Arora was entertaining brokers, who were bringing client, on behalf of defendant and was communicating with such brokers like plaintiff on behalf of defendant company. However, this per se cannot be considered as having given any authority to Mr. Mayank Arora to execute a deal on behalf of the defendant or a contract containing terms and conditions for any deals. The issue in the matter is not whether Mr. Mayank Arora was dealing authorisedly or not; the question is whether the plaintiff can by virtue of an email sent to Mayank Arora bind the defendant with terms and conditions sent as an attachment to an email sent to him. The plaintiff did not insist on the signing of terms and CS (COMM) 309/2021 Page 23 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
conditions by the defendant and therefore, irrespective of the outcome of the deal the terms and conditions sent by plaintiff to Mayank Arora in one of the mails cannot be considered as binding upon defendant for the purposes of deal brought in by the plaintiff. In so far as the question of no action having been taken against Mayank Arora is concerned, he apparently did not do anything illegal warranting any action to be taken against him by the defendant. He appears to have been acting within the powers given to him regarding entertaining the enquiries. The plaintiff has not been able to show anything on record suggesting that Mayank Arora accepted the terms and conditions sent by plaintiff through the emails on behalf of defendant or assured her that the deals will be carried forward as per those terms and conditions.
41.The argument of the defendant that no concluded contract came into being binding the defendant with terms and conditions contained in attachment to the email dated 04.11.2019 or the later mail dt.30.01.2020 Ex.PW1/1 and Ex.PW1/2 respectively, holds ground as there was no acceptance or even a reply to the said emails by any authorised person of the defendant not even by Mayank Arora.
42.The defendant is relying upon Global Real Estate Broker/Agent Referral Programme, which it claimed are available on the website of defendant and are exhibited as CS (COMM) 309/2021 Page 24 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
Ex.DW1/3 and Ex.DW1/4. The documents are titled as Terms and Conditions.
43.It is also the plaintiff's case that she registered an enquiry with the defendant company on 30th January 2020. That defendant duly acknowledged the enquiry and sent their quotation to the plaintiff. Thereafter, plaintiff assisted Accord India for site visit. This is evident from para 15 of the WS wherein the defendant admits that Plaintiff registered an enquiry in January 2020 in relation to the prospective customer Accord India. Furthermore, Defendant's witness admitted in his cross examination that plaintiff was a part of site visits and exchange of proposals with Accord India at a certain point of time.
44.In absence of any contract having been agreed between plaintiff and defendant, the plaintiff having registered an enquiry with the defendant company shall be governed by terms and conditions of the Global policy as advertised on the defendant's website. For any broker to be entitled to brokerage fee under the said terms and conditions, had to fulfill the conditions set out in the Global Policy. The relevant terms of the Global Policy are set out hereunder:-
4.1 Commission shall be paid to a broker who submits a referral to IWG that results in a completed sale unless the circumstances described in either clause 4.2 or 4.3 shall apply respectively.
CS (COMM) 309/2021 Page 25 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
4.2 If two or more brokers make a referral that are substantially the same opportunity, and a sale is completed in relation to this opportunity, then the broker who submitted the referral first shall be paid the commission, unless the final tour completed prior to a sale being made was booked by a different broker, in which case the broker who booked this tour will be paid the commission instead.
4.3 If one or more brokers make a referral that is substantially the same opportunity as a referral previously made directly to IWG and a sale is completed in relation to this opportunity, no commission shall be payable to any broker unless the final tour completed prior to a sale being made was booked by a broker, in which case the broker who booked this tour will be paid the commission.
45.The position that emerges from the above terms is, that in order for a broker to be entitled to brokerage fee, he must submit a referral and that referral must result in a complete sale. And, when two brokers make same referral, or when a broker makes a referral which was previously made directly to IWG, the broker who facilitates the final site visit prior to sale would be entitled to brokerage fee.
46.As per the clause 1.4 (b) complete sale means where client had signed service agreement and had paid the initial invoice. As per clause 2.1 of Global Policy which will apply to the transaction a broker is entitled to commission in return for referral of a new client which leads to a CS (COMM) 309/2021 Page 26 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
complete sale. As per clause 4.3 if one or more broker makes a referral substantially similar to referral previously submitted directly to IWG and a sale is completed, no commission is payable to broker unless the last tour prior to sale is completed by the broker.
47.It was argued by Ld. Counsel for defendant that plaintiff was not entitled to brokerage as per general accepted business practices. It was argued that brokerage is payable only on the completion of finalised transaction and active participation of broker in completion of transaction. He relied upon the judgment in Arora & Associates Vs. Cama Automobiles Pvt. Ltd. (2010) SCC Online Del. 4683:
"As already held this Court has concluded that there was no contract between the parties and the document dated 16.12.1993 Ex.P-5 was not a memorandum of understanding, memorandum of understanding was yet to be signed between the lessor and the lesse; this document was only at the stage of a proposal. The judgments relied upon by learned counsel for the plaintiff are all distinct on their own facts and do not apply to the factual matrix of this case. All the said three cases related to a loan transaction between a borrower and the lender where in all cases there was a written document/exchange of communication executed between the parties recognising the services of the plaintiff therein i.e. agent/broker who had introduced the borrower and the lender with one another and concluded their transaction. As rightly pointed by learned counsel for the defendant in a transaction CS (COMM) 309/2021 Page 27 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
between a borrower and the lender there could be a single/ sole agent; not so in the case where a property has to be leased out and where proposals are offered both to the lessor and to the lessee by several brokers/ commission agents. It is only on the finalisation of the deal with anyone of the said brokers/commission agents that the said person becomes entitled to his finder's fee/commission. There is no doubt to the proposition that the finder's fee/commission becomes payable to the broker once it is recognised that it was through his effective services that the transaction had concluded."
"In AIR 1950 SCR 30 Abdula Ahmed Vs. Animendra Kissen Mitter, the Supreme Court, on the facts of the said case had held that the plaintiff was entitled to the commission as the sale in that case was in fact concluded by him, entitling him to earn his commission. Relying upon the decision of the House of Lords in Luxor (East Bourne) Ltd. vs. Cooper, the Supreme Court had with approval noted-
"The ground of decision in the Luzor's case was that where commission was made payable on the completion of the transaction, the agent's right to commission was "a purely contingent right" and arose only when the purchase materialized. As Lord Simon put it" The agent is promised a reward in return for an event and the event has not happened-
46. These observations of the Supreme Court reinforce the finding of this Court that it is only when the transaction materializes or is finally concluded with the CS (COMM) 309/2021 Page 28 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
efforts and intervention of the commission agent that he becomes entitled to the commission."
48.He has further relied upon the judgment in Jordan and Others Vs. Ram Chandra Gupta, 1904 SCC Online Cal 106, wherein it was held as under:-
"As regards the first contention, viz., whether or not the letting of the premises in suit to Messrs Geo. Henderson & Co, was brought about by the intervention of and due to the exertion of the Plaintiff-Ordinarily in a contract of this kind, and in the absence of any special stipulation, an agent is not entitled to compensation for his trouble and expense nor is any commission payable unless the lease has been directly effected through his intervention for, as has been held in several cases, it is not enough for the Plaintiff to show that the lease was obtained indirectly and as a remote and casual consequence of his efforts but he must show that the result was due to his intervention and that the lease was obtained by means of his agency or of some sub agent of his, and a house agent can claim commission only on rent obtained as an approximate consequence of his act; [see Autrobus v. Wickens (1) and Curtis v.Nizon(2)]. In order to found a claim for commission there must not only be an indirect or casual and also a direct and contractual relation between the introduction of the purchaser and the ultimate transaction of sale [see Toulmin v.Millar(3)]. It appears to me to make no difference whether the sum to be paid as remuneration is described as bouus of commission, CS (COMM) 309/2021 Page 29 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
provided that it is given as the consideration for the obtaining of the lease. The question is therefore, whether Messrs Geo, Henderson & Co. took the renewed lease through the Plaintiff's intervention and whether the business brought about was the result of such intervention."
49.It is an admitted case that plaintiff made a referral on 30 th January 2020 for 9 to 12 seats for Nehru Place Centre. It is also an admitted fact that till March 2020 no deal could be finalised and thereafter the lock-down was imposed. Ld. Counsel for plaintiff submitted that plaintiff was in constant touch with Accord India during the lock-down period.
50.It is stated in the plaint and the evidence affidavit that when the plaintiff enquired from Accord India about the status of deal, they continued to show their inclination and interest to move forward with the deal, however, on account of lack of clarity on the situation pertaining to Covid-19 and work from home, Accord India sought more time. It is stated that nationwide lock-down continued till May and unlocking process started only in June 2020 however, the plaintiff continued to remain in touch with all her customers including Accord india and channel partner including defendant. It is stated that defendant on 31.05.2020 had enquired from the plaintiff about status of deal with Accord India and the plaintiff had informed the defendant that Accord India was still doing work from CS (COMM) 309/2021 Page 30 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
home and that she would update. It is stated that plaintiff had a word with Accord India on 09.06.2020 about the deal and she had promised that a development in this regard will take place soon.
51.The witness was specifically asked in cross-examination if she had any document showing that she was in touch with Accord India in April & May, 2020 to which she stated that she had sent a message to all her clients including accord India. They had replied that they were fine and they asked about her whereabouts also. The witness was asked if she could point out any document on record showing that Accord India had asked plaintiff to put the deal on hold, witness pointed to Ex.PW1/4 (page 45) of the plaint. This document relates to conversations on 17.03.2020 and not in April or May, 2020, that too with Mayank Arora and not with Accord India. The response of the plaintiff recorded in this message is "Accord ka work from home hai this week hence will get information next week." This conversation therefore, is not showing any communication regarding the deal having been put on hold in April and May, 2020 by Accord India. She stated that Mayank Arora in July, 2020 told her that Accord India deal was finalised through Jagvijai due to their personal relationship.
52.The plaintiff is relying upon Whatsapp message sent to Accord India asking about their whereabouts and health and them having asked about her health and whereabouts. This by no stretch of imagination can be termed as a CS (COMM) 309/2021 Page 31 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
communication regarding continuance of talk for deal. If the plaintiff had remained in touch with Accord in respect of the deal, there was no reason she would have had no written (email/whatsapp) communication regarding the deal with them. The plaintiff has not placed on record any communication with Accord India after March, 2020 till July, 2020 or even after that showing that Accord India was in touch with plaintiff regarding the present deal. Had Accord India been in touch with plaintiff regarding the present deal, the plaintiff could have summoned a witness from Accord India to show that they were dealing with plaintiff and got the deal through her only. Also, if Accord India was plaintiff's client and had entered into the deal with defendant through plaintiff as is being claimed by the plaintiff she must have got some fee/commission from Accord India. The plaintiff could have proved such transaction to show that it was she who was representing Accord India in the deal. Admittedly, no such evidence has come on record.
Further communication between Sonaina Singh and plaintiff Ex.PW1/6 would show that the enquiry had been put to lost on the basis of feedback of plaintiff that the client had negated the space. It is categorically written in the Whatsapp chat that the lead had come directly to the defendant and since plaintiff was not part of any discussion in June it was not reasonable for her to claim the brokerage. Sonaina seems to have conveyed clearly that the defendant does not involve brokers, the client (in this case Accord) does and that the plaintiff should have CS (COMM) 309/2021 Page 32 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
checked with the client i.e Accord India why it did not loop plaintiff in after coming back to defendant directly. She again wrote that it was for the plaintiff to check with the client on why it reconnected with an alternate person for the transaction and did not involve the plaintiff. This appears to be a case where plaintiff's own client abandoned her and contacted the defendant directly.
53.Defendant's defence is that Accord India approached Mr.Jagvijai Rawat, Area Sales Manager in February 2019 for an enquiry of 2 seats at the Nehru Place Centre, but no deal could be finalised at that time. That Accord India again reached out to Mr Jagvijai Rawat in June 2020 and a deal was closed between them on 08.07.2020. Therefore, the deal concluded was entirely different from enquiry of 9-12 seats sent by plaintiff. Reliance has been placed on Ex.DW1/5 and Ex.DW1/6. DW-1 specifically referred to this document in cross-examination in answer to being asked as to how Accord India approached the defendant. The suggestion given by plaintiff that this document was internal document and could be edited anytime was denied by DW-1. Be it whatever, even if it is considered that the Accord India had not approached defendant directly pursuant to this pre-existing enquiry, the plaintiff has also not been able to prove that Accord India remained in touch with her and deal was finalised with her assistance, in her presence and with her efforts.
CS (COMM) 309/2021 Page 33 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
54.At this stage reference may be had to Ex-PW 1/4 which is a WhatsApp chat between the plaintiff and Mr.Mayank Arora, who was an employee of defendant company. It would be relevant to reproduce the Whatsapp communication between plaintiff and Mayank Arora dt. 09.07.2020:-
"Swati: It's your and my hard work, we can't let it go like this....
Mayank: Arrey the other guys enquire (sic) is much before us.
Swati: Arey but we have sent all the proposal and all. Mayank: Nahi yaar aise nahi hota hai.... Mayank: Swati we were not part of closure, client did not sign thru us. Pls understand.
Swati: I'm super pissed at this! Why was I not informed by anyone?
Mayank: Why were you not following up with the client.
Swati: I spoke to him on 9 th June. I shared my company teaser with him.
(relevantly no such sharing has been placed on record) Mayank: No you said they are not signing with us. Swati: He said they are not looking out...... Swati: And they said no to Regus Nehru Place when they went for Regus Aerocity."
55.The chat dated 09.07.2020 shows an admission on behalf of plaintiff to the effect that Accord India rejected the CS (COMM) 309/2021 Page 34 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
Nehru Place Centre when they went to see the Regus Aerocity.
56.This admission, coupled with the fact that the deal concluded between Accord India and defendant was for a different enquiry and for different number of seats than were proposed by plaintiff, makes it clear that plaintiff was not a part of the deal which was finally concluded.
57.It is admitted case of the parties that the enquiry raised by plaintiff did not culminate into completion. The actual lease was not executed with the efforts of plaintiff. She was not even part of the deal at the time of finalisation. The plaintiff herself had communicated to Mr.Mayank that client- Accord India was not looking out, she categorically said that they said no to Regus Nehru Place when they went to Regus Aerocity.
58.The plaintiff as such has failed to prove that the defendant was bound by terms and conditions contained in emails dt.04.11.2019 and 30.01.2020 sent by her to Mayank Arora. She has not been able to prove that the final deal of the lease was executed with her efforts/intervention and active participation. Plaintiff as such is not entitled for recovery of the commission, as prayed for. She is also not entitled for the damages for the same reason. All the above three issues are accordingly decided in favour of defendant and against the plaintiff.
CS (COMM) 309/2021 Page 35 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.
59.Issue No.6:- Whether the plaintiff is entitled for the interest. If yes, at what rate? (OPP)
60.Since the main claim sought by plaintiff has been decided in favour of defendant and against the plaintiff, plaintiff is not entitled to any interest. Issues No.6 is therefore, decided in favour of defendant and against the plaintiff.
61. Issue No.7:- Relief. In view of above, suit of plaintiff is dismissed. Decree sheet be prepared accordingly. Suit stands disposed off. File be consigned to record room.
(Anuradha Shukla) District Judge(Commercial Court)-02 South, Saket, Delhi.
Announced in open court Digitally signed on 28.08.2025 by anuradha shukla (uploaded on 29.08.2025) anuradha Date: shukla 2025.08.29 13:04:16 +0530 CS (COMM) 309/2021 Page 36 of 36 Swati Kapoor Vs. Regus Office Centre Pvt. Ltd.