Delhi District Court
Dentsply India Pvt Ltd vs Alpride Health Care Private Ltd And Anr on 21 January, 2026
In the Court of Shri Ashutosh Kumar, District Judge (Commercial
Court)-01, Tis Hazari Courts, West District, Delhi
CS (COMM.) 285/2021
CNR No.DLWT01-0029972021
M/s. Dentsply India Pvt. Ltd.
Registered Office:
Kh. No.66/20 & 66/11/2
Gali No.2, Main Rohtak Road,
Mundka Industrial Area,
Delhi-110041
.............Plaintiff
Versus
1. Alpride Health Care Private Limited
Through its M.D. / Authorized Representative
New No. 21, West Cott Road,
Near Woodlands Theatre,
Royapettah,
Chennai, Tamilnadu-600014
2. Janardhanam Raghavendran
(Managing Director Responsible for day to day work)
Alpride Health Care Private Limited
R/o 6, Pattabhiram, Iyer ST
Sowcarpet
Chennai-600079
Also at:-
New No. 21, West Cott Road,
Near Woodlands Theatre,
Royapettah,
Chennai, Tamilnadu-600014
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1
........... Defendant
Date of Institution : 30-03-2021
Date of hearing of arguments : 17-01-2026
Date of decision : 21-01-2026
Plaintiffs' counsel - Sh Vishwendra Verma
Defendant's Counsel - Sh Rajat Kumar
JUDGMENT
1. Briefly stated, the case of the plaintiff is that it is a renowned company incorporated on 13-10-1995 and registered under the provisions of Companies Act, 1956 & Companies Act 2013, having its "Registered Office at- Dentsply India Pvt. Ltd. Kh. No 66/20 & 66/11/2 Gali No.2, main Rohtak road, Mundka Industrial Area, Delhi-110041" and is committed to provide the dental community with innovative, high quality, cost effective dental products in over 120 countries under some of most well established brand names in the dental industry. It is further the case of the plaintiff that the present suit has been filed through Rohit Singh Routela, its Authorized Representative, who has been authorized to sign, verify the suit or other pleadings, file affidavits, engage an advocate, sign a Vakalatnama and give evidence on its behalf.
2. It is further claimed by the plaintiff that defendant No.2 and defendant No.3 (defendant no.3 was deleted vide order dated 21- CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 2 05-2025) on behalf of defendant no.1 had been dealing with the plaintiff company, who were also responsible for day to day affairs/activities of defendant no. 1 company. Plaintiff has further claimed that it had supplied various goods & services of advertisement to the defendants from time to time as per their requirements & requests, qua which the plaintiff raised invoices with tax details (being registered under the Advertisement and Services Tax Act and accordingly had to deposit IGST on the Tax Invoice) and proper records were being maintained by the plaintiff and it was an undisputed fact that the defendants were fully satisfied with the services availed by them from the plaintiff. As per further case of the plaintiff, it was decided that the defendants shall make payment of the purchased material through RTGS/Net Banking/cheque etc. The details of the tax invoices raised by the plaintiff company, vide which goods were supplied by the plaintiff and duly acknowledged, admitted and received by the defendants are as under:-
S. DATE OF INVOICE AMOUNT
No. INVOICE NUMBER
1 29.10.2014 DL11-102016 4,98,413.00/-
2 06.11.2014 DL11-102284 5,459.00/-
3 28.11.2014 DL11-103320 2,95,927.00/-
4 26.03.2016 DL11-120733 2,569,580.00/-
5 27.03.2016 DL11-120803 51,015.00/-
6 27.03.2016 DL11-120802 90,600.00/-
7 29.03.2016 DL11-121225 2,05,020.00/-
8 27.04.2016 DL11-122126 39,503.00/-
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 3
9 25.05.2016 DL11-123114 3,602.00/-
10 TOTAL 37,59,119.00/-
3. It is further claimed that though the defendants never disputed the bills & material of the dental equipments and other things but only made part payments towards the material purchased by them from time to time and deliberately stopped making remaining payment, for which the plaintiff company made several demands and sent reminders but no payment was made by the defendants on one pretext or the other. However, the defendants in discharge of their liability had issued a cheque bearing No.206633 dated 19.09.2017 for a sum of Rs. 18,23,800/- drawn on Catholic Syrian Bank ltd, in favour of the plaintiff company but the same got dishonoured on presentation and returned unpaid vide return memo dated 20.09.2017 with the remark "account closed".
4. The plaintiff issued a legal notice dated 12.10.2017 to the defendants through speed post, which was duly received by all the defendants. Plaintiff has claimed that defendants are liable to make total payment of Rs. 36,78,800/- (i.e. principal amount of Rs. 18,23,800/- alongwith Rs. 18,55,000/- as interest @ 30% p.a.)
5. By way of present suit the plaintiff has prayed for grant of decree for a sum of Rs.36,78,800/- in its favour and against the CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 4 Defendants along with interest @ 30% from the date of invoices till actual realization alongwith a prayer to issue directions to the defendants to provide 'C' form qua the invoices in question.
6. The summons of the suit were sent to the defendants and appearance was duly made on their behalf.
7. In the preliminary objections of written statement filed by the defendants no.1 and 2 (Since defendant no.3 was already deleted), the defendants have claimed that the suit of the plaintiff is liable to be dismissed, inter alia, on the grounds that the suit is filed beyond the period of limitation since the invoices in question had been issued in the year 2014 and 2016 and the present suit has been filed on 30.03.2021 and accordingly there has been a delay of more than two years beyond the period of limitation in filing the present suit by the plaintiff, plaintiff has falsely stated that defendant no. 1 had issued a cheque no. 206633 drawn on Catholic Syrian Bank for the sum of Rs. 18,23,800/- dated 19.09.2017, which got dishonoured for the reasons of "Account Blocked" vide return memo dated 20.09.2017. It is claimed by the defendants that two blank cheques bearing nos 206633 and 206634 were provided to the Plaintiff Company on 28.10.2010 as a condition of distributorship/ dealership agreement of Plaintiff Company, receipt whereof was duly acknowledged by the Plaintiff Company and it was explicitly agreed between the parties that the said cheques would not be utilised without the prior information/ notice of the defendants.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 5Defendants has claimed that it had closed its bank account at Catholic Syrian Bank in the year 2015 and had opened a new bank account at Standard Charted Bank, which information was duly communicated to the Plaintiff Company and had been acknowledged by it. However, despite the knowledge of the same, the plaintiff in order to exert pressure on the defendants had filled up the said blank cheque and presented the same knowing fully well that the same would not get honoured. It is claimed that subsequently, the Plaintiff Company had also filed CC No. 1676/2017 on 27.11.2017, u/s 138 of the Negotiable Instruments Act, which his pending disposal before Senior Civil Judge, Patiala House, New Delhi and the same is contested by the defendants.
8. Defendants have further claimed that the the present suit was also liable to be dismissed for mis-joinder of parties in as much as plaintiff was dealing with defendant No. 1, which is a separate legal entity but the plaintiff has wrongly impleaded defendant no. 2 & 3, Directors of defendant no. 1 as defendants in the present matter, who had no personal liability for any past or future liability of the defendant No. 1 company.
9. On merits, while admitting its business relation with the plaintiff company since the year 2010, it is claimed by the defendants that in February, 2016 the Plaintiff Company wanted to participate in Expodent, 2016 (an annual exhibition of dental equipment organized at Chennai Trade Centre) and had offered a stall to CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 6 defendant no. 1 at the said exhibition. Soon after the plaintiff started requesting the defendant No. 1 to take stock of Rs. 25 lakhs from it, to which the defendants had refused and had requested the plaintiff to send stock worth Rs. 5 lakhs only. Further, it is claimed by the defendants that due to such refusal, the Plaintiff Company withdrew its offer and Defendant No. 1 was not allowed to participate in the said exhibition. However, after one month of the said exhibition, stock worth Rs. 25 lakh alongwith certain non- moving stock was deliberately dumped on defendant No.1 despite there being no order qua the same, which was opposed by the defendants. It is further claimed that Mr T Suraj, the Territory Sales Manager and Mr. Philip Jacob, another employee of the plaintiff had stated that they will assist Defendant No. 1 in liquidating the said stock but later it came to the knowledge of the defendants that the aforesaid two persons had taken money from customers with whom they were dealing directly, which was informed by the defendants to Mr. Nagrajan of the Plaintiff Company and request to take action was also made. It is claimed by the defendants that the Plaintiff Company had deliberately and mischievously dumped huge stocks of goods amounting to Rs. 25 lakhs on the Defendant Company on the assurance that the same shall be cleared but subsequently, when defendant No. 1 started making enquiry about payment of Rs. 5,87,745/- (monies due from various parties who stated that they will make payment only to Mr. T. Suraj), Mr. T CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 7 Suraj stopped responding to the defendants' request, whereafter the defendants had requested the Plaintiff to supply their orders and also exchange certain items which were slow moving and were deliberately dumped on them but the Plaintiff did not respond to such request. While admitting the receipt of legal notice dated 12- 10-2017 issued by the plaintiff company, the defendants have given general denial to para-wise pleadings made in the petition.
10. From the pleadings of the parties, following issues were framed on 07-05-2022:
1. Whether the plaintiff is entitled for recovery of Rs. 36,78,800/- alognwith interest from the defendant as alleged? OPP
2. Whether the plaintiff is entitled for directions to the defendant for supplying C-Form? (OPP)
3. Whether the suit is barred by limitation? (OPD)
4. Whether there is no cause of action? (OPD)
5. Whether the suit is liable to be dismissed for reason of mis- joinder of parties? (OPD)
6. Relief.
11. To prove its case, the plaintiff examined its Company Secretary and authorized representative PW-1 Rohit Singh Rautela as its sole witness, who vide his affidavit of evidence Ex. PW-1/A, has deposed on the lines of plaint and exhibited the following documents:
1. Authorization Letter in favour of PW-1 - Ex. PW-1/1
2. Invoices Ex. PW-1/2 (Colly.)
3. Copy of account statement - Ex. PW-1/3
4. Copy of Cheque bearing no. 206633 dated 19-09-2017 for Rs.CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 8
18,23,800/- and Bank Return memo thereof - Mark A & Mark B respectively.
5. Copy of legal notice dated 12-10-2017 alongwith postal receipts
- Mark C. PW-1 was cross-examined by the Ld Counsel for the defendant.
12. On the other hand, the defendant examined two witneses viz. defendant no. 2 Raghvendran J as DW-1 and K Karthik, Branch Operations Manager, Catholic Syrian Bank Ltd., as DW-2.
13. DW-1 vide his affidavit of evidence Ex. DW-1/A has deposed on the lines of the written statement and exhibited the following documents:
i. Copy of Board Resolution dated 08-11-2017 - Ex. DW-1/1 ii. Copy of letter sent by the plaintiff for renewal of distributorship agreement - Mark A iii. Copy of letter sent by the plaintiff receiving security cheque Ex.
DW1/3 (colly) (certified seen and returned) iv. Copy of letter sent by the defendant no. 1 dated 21.12.2010 furnishing blank cheques as security Ex. DW1/4 (certified seen and returned) v. Copy of Letter from the defendant to the plaintiff informing the new bank account dated 17.02.2012 Ex. DW1/5 (certified seen and returned) vi. email exchanged between the parties from 06.10.2016 to 02.03.2018 Ex. DW1/6 (Colly) vii. original Certificate u/s 65B of the Indian Evidence Act issued by me Ex. DW1/7 13-A. DW-2 K. Karthik, Branch Operations Manager, Catholic CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 9 Syrian Bank Ltd., Royapettah Branch, VSSM Building, Chennai, who was a summoned witness, had brought the summoned record viz. statement of account bearing no. 0218-00030755-195001, of account holder M/s Alpride Health Care Private Ltd. (defendant no.1) from 01.01.2007 to 30.12.2021, comprising of 178 pages and exhibited the computerized copy of the same collected from the official computer maintained and operated by him in the regular course of operations as Ex. DW2/1 (colly). He further proved his certificate u/s 65B of the Indian Evidence Act r/w new Section 63 of Bhartiya Sakshya Adhiniyam, 2023 and Section 2A of Bankers Book of Evidence Act, 1891, qua the aforesaid computerized documents as Ex. DW2/2.
14. I have heard the final arguments addressed by Ld Counsel for the parties and have perused the written submissions filed by them and the judicial file.
15. My issue wise findings are as under:
16. Since limitation goes to the root of the matter, it is taken up as the first issue for determination.
ISSUE No. 3"Whether the suit is barred by limitation? (OPD)."
17. The onus to prove this issue was on the defendant.
18. The plaintiff has pleaded cause of action arising from supplies under invoices dated up to 25-05-2016, followed by the CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 10 presentation and dishonor of cheque No. 206633 dated 19-09-2017 issued by the defendant and issuance of legal notice dated 12-10- 2017 by the plaintiff to the defendant, and failed mediation.
19. The defendants have successfully established that cheque No. 206633 was a security cheque provided in 2010 as a precondition for the dealership agreement, not issued in 2017 in discharge of the alleged liability as claimed by the plaintiff. In the cross-examination of PW-1 dated 12-04-2023, the authorized representative of the plaintiff company explicitly admitted that ".......It is correct that cheque no.206633 was given by the defendant to the plaintiff in the year 2010 as a security cheque. However, I do not know if the said cheque was blank cheque or not..........."
20. The aforesaid admission of PW-1, conclusively establishes that the cheque in question was a security from 2010, and the plaintiff's belated plea raised for the first time during final arguments that although originally a security cheque, one of the directors of defendant No. 1 later came to the plaintiff's office, filled it up, and handed it over for settlement is an afterthought, beyond pleadings, and beyond the scope of the plaint, evidence-in-chief, and documents filed. Such a plea cannot be permitted as it amounts to filling lacunae at the stage of arguments without any supporting pleading or contemporaneous evidence, violating principles under Order VI Rule 2 (1) CPC and settled law that parties are bound by their pleadings and cannot travel beyond them.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1121. The defendants' consistent stand in the written statement, that the two blank security cheques were provided in 2010, the said bank account was closed in 2015 with due intimation to the plaintiff, and the cheque was presented mala fide without notice to exert pressure, therefore sustains. Consequently, the dishonor of the cheque and the legal notice of demand dated 12-10-2017 sent by the plaintiff to the defendant, do not constitute a fresh or continuing cause of action to revive the limitation period, as there was no valid acknowledgment of debt under Section 18 of the Limitation Act, 1963, nor any new agreement. The cause of action must therefore be reckoned from the date of the last invoice, i.e., 25th May 2016 (as per article-14 of the Limitation Act,1963), from which three years expired on 25th May 2019. The suit filed on 30th March 2021, is thus barred by limitation.
22. Even for argument's sake it is assumed that the legal notice dated 12-10-2017 could be treated as a valid cause of action, three years limitation period then would have expired on 12-10-2020.
Further, if the period spent in pre-ins titution mediation from 15-01-2020 to 11-03-2020 (56 days) is also excluded under Section 12A of the Commercial Courts Act, 2015, then the limitation would extend to around 07-12-2020, and the suit filed on 30-03-2021 still falls outside this extended period.
23. The plaintiff has nowhere pleaded in the plaint any inability to file the suit within time due to the COVID-19 pandemic or sought CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 12 condonation on that ground. Even if this Court is to suo moto apply the benefit of the Hon'ble Supreme Court's orders in Suo Motu Writ Petition (Civil) No. 3/2020 (In Re: Cognizance for Extension of Limitation), whereby the period from 15-03-2020 to 28-02-2022 was excluded for computing limitation in all cases, the fundamental position remains unaltered because the 2017 cheque dishonor and legal notice of demand do not furnish a valid cause of action in light of the admitted security nature of the cheque and the afterthought plea. The limitation is thus firmly anchored to 25-05-2016 (date of the last invoice), expiring on 25-05-2019, rendering the suit barred. Hence the suit is liable to be dismissed on this ground alone.
24. Accordingly, this issue is decided in favour of the defendant and against the plaintiff.
ISSUE No. 1"Whether the plaintiff is entitled for recovery of Rs. 36,78,800/- alognwith interest from the defendant as alleged? OPP"
25. The onus to prove this issue was on the plaintiff.
26. If it is assumed for arguments sake that the suit is within limitation, even then , on merits, the plaintiff has failed to produce or prove on record any purchase order, requisition, or written demand from the defendants corresponding to the nine tax invoices marked as Ex. PW-1/2 (Colly.), which span from 29th October 2014 to 25th May 2016 and aggregate purported outstanding of Rs.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1337,59,119/-. Despite the specific denial in the written statement that the goods were never ordered by defendant No. 1 but were thrust upon them without consent, particularly the bulk stock of Rs. 25 lakhs after the Expodent 2016 exhibition against their request for only Rs. 5 lakhs worth of Ceramco 3 products, and despite the explicit suggestion put to PW-1 (the authorized representative of the plaintiff) during cross-examination on 12-04-2023 that no such purchase orders existed for these invoices, the plaintiff has not furnished any documentary or oral evidence whatsoever to establish that the supplies were made pursuant to any request, order, or requirement of the defendants. In the absence of such proof, the foundational basis of the plaintiff's claim that the goods were supplied "as per requirements and requests of the defendants" and duly accepted collapses, rendering the invoices self-serving and insufficient to establish a binding contract for sale under the Sale of Goods Act, 1930. This omission is fatal, especially in a commercial suit where the onus lies heavily on the plaintiff to demonstrate the existence of a valid transaction.
27. The defendants have duly proved on record the emails collectively exhibited as Ex. DW-1/6 (Colly.), which stand established as genuine and admissible. These emails emanate from the official email address of defendant No. 1 and are addressed to representatives of the plaintiff company, including Mr. T. Suraj, the Territory Sales Manager. The plaintiff has not given any specific CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 14 denial or suggestion during the evidence of DW-1 disputing the genuineness, authorship, or contents of these emails, nor has it led any contrary evidence, such as forensic analysis or rebuttal correspondence, to challenge their authenticity. Furthermore, the emails are duly supported by a certificate under Section 65B of the Indian Evidence Act, 1872, satisfying the requirements for electronic records. In the absence of any challenge or rebuttal, these emails constitute reliable contemporaneous evidence of the defendants' contemporaneous objections to the supplies and their efforts to mitigate the dispute.
28. One such email dated 06-10-2016, sent by the defendants to representatives of the plaintiff company, states verbatim:
"We wish to inform you that we wanted to place an order for Ceramco 3 Products under the Rs.5,00,000.00 scheme in early February this year. Instead, a bulk order for Rs.25,00,000.00 was thrust upon us at the fag end of the month with the assurance that your Territory Sales Manager Mr.T.Suraj will help us to liquidate the goods fast. Further, we were denied participation in Expodent in February 2016. Thus, your Invoice No.DL11-120733 dt.26/03/2016 for Rs.25,69,580 for Ceramco3 Products, besides other invoices for Deguvest Impact & Liquid, Liquid Sd Form, Brushes & Star Loy N totalling to another Rs.3,46,635.00, all of which we received only after the Expodent was over."
29. A subsequent email dated 10-05-2017, sent by the defendants to the plaintiff and forming part of Ex. DW-1/6 (Colly.), explicitly reads as under:
"Respected Sir, As per our discussions, we are herewith attaching a list of Slow Moving/Non Moving Stocks which we intend to retum.CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 15
Kindly arrange to send us the SRN Number. Thanking You, Alpride Healthcare Pvt. Ltd."
30. From the aforesaid emails, it is evident that the goods in question were delivered to the defendant by the plaintiff without any prior demand or order from the defendants, amounting to unsolicited and excessive stock that was thrust upon defendant No. 1 contrary to their limited request for Rs. 5 lakhs worth of products. The defendants promptly intimated their rejection and intention to return the slow-moving/non-moving stock, seeking a return authorization number (SRN), which constitutes a clear and timely communication of rejection to the seller under Section 42 of the Sale of Goods Act, 1930, which provides:
"The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them,"
31. The defendants' explicit intimation of rejection and request for return authorization negates any deemed acceptance. Instead, it amounts to a valid rejection of the goods under the aforesaid Act, relieving the defendants of any obligation to pay for unsolicited or excess supplies that were not in accordance with their requirements. This timely rejection, coupled with the absence of any purchase orders, further demonstrates that no enforceable liability arose in favor of the plaintiff.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1632. The plaintiff's reliance on the pending proceedings under Section 138 of the Negotiable Instruments Act, 1881, in CC No. 1676/2017 titled Dentsply India Pvt. Ltd. vs. Alpride Health Care Pvt. Ltd. before Ms. Namrita Aggarwal, SCJ-cum-RC, New Delhi, wherein it is alleged that the defendants (as accused) admitted that the stocks are lying with them and are thus they are liable qua the dues of the plaintiff company, is wholly misconceived and unsustainable.
33. Firstly, the plaintiff has not filed any certified copies of the pleadings, orders, or evidence from the said proceedings in the present suit, rendering any reference to them by means of photocopies/true copies, inadmissible and unproven. Even if the filings or statements made therein were to be considered for argument's sake, they cannot be looked into or relied upon in this suit as they are hit by Section 33 of the Indian Evidence Act, 1872, which states:
"Evidence given by a witness in a judicial proceeding, or before any person authorized by law to take it, is relevant for the purpose of proving, in a subsequent judicial proceeding, or in a later stage of the same judicial proceeding, the truth of the facts which it states, when the witness is dead, or cannot be found, or is incapable of giving evidence, or is kept out of the way by the adverse party, or if his presence cannot be obtained without an amount of delay or expense which, under the circumstances of the case, the Court considers unreasonable: Provided that the proceeding was between the same parties or their representatives in interest; and that the adverse party in the first proceeding had the right and opportunity CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 17 to cross-examine."
34. The aforesaid case u/s 138 N.I. Act, is a distinct criminal proceeding, and none of the preconditions (such as death or unavailability of the witness) are satisfied here. Statements or admissions, if any, made in the criminal complaint, cannot be imported to prove civil liability in this suit without proper proof and opportunity of cross-examination in the present context, more so when the cheque itself has been established as a 2010 security instrument rather than one issued in discharge of liability. This argument, therefore, does not advance the plaintiff's case on merits and is rejected outright.
35. As regards the defendant's email qua the claim of requirement of Rs. 5 Lakhs worth goods only, the same merely reflects a tentative inquiry or offer of receiving Rs. 5 lakhs worth goods and cannot justify awarding that amount, especially when the plaintiff has neither specifically claimed nor prayed for Rs. 5 lakhs in the plaint. It is settled law that courts cannot grant relief beyond the pleadings, as it would deny the defendant fair notice and violate basic principles of fairness. Moreover, the plaintiff's invoices and ledger entries are unclear qua the aforesaid Rs. 5 lakhs goods. The email, at best, indicates negotiation and not a clear or unequivocal admission of liability, and cannot cure these fundamental deficiencies.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1836. Accordingly, this issue is decided against plaintiff and in favour of the defendant.
ISSUE No. 2"Whether the plaintiff is entitled for directions to the defendant for supplying C-Form? (OPP)"
37. The onus to prove this issue was upon the plaintiff.
38. The plaintiff has pleaded that it is a registered dealer under the Central Sales Tax Act, 1956 (CST Act) and was required to collect and deposit IGST (or earlier CST) on interstate supplies. The prayer clause seeks a direction to the defendants to furnish 'C' Forms for the invoices in question, failing which the defendants be held liable to indemnify the plaintiff for any tax, penalty, and interest actually demanded and paid by the plaintiff to the tax authorities.
39. However, the plaintiff has not produced even a single document to substantiate this claim. No assessment order, show-cause notice, demand notice, or any communication whatsoever from the Sales Tax/GST authorities has been placed on record demonstrating that any differential tax demand has been raised against the plaintiff on account of non-issuance of 'C' Forms pertaining to these specific invoices. There is no evidence of any payment made by the plaintiff towards such differential liability, nor any quantification of the alleged loss suffered.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 1940. In the absence of proof of actual or impending tax liability attributable to the defendants' alleged default, the claim for a mandatory direction to issue 'C' Forms or for indemnity remains speculative and premature. Also , in view of my findings to issue no 3 and 1 the plaintiff has failed to discharge its onus.
41. Accordingly, this issue is also decided against the plaintiff and in favour of the defendants.
ISSUE No. 4"Whether there is no cause of action? (OPD)"
42. The onus to prove this issue was upon the defendants.
43. A cause of action comprises the bundle of essential facts which, if proved, would entitle the plaintiff to the relief prayed for. While the plaint, on its face, sets out averments of supply of goods, non-payment, cheque dishonour and legal notice sufficient to survive at threshold the real question is whether a subsisting, enforceable cause of action has been proved on evidence.
44. In view of the findings under Issue No. 3, the suit is barred by limitation, with the cause of action, if any, having arisen no later than the date of the last invoice (25-05-2016) and expiring on 25-05-2019. The cheque dated 19-09-2017 and legal notice dated 12-10-2017 do not constitute a fresh or continuing cause of action, as the cheque has been conclusively established (through PW-1's CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 20 admission in cross-examination on 12-04-2023) to be a 2010 security instrument, not issued in discharge of any liability in 2017. Its presentation was mala fide, given the plaintiff's knowledge of the account closure in 2015, and cannot revive a time-barred claim.
45. Further, as held under Issue No. 1, no enforceable debt or contractual obligation has been proved on merits. There is no purchase order or requisition for the goods, no acceptance (deemed or express) under Section 42 of the Sale of Goods Act, 1930 in fact, timely rejection and return intimation stand proved through the unchallenged emails Ex. DW-1/6 (Colly.).
46. Thus, while the plaint discloses a notional cause of action, the evidence led by the defendants and the failure of the plaintiff to rebut it demonstrate that no real, subsisting cause of action exists. Accordingly, this issue is decided in favour of the defendants and against the plaintiff.
ISSUE No. 5"Whether the suit is liable to be dismissed for reason of mis-joinder of parties? (OPD)"
47. The onus to prove this issue was upon the defendants.
48. The defendants contend that defendant No. 1, being a private limited company with a separate legal entity, was the sole party in dealings with the plaintiff, and defendant No. 2 (Managing CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 21 Director) has no personal liability, as there are no sufficient averments or evidence to lift the corporate veil on grounds of fraud, sham, or personal guarantee. They argue that impleading defendant No. 2 constitutes misjoinder, warranting dismissal of the suit.
49. Under Order I Rule 9 CPC, no suit shall be defeated by reason of misjoinder or non-joinder of parties (except necessary parties), and the court may deal with the matter in controversy so far as regards the rights and interests of the parties actually before it. Misjoinder is thus not a ground for outright dismissal of the entire suit; at best, it may lead to striking out the misjoined party under Order I Rule 10(2) CPC.
50. Here, while the plaint avers joint dealings and assurances by defendant No. 2, the evidence does not sufficiently establish personal liability to pierce the veil. However, given the findings under Issue No. 3 (suit barred by limitation) and Issue No. 1 (no entitlement to recovery on merits), which mandate dismissal of the suit in its entirety against all defendants, the question of misjoinder does not independently warrant dismissal. No prejudice to the defendants is demonstrated from the joinder, as the suit fails holistically.
51. Accordingly, this issue is decided against the defendants to the extent that misjoinder alone does not entail dismissal, but the suit stands dismissed on other grounds as held earlier.
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 22RELIEF
52. The plaintiff has not discharged its onus to prove a valid, enforceable claim. The suit, already barred by limitation as held under my findings to issue no.3, also fails independently on merits and is accordingly dismissed, with no order as to costs.
Decree sheet be prepared accordingly. Digitally
signed by
File be consigned to the record room. ASHUTOSH
ASHUTOSH KUMAR
KUMAR Date:
2026.01.21
16:48:47
+0530
(Announced in the open (Ashutosh Kumar)
Court) District Judge (Commercial Court)-1
West, Tis Hazari Courts, Delhi
21-01-2026
CS Comm No. 285/21 Dentsply India Pvt Ltd Vs Alpride Health Care Private Ltd & Ors Page No. 23