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1. Vide this judgment, I am deciding the suit for recovery of Rs. 16,29,352/- 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 the widest range of international quality raw materials and ingredients to restaurants and had built a stellar reputation over the years in the industry. The plaintiff company has also implemented year-round sustainability initiatives in their 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 defendant no. 1. The defendant no. 1 through defendant no. 2 approached M/s. Bright Hospitality Pvt. Ltd. (BHPL) i.e. Mr. Manmeet Singh Sethi, who is sole owner and franchisor of restaurant brand "The GT Road" (GTR), because it was desirous of being appointed as one of the franchisees for the brand and was interested in using the brand name to run a restaurant. One of the Director of BHPL is Mr. Manmeet Singh Sethi, who is also the Director of the plaintiff company. Pursuant to this , BHPL and the defendant no. 1, through defendant no. 2, entered into an oral franchise agreement to allow the defendant no. 1 to run a franchise of 'The GT Road' restaurant at Ambience Mall on certain terms and conditions. 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 their products and services for supplying goods and raw materials for the operational needs of 'The GT Road' franchise restaurant at Ambience Mall. In May 2018, the plaintiff and the defendant no. 1, through the defendant no. 2, entered into an oral agreement of supply of goods and raw materials required for the day to day operational needs of GTR franchise restaurant. 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 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 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 'The GT Road' 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 and officers of defendant no. 1 and 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 GTR franchise from time to time and raised various invoices upon defendant no. 1 between the period May 2018 to June 2019 which were accepted by the defendants. It is mentioned that the plaintiff started providing goods as early as May 2018. The ledger for the plaintiff company records the details of the goods supplied and corresponding payment received from 03.05.2018 till 27.06.2019. As per the ledger, the first delivery by the plaintiff company was made on 03.05.2018 for an amount of Rs. 560.20 paise. The first payment by defendant no. 1 towards pending invoices was made on 12.06.2018 for an amount of Rs. 2,93,213.41 paise. This payment was made to the previous account of the plaintiff company being ICICI Bank Account No. 400905500015. The plaintiff was lastly paid an amount of Rs. 10,227.73 paise on 27.06.2019. 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. 4,39,516.97 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. 7,49,306.74 paise was paid to the plaintiff towards pending bills in relations to GTR and another payment of Rs. 6591.94 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. 2,16,335.68 paise was made to the plaintiff towards pending GTR invoices. 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 the payment 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 had requested the defendants to make the payment. It is also mentioned that since BHPL owned the GTR restaurant brand, it would appear that BHPL were interested in ensuring that all the franchises using the GTR brand name be run in a profitable manner. Thus, it would appear that when defendant no. 2 was unable to make the GTR 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 'The GT Road' 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.

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 'The GT Road' franchise restaurant at Ambience Mall. 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 GTR restaurant. In May 2018, the Plaintiff and the Defendant No.1, through the Defendant No.2, entered into an oral agreement of supply of goods and raw materials required for the day-to-day operational needs of GTR franchise restaurant, 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 the Defendant No.1 would raise a purchase order electronically which would be visible to the concerned vendors) of raw material(s) directly. Such vendors) would supply raw material(s) 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 materials to the Defendants as per their instructions and such supply was to the complete satisfaction of Defendants. No complaints whatsoever were raised contemporaneously by any of the Defendants against the materials/ products and / or services provided by the Plaintiff."