Bombay High Court
Humancare Worldwide Pvt Ltd vs Bvg India Ltd on 17 October, 2025
2025:BHC-OS:19724
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION (L) NO.32338 OF 2025
IN
COMMERCIAL SUIT (L) NO.32115 OF 2025
Humancare Worldwide Pvt. Ltd. ....Applicants
IN THE MATTER BETWEEN
Humancare Worldwide Pvt. Ltd. ....Plaintiffs
Versus
BVG India Ltd. & Ors. ....Defendants
_________
Mr. Vishwajit Sawant, Senior Advocate with Mr. Nikhil Patil and Mr.
Prabhakar Jadhav i/b Mr. Mahendra Agvekar for the
Applicant/Plaintiff.
Mr. Ashutosh Kulkarni with Mr. Sarthak Diwan for Defendant Nos.1
and 2.
Mr. Rahul Kamerkar for Defendant No.3.
CORAM : SANDEEP V. MARNE, J.
DATED : 17 OCTOBER 2025.
ORDER:
1) Plaintiff has filed the present Application seeking temporary injunction against the Defendants for continuation of contract of handling medical emergency services at the Mumbai Airport for full tenure of the tender period upto 31 March 2030. Plaintiff has also sought a declaration that the notice of termination dated 20 August 2025 issued by the Defendants is illegal, void in law and untenable under the law.
katkam Page No. 1 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 :::k 2/13 6 ial 32338.25 in comsl os.doc 2) Plaintiff 's case, as pleaded in its Plaint, is that it is a
company engaged in the business of providing specialized emergency medical services pan India and worldwide. That it provides comprehensive global medical assistance and solutions including air ambulance, ground ambulance, corporate medical associations and occupational well services. That it has employed 15 highly qualified doctors and about 65 paramedical staff at Mumbai Airport in all the four terminals. Plaintiff claims to be supplying emergency medical services at Mumbai Airport initially through GVK group from 2009 till Adani group took over operations of Mumbai Airport in the year 2021. That Adani group floated tender for provision of medical services on all the four terminals. Plaintiff submitted its bid. However, the contract was awarded to Defendant No.1, who, according to Plaintiff, had no experience of handling and managing Airport medical services nor had the necessary paraphernalia such as ambulances etc. That therefore Defendant No.1 and 2 approached the Plaintiff and subcontracted the contract services to the Plaintiff vide purchase order dated 23 October 2021. That initially Defendant Nos.1 and 2 awarded the work to Plaintiff for one year from 1 November 2021 to 31 October 2022 which was renewed annually. In the year 2024 Defendant No.3 once again floated tender for provision of airport emergency medical services for tenure of 5.3 years from 1 April 2025 to 31 March 2030. Plaintiff participated in the tender process but again the contract was awarded to Defendant Nos.1 and 2 who approached the Plaintiff for subcontracting the work. Subcontract was effected in Plaintiff 's favour initially for three months and subsequently for one year upto 31 March 2026 vide work order dated 26.03.2025.
3) On 20 August 2025, Defendant Nos.1 and 2 issued notice for termination of the contract with effect from 20 October 2025 by giving katkam Page No. 2 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 3/13 6 ial 32338.25 in comsl os.doc two months notice. Plaintiff issued demand notice dated 22 September 2025 for withdrawal of termination notice. Plaintiff has accordingly filed the present Suit seeking a declaration that the notice of termination of ambulance services dated 20 August 2025 is illegal bad in law and untenable. It has also sought a mandatory injunction against Defendant Nos.1 and 2 for continuation of the contract for full tender period upto 31 March 2030. Plaintiff has also sought reimbursement of investment of Rs.3,46,60,775/- alongwith interest. It has also sought loss of profit of Rs.20,00,000/- per month for remaining period of contract amounting to Rs.10 crores. Plaintiff has also sought direction against Defendants to pay all legal dues of its employees from the first contract since 2009 to 2030 aggregating to Rs.5 crores and totaling Rs.18,46,60,775/-.
4) In its Suit, Plaintiff has filed the present Interim Application seeking temporary injunction in terms of prayer clauses:
i. Be pleased to direct the Opponent No.1 and 2 to continue the contract of the Applicant of handling medial emergency services at the Mumbai Airport at all the 4 Terminal for full tenure of tender period of 5.3. years i.e. till 31/03/2030 without any brake and interruption and maintain status quo as per the terms and conditions of the tender documents.
ii. Be pleased to hold and declare that the purported Notice of Termination dated 20/08/2025, issued by the Opponent No.1 and 2 to the Applicant is illegal, bad-in-law and untenable under the law, iii. Grant ad interim/interim relief in terms of prayer Clause(i) till the final disposal of the main Suit, iv. Any other relief in favour of the Applicant in the interest of justice.
5) Defendant No.1 has filed Affidavit-in-Reply opposing the Application. The Application is accordingly taken up for hearing and disposal.katkam Page No. 3 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 :::
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6) Mr. Sawant, the learned Senior Advocate appearing for the
Plaintiff has submitted that the impugned termination of Plaintiff 's contract by Defendant Nos.1 and 2 is ex-facie illegal. That the termination notice does not specify even a single reason for termination of contract. That there is no clause in the contract permitting Defendant No.1 to unilateral terminate the contract. That on the contrary the contract clause specifically provides for termination only as per the SLA (Service Level Agreement) executed with Defendant No.3. He would refer to the termination clause No.7 of the SLA in support of the contention that the same provided for termination of the Agreement either without assigning any reasons or for commission of breach of conditions of contract. That there is no clause in the contract executed with Defendant No.3 for termination of contract without assigning the reason. That therefore provisions of Section 14(d) of the Specific Relief Act,1963 (the Act) has no application to the present case. He would rely upon judgment of this Court Narendra Hirawat & Co. vs. Sholay Media Entertainment Pvt. Ltd.1 He would submit that Plaintiff has actually signed the SLA on behalf of Defendant No.1 and that therefore terms of SLA would govern the subcontract of the Plaintiff thereby making Plaintiff entitled to perform services coterminous with contract between Defendant Nos.1 and 3. That Plaintiff is granted permission to perform services by Defendant No.3 which again is indicative of the fact that Plaintiff has contractual relation with Defendant No.3.
7) Mr. Sawant would further submit that Defendant No.1 has subcontracted the whole contract to the Plaintiff and has been merely profiteering on the basis of performance of services by the Plaintiff.
That the Affidavit-in-Reply filed by Defendant No.1 seems to make out 1 2020 (5) Mh.L.J. 173.
katkam Page No. 4 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 :::k 5/13 6 ial 32338.25 in comsl os.doc the case of termination being effected on account of alleged penalties imposed by Defendant No.3 which is factually incorrect. That no such penalties are actually imposed. That few deductions effected by Defendant No.3 from payments made to Defendant No.1 on account of leave or non-availability of staff cannot be a ground for termination of contract. That prorate deduction on the basis of performance of contract does not amount to imposition of penalty. He would submit that Plaintiff has made huge investments for purchase of ambulance etc. only for the purpose of execution of the contract in question. He would deny that Plaintiff had not shown any willingness for renting out its ambulances to Defendant No.1 after termination of contract. Lastly, Mr. Sawant would contend that the present status of the contract is such that the Plaintiff is performing the same and that therefore the status quo prevailing as of today be continued during pendency of the Suit.
8) Mr. Kulkarni, the learned counsel appearing for Defendant Nos.1 and 2 would oppose the Application submitting that the Plaintiff 's contract has been terminated according to the contract clauses which provided for termination of contract by issuance of notice of two months. That the contract by its very nature, is determinable and that therefore Plaintiff cannot seek specific performance thereof under Section 14(d) of the Act. He would also rely upon provisions of Section 41 of the Act and submit that Plaintiff has time and again committed breaches of the terms and conditions of the contract. He would invite Court's attention to paragraph 16 of the Affidavit-in-Reply to demonstrate various penalties imposed on Defendant No.1 by Defendant No.3 on account of breaches committed by Plaintiff. That Defendant No.1 raised credit notes on the Plaintiff which have been accepted by it thereby admitting commission of breaches. That katkam Page No. 5 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 6/13 6 ial 32338.25 in comsl os.doc Defendant No.1 desires to perform the contract by itself and no longer desires to continue services of the Plaintiff which is resulting in heavy losses on account of various deductions effected by Defendant No.3. He would therefore pray for rejection of the Interim Application.
9) I have also heard Mr. Kamerkar, the learned counsel appearing for Defendant No.3.
10) Having considered the submissions canvassed by the learned counsel appearing for parties and after going through the pleadings and documents filed by them, it is seen that Plaintiff is essentially a subcontractor engaged by Defendant No.1 to perform the contract executed by it with Defendant No.3 for provision of medical and emergency medical services at four terminals of Mumbai Airport. After the Mumbai Airport was taken over by Defendant No.3 in the year 2021, a tender was floated for appointment of contractor for providing emergency medical services at the four terminals of the Mumbai Airport. Plaintiff unsuccessfully participated in the tender process but the contract was awarded to Defendant No.1. Plaintiff became subcontractor of Defendant No.1 and provided the agreed services. A fresh tender was floated by Defendant No.3 for providing emergency medical services at Mumbai Airport from 01.01.2025 to 31.03.2030. This time again Plaintiff participated in the tender process, but could not secure the contract. The contract has been awarded to Defendant No.1 by letter dated 26 March 2025 for the tenure of 01.01.2025 to 31.03.2025. Plaintiff again agreed to work as subcontractor of Defendant No.1. Defendant No.1 issued work order No.2200139409 in favour of Plaintiff for providing services from 01.01.2025 to 31.03.2025.
katkam Page No. 6 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 :::k 7/13 6 ial 32338.25 in comsl os.doc After performing the work for three months, Plaintiff was again issued Purchase Order for the period from 01.04.2025 to 31.03.2026. Relevant clauses of the Purchase Order read thus:
17) Validity of Purchase Order: 12 Months i.e. from 01.04.2025 to 31.03.2026, further the same will be communicated to Vendor/Supplier on time to time through mail communication along with purchase order.
19) Contract termination: 2 Months' notice from either side or as per SLA between BVG India ltd and Adani Mumbai International Airport.
11) Thus the Purchase Order issued to the Plaintiff was terminable after issuing notice of two months. Defendant No.1 has accordingly terminated the contract of the Plaintiff vide email dated 20 August 2025, which reads thus:
Dear Mr. Hidayat Khan, Good Evening! This is with reference to your recent discussions with our CMD Sir and Dr. Shelke and other colleagues of BVG India Ltd. about the Ambulance services of Human care at Mumbai Airport. First of all we are thankful to Human care for supported us in providing Ambulance services as per the requirement.
In line with the same, I would like to inform you that we will not be able to continue the same services at Mumbai Airport and start our own services there. The notice period for discontinuing the services is of 60 days (Either side) and in reference of this mail the periods started from today, so by 20th of Oct 25 you can withdraw your services from Airport in doing necessary arrangements accordingly.
Thanks You! Regards, Govind P Patil
12) Thus the contract awarded to the Plaintiff has been terminated by Defendant No.1 without assigning any reason and by katkam Page No. 7 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 8/13 6 ial 32338.25 in comsl os.doc merely mentioning that "we will not be able to continue the same services at Mumbai Airport and start our own services there". The Defendant No.1 referred to notice period of 60 days and called upon Plaintiff to discontinue his services by 20 October 2025.
13) According to Defendant No.1, the contract has been terminated in terms of clause 19 of the Purchase Order under which either side could terminate the contract with two months notice.
Plaintiff has raised two defences with regard to the termination clause 19 in the Purchase Order. Its first defence is that clause 19 cannot be construed as a clause enabling Defendant No.1 to determine the contract at its own sweet will. Its second defence is that the contract is terminable in accordance with the terms of SLA between Defendant Nos.1 and 3.
14) The first defence of Plaintiff that the contract does not contain a clause for determination thereof at will appears to be misplaced and is raised only for the purpose of coming out of the clutches of provisions of Section 14(d) of the Act. A contract which is not determinable in nature is the one where termination clause contemplates occurrence of any event and termination is dependent on occurrence of that event and the opposite party fails to remedy the breach despite issuance of notice. For example if the contract provides for termination on account of commission of breach of terms of conditions of contract and provides for issuance of cure notice. On the other hand a determinable contract is the one that can be terminated by either party without assigning a reason, either at will or occurrence of specific event. In the present case, the contract was clearly determinable without assigning any reason by issuance of a simple two months katkam Page No. 8 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 9/13 6 ial 32338.25 in comsl os.doc notice. The reason for specifying such condition also needs to be appreciated. Defendant No.1 has apparently issued Purchase Orders of short tenures while sub-contracting the contract in favour of the Plaintiff. The earlier Purchase Order was for period from 01 January 2025 to 31 March 2025. The current Purchase Order is for the period from 01 April 2025 to 31 March 2026. Plaintiff is performing services under a subcontract and the main contract is awarded by Defendant No.3 to the Defendant No.1 for a long duration upto 31 March 2030. Considering the short duration of Purchase Orders issued to the Plaintiff, parties agreed that either of them could walk out of the contract by issuing a simple notice of two months. Even Plaintiff could do that and there is nothing in the contract which mandated provision of services by Plaintiff to Defendant No.1 for entire duration of Purchase Order. The parties thus agreed for such arrangement where either of them could end the relationship subject to issuance of advance notice of two months. The provision for notice of two months appears to have been made so that necessary arrangements can be made by the other party. In the present case, two months notice is issued to the Plaintiff to ensure that it makes necessary arrangements in respect of ambulances, equipment manpower etc. In my view, the contract is determinable in nature by issuance of simple notice of two months.
15) Reliance of Plaintiff on judgment of this Court Narendra Hirawat (supra) does not assist its case. This Court held in paragraph 8 as under:
This is with reference to your recent discussions with our CMD Sir and Dr. Shelke and other colleagues of BVG India Ltd. about the Ambulance services of Human care at Mumbai Airport. First of all we are thankful to Human care for supported us in providing Ambulance katkam Page No. 9 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 10/13 6 ial 32338.25 in comsl os.doc services as per the requirement. In line with the same, I would like to inform you that we will not be able to continue the same services at Mumbai Airport and start our own services there. The notice period for discontinuing the services is of 60 days (Either side) and in reference of this mail the periods started from today, so by 20th of Oct 25 you can withdraw your services from Airport in doing necessary arrangements accordingly.
16) Following the ratio of judgment in Narendra Hirawat, the present contract can be held as determinable as the same was terminable at sweet will of parties, without reference to the other party or without reference to any eventuality or circumstance. The present contract confers unilateral right to both parties to determine the contract without assigning any reason and without having any reason. The contention that for contract to be determinable, there needs to be stipulation that the same can be terminated without assigning any reason is unacceptable. Even where termination clause is silent about right of party to terminate contract without assigning any reason but provides for termination by issuance of mere notice, the same would become a determinable contract. In my prima facie view therefore, the contract being determinable in nature, the same cannot be specifically performed under provisions of Section 14(d) of the ct.
17) The second defence of the Plaintiff that the termination could be effected in accordance with termination clause 7 in the SLA executed between Defendant Nos.1 and 3 is again misplaced. The stipulation "or as per SLA between BVG India Limited and Adani Mumbai International Airport" would essentially mean that Plaintiff 's subcontract was dependent on continuance of contract of Defendant No.1 with Defendant No.3. If contract of Defendant No.1 with Defendant No.3 is terminated before end of tenure of Purchase Order executed in Plaintiff 's favour, issuance of notice of two months would katkam Page No. 10 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 11/13 6 ial 32338.25 in comsl os.doc not be necessary. This is a true purport of the above quoted expression in clause 19 of the Purchase Order. The said clause cannot be interpreted to mean that the termination clause in SLA executed between Defendant Nos.1 and 3 would govern the arrangement between Plaintiff and Defendant No.1.
18) Even conduct of Plaintiff post-issuance of termination notice does not inspire confidence. After receipt of email dated 20 August 2025 terminating the Purchase Order, Plaintiff did not react immediately. The only reaction its Managing Director gave on 22 August 2025 was that he was out of India and would revert after his return. Thereafter there is email by Plaintiff straight on 10 September 2025 requesting continuance of service till 31 March 2026. Thereafter, direct Advocate notice dated 22 September 2025 was dispatched by Plaintiff. It is specific case of Defendant No.1 that before sending of notice of termination, Plaintiff was given idea about proposed termination. It is also case of Defendant No.1 that during the course of telephonic conversation, Plaintiff had accepted the termination and had requested Defendant No.1 to take its ambulances on rent. Defendant No.1 has produced the relevant correspondence between the parties. The emails of Defendant No.1 dated 13 September 2025 and 16 September 2025 refers the proposal for hiring Plaintiff 's ambulances on rent. The silence of the Plaintiff for almost a month after receipt of termination notice and emails dated 13 September 2025 and 16 September 2025 of Defendant No.1 suggesting Plaintiff 's willingness to provide its ambulances on hire creates a serious doubt as to whether Plaintiff was really aggrieved by termination or not.
It is not an ordinary conduct of a party whose contract is terminated to remain silent almost a month. Plaintiff has now denied having given any offer for giving the ambulances on rent. In my view, it is not katkam Page No. 11 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 12/13 6 ial 32338.25 in comsl os.doc necessary to delve deeper into the said aspect. Suffice it to hold at this juncture that Plaintiff 's conduct in maintaining silence for almost a month would disentitle him for any temporary injunction.
19) Defendant No.1 has also taken a plea that performance of services by Plaintiff was not satisfactory as actions on the part of Plaintiff were repeatedly resulting in imposition of penalties on it. In my view, it is not necessary to go into that issue at this juncture. Defendant No.1 also appear to be an established player in providing manpower and health care related services. It claims that it provides medical services in five Airports at Mangalore, Ahmedabad, Guwahati, Lucknow and Jaipur. Therefore, Plaintiff 's contention that Defendant No.1 does not have experience or paraphenelia for executing contract for Defendant No.3 does not prima facie appear to be correct. Defendant No.1 wants to perform the contract by itself instead of subcontracting it to the Plaintiff. Having failed to secure the contract in the tender process, Plaintiff cannot insist that it must be awarded work by Defendant No.1 during whole of the contract period with Defendant No.3.
20) Plaintiff has already sought damages and other monetary reliefs in the Suit and in the event Plaintiff succeeds in the Suit, it can be adequately compensated in terms of money. Therefore, Defendant No.1 cannot be compelled to seek services from Plaintiff. Court can otherwise not supervise performance of continuous duty by the Plaintiff. In my view therefore, no case is made out for grant of temporary injunction in Plaintiff 's favour. Plaintiff would not suffer irreparable loss if temporary injunction is refused as it had been granted two months notice in advance. The contention of ambulances, doctors, paramedical staff remaining unutilized cannot be accepted as Plaintiff has failed to secure katkam Page No. 12 of 13 ::: Uploaded on - 18/10/2025 ::: Downloaded on - 24/10/2025 23:04:01 ::: k 13/13 6 ial 32338.25 in comsl os.doc contract from Defendant No.3 in tender process and if Defendant No.1 was not to subcontract the work to the Plaintiff, it would be otherwise compelled to do necessary arrangements for ambulances, doctors, manpowers etc. The balance of convenience also lies against Plaintiff and in favour of Defendant No.1. Plaintiff 's prayer for temporary injunction therefore deserves to be rejected.
21) Interim Application for temporary injunction is accordingly rejected and disposed of.
(SANDEEP V. MARNE, J.)
Digitally signed
by SUDARSHAN
SUDARSHAN RAJALINGAM
RAJALINGAM KATKAM
KATKAM Date:
2025.10.18
16:44:41 +0530
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