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1. Vide this judgment, I am deciding the suit for recovery of Rs. 8,83,009/- along with interest filed by the plaintiff against the defendants.

2. In the plaint, it is mentioned that the plaintiff is a company duly incorporated under the provisions of the Companies Act, 2013 having its registered office at J-2/17-A G/F Rajouri Garden, New Delhi-110027. The plaintiff company is one of the leading suppliers of goods and raw materials to restaurants, bars and canteens, including supply of paper napkins, silver foils, vegetables, non-vegetarian products, milk products and utensils etc. The plaintiff company offers a wide range of international quality raw materials and ingredients to restaurants and has built a stellar reputation over the years in the industry. The plaintiff company has also implemented year-round sustainability initiatives in its production system to ensure less wastage, sustainability and high standards of business ethics. The present suit is filed by Mr. Manmeet Singh Sethi, who is Director of the plaintiff company. Mr. Deepak Khanna is the other Director of the plaintiff company. It is mentioned that the defendant no. 1 is a partnership concern and defendants no. 2 & 3 are its partners, who were in charge and responsible for the conduct of the affairs of defendant no. 1. The defendant no. 1 entered into a franchise and Restaurant Operating Agreement dated 01.12.2017 with M/s. Bright Hospitality Pvt. Limited (BHPL), one of whose directors is Mr. Manmeet Singh Sethi, who is also the director of the plaintiff company. According to this franchise and Restaurant Operating Agreement, defendant no. 1 was operating a cafe/restaurant situated at Ambience Mall, Gurugram, Haryana on a franchise basis and was utilizing the established branch/trade name belong to BHPL being 'AM PM'. It is mentioned that since the plaintiff was already engaged in the business of supplying raw materials and daily goods required in the running of restaurants including that of M/s. Bright Hospitality Pvt. Ltd., the defendants approached the plaintiff to avail its products and services for supplying goods and raw materials for the operational needs of 'AM PM' franchise restaurant. In March 2018, the plaintiff and the defendant no. 1, through the defendant no. 2, entered into an oral agreement for supply of goods and raw materials required for the day to day operational needs of 'AM PM' franchise restaurant. Pursuant to such oral agreement, the plaintiff has been providing to the defendant no. 1 products on regular basis, based on orders which were received from the defendant no. 1 from time to time. Such orders were received on the customized system software created by BHPL where the defendant no. 1 would raise a purchase order electronically which would be visible to the concerned vendor (s) of raw material(s) directly. Such vendor(s) would supply raw material(s) to the defendant no. 1 and raise a bill via email with the plaintiff. The plaintiff company provided goods and raw materials to the defendant no. 1 and raise a bill via email with the plaintiff. The plaintiff company provided goods and raw material to the defendants as per their instructions and such supply was to the complete satisfaction of defendants. No complaints whatsoever were raised by any of the defendants against the materials/products/ services provided by the plaintiff. The plaintiff did not execute a formal written agreement in relation to such set of transactions with the defendants, since it was acting on the mutual trust, assurances and representations of the defendants and the directors of the plaintiff company had a prior existing relationship with the defendants no. 2 & 3. The plaintiff also did not insist upon the defendants to enter into a written agreement since the oral agreement was being acted upon and performed by both the parties as demand of raw materials was raised by the defendants and payments towards such supply was made to the plaintiff. Pre-existing relationship between the principles of the plaintiff, through BHPL, and the defendants was already established for the running of 'AM PM' franchise at Ambience Mall. It is mentioned that the plaintiff supplied market standard products as per the requirements of the defendants, and the defendants did not make any contemporaneous complaints, save and except some minor supply related aspects, which would be addressed immediately with the satisfaction of the defendants by the plaintiff. As per the plaintiff, there were no outstanding issues at the end of the defendants in respect of supply of products. The understanding and continuing commercial relationship between plaintiff and the defendant no. 1 is demonstrated by contents of communications and emails exchanged between the officers of plaintiff and defendants no. 2 & 3, including in a WhatsApp group established on 09.05.2018 for all purchase related issues involving 'AM PM' franchise restaurant at Ambience Mall. The plaintiff company also maintained the ledgers as well as record of payments maintained in relation to the same. The plaintiff had been maintaining a running mutual, open and current account with defendant no. 1 in respect of which statement of account/ ledger is regularly maintained with the plaintiff company. The plaintiff company during the normal course of business sold goods and raw materials for operational needs of the 'AM PM' franchise from time to time and raised various invoices upon defendant no. 1 between the period March 2018 to June 2019 which were accepted by the defendants. The ledger for the plaintiff company records the details of the goods supplied and corresponding payment received from April 2018 till 27.06.2019. As per the ledger, the first payment by the defendant no. 1 was made on 03.05.2018 in two trances of Rs. 1,48,238/- and Rs. 9,77,862/- towards amounts due on pending invoices. This payment was made to the previous account of the plaintiff company being ICICI Bank Account No. 400905500015. The plaintiff was lastly paid on 27.06.2019 in plaintiff's HDFC bank account bearing A/c No. 50200031819454 towards payment of pending invoices up to February, 2019. The plaintiff further averred that WhatsApp messages exchanged between Mr. Manmeet Singh Sethi and defendants no. 2 & 3 also show that the oral agreement for supply of goods was being acted upon. On 15.11.2018, defendant no. 2 informed Mr. Sethi that he would make payments to the plaintiff company and as per the ledger an amount of Rs. 1,49,709.65 paise was received from defendant no. 1 on 16.11.2018. On 10.04.2019, defendant no. 3 sent a message to Mr. Sethi that an amount of Rs. 4,50,484.22 paise was paid to the plaintiff towards pending bills in relations to 'AM PM' and another payment of Rs. 10,659 was made on 17.04.2019. On 25.04.2019, defendant no. 3 had written that it will take 2-3 days for them to arrange the money to pay plaintiff's pending dues and as per the ledger on 30.04.2019 an amount of Rs. 1,25,364.60 paise was made to the plaintiff. As per plaintiff while payments were always due in the ledger, the plaintiff kept receiving payments towards pending invoices from time to time. The defendants made payments till July 2018. However, after July 2018 the payments were delayed and none of the invoices were cleared in timely manner. By March 2019, the defendants were postponing payments on pending invoices on some pretext or other, including claims that they did not have sufficient funds. It is mentioned that from time to time the directors of the plaintiff had requested the defendants no. 2 & 3 to clear invoices. In the WhatsApp messages the defendant no. 2 has admitted that payments were delayed and directors of the plaintiff has requested the defendants to make the payment. It is also mentioned that since BHPL owned the 'AM PM'restaurant brand, it would appear that BHPL were interested in ensuring that all the franchises using the 'AM PM' brand name be run in a profitable manner. Thus, it would appear that when defendant no. 2 was unable to make the 'AM PM' Ambience Mall franchise profitable, Mr. Manmeet Sethi, in his role as a Director of the plaintiff company, offered some financial and management support from time to time as a friend and as a business partner. The record also reveals that there was no contractual obligation to offer such support and it was clear that any such offer was purely bona fide. It is also clear that Mr. Sethi wanted to prevent further losses and paid some money to the defendants on the condition that he would be repaid when 'AM PM' was generating profits. It is mentioned that such monies were offered by Mr. Sethi so that the plaintiff company could recover its dues from the defendant no. 1 and pay off the vendors from whom the goods were purchased since payments to such vendors could not be delayed. Despite such aid, the defendants have neither been able to continue running 'AM PM' franchise restaurant at Ambience Mall profitably, which was ultimately unilaterally shut down at the onset of the Covid-19 pandemic in March 2020, nor defendants have cleared the dues of the plaintiff company. The plaintiff has raised a total bill of Rs. 1,32,30,890/- out of which the plaintiff has received an amount of Rs. 1,23,47,881/-. It is mentioned that defendants have deliberately failed to make the complete payments and as on date a sum of Rs. 8,83,009/- qua the invoices relating to the 'AM PM' franchise is still due and payable by defendants relating to the goods supplied from the period 03.03.2019 to 13.06.2019. As per the plaintiff, it is entitled for an amount of Rs. 8,83,009/- on account of unpaid invoices for the period from 03.03.2019 to 13.06.2019. It is mentioned that on 20.08.2019 an official of defendant no. 1 sent an email to Mr. Deepak Khanna, Director of the plaintiff company, attaching a Debit Note. This Debit Note was deliberately dated 31.03.2019, almost five months before it was sent. In this Debit Note No. Misc/DN/8, the defendant no. 1 claimed that a sum of Rs. 29,21,588.84 paise ought to be reduced from the balance due from defendant no. 1, alleging that there was overbilling from market retail price as printed on the items/ agreed rates against the items supplied in the year 2018-2019. As per the plaintiff, this debit note was issued in respect of goods supplied by the plaintiff for two restaurants operated by defendant no. 1, 'AM PM' and 'The GT Road'. It is mentioned that prior to issuance of this Debit Note, defendant no. 1 had not raised any complaint disputing the invoices raised. As per the plaintiff these delayed Debit Notes were issued wrongfully by the defendants to deny the payment. It is mentioned that after delivery of items by the plaintiff on 13.06.2019, it stopped supplying goods to the defendants. The invoices raised in the months of March, April, May and June, 2019 remain unpaid till date. It is mentioned that on 09.07.2019, an email was sent by an official from the plaintiff to the official of defendant no. 1, seeking statement of account and balance confirmation as on 31.03.2019. On 18.07.2019, an official of defendant no. 1 confirmed that an amount of Rs. 23,86,639.19 paise was due from the defendant no. 1 to the plaintiff as on 30.06.2019 in relation to both 'AM PM' and GTR restaurants. Since this amount did not match the plaintiff's ledger, another email was addressed by an official from the plaintiff company on 18.07.2019 for balance reconciliation, which clearly records that as on 30.06.2019, an amount of Rs. 8,81,033/- was due from Defendant No. 1 qua 'AM PM' restaurant invoices (total amount of Rs. 25,10,270/- in relation to both 'AM PM' and GTR restaurants). On 29.07.2019, the accounts officer of defendant no. 1 addressed other email reiterating the balance confirmation as on 31.03.2019. It is mentioned that the defendants have deliberately failed to pay the outstanding dues of the plaintiff. All the goods and material supplied by the plaintiff were received and utilized by the defendants to their satisfaction. On 22.02.2022, the plaintiff has filed pre-institution mediation as per Section 12A of the Commercial Courts Act. The matter was listed for appearance of defendant company on 21.03.2022 and 13.04.2022, however the defendants failed to appear despite issuance of notice as a result of which, non-starter report was issued by the DLSA, West District, Tis Hazari Courts on 13.04.2022. As per the plaintiff, it is entitled for a sum of Rs. 8,83,009/- from the defendants. Plaintiff has also claimed interest @ 18% per annum till 28.05.2022 which comes to Rs. 5,06,894/-. It is prayed by the plaintiff to pass a decree of Rs. 13,89,904/- in its favour and against the defendants. The plaintiff has also claimed pendente-lite and future interest @ 18% per annum.

24. The second contention raised by the Ld. Counsel for the defendants is that plaintiff entrapped the defendants by taking control of entire management and operations. Further, plaintiff failed to supply contracted rates of the goods to the defendants. On the other hand, Ld. Counsel for the plaintiff has converted this allegation and argued that defendants were dully involved in day-to-day business activity. It is also argued that as such there were no contractual rate contract between the plaintiff and the defendants. Ld. Counsel for the defendants have drawn my attention towards Paragraph no. 6 of the plaint wherein it is stated that order placed by the defendant were received to the plaintiff on a customized software created by BHPL. Paragraph 6 of the plaint is reiterated as below: -

"6. That since the Plaintiff was already engaged in the business of supplying raw materials and daily goods required in the running of restaurants, bars, and canteens, including that of M/s Bright Hospitality Pvt. Ltd., the Defendants approached the Plaintiff, to avail their products and services for supplying goods and raw materials for the operational needs of 'AM PM' restaurant franchise. The Plaintiff believes that the Defendants approached the Plaintiff for the purpose of supply of raw materials and daily goods since they may have wanted to maintain the same quality of food and services as in the flagship restaurant "AM PM". In March 2018, the Plaintiff and the Defendant No.1, through the Defendant No.2, entered into an oral agreement for supply of goods and raw materials required for the day-to-day operational needs of 'AM PM' franchise, including paper napkins, silver foils, Kot Printer roll with carbon, raw vegetables, non-vegetarian products, milk products, utensils, etc. Pursuant to such oral agreement, the Plaintiff has been providing to the Defendant No.1, products on a regular basis, based on orders which were received from the Defendant No.1 from time to time. Such orders were received on the customized system software created by BHPL where Defendant No.1 would raise a purchase order electronically which would be visible to the concerned vendors of raw materials directly. Such vendors would supply raw material) to the Defendant No.1 and raise a bill via email with the Plaintiff. It is imperative to state herein that the Plaintiff Company provided goods and raw material to the Defendants as per their instructions, and such supply was to the complete satisfaction of the Defendants. No complaints whatsoever were raised contemporaneously by any of the Defendants against the materials / products and/or services provided by the Plaintiff.