Kerala High Court
Claudia Z. Springer vs Voizzit Technology Private Limited on 23 July, 2025
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O.P.(C) NO.1377 OF 2025
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE K. NATARAJAN
WEDNESDAY, THE 23RD DAY OF JULY 2025 / 1ST SRAVANA, 1947
O.P.(C) NO.1377 OF 2025
(AGAINST THE ORDER/JUDGMENT DATED IN CS NO.118 OF 2024
OF ASSISTANT SESSIONS COURT/PRINCIPAL SUB COURT /
COMMERCIAL COURT, ERNAKULAM)
PETITIONER/2nd DEFENDANT:
CLAUDIA Z. SPRINGER, AS CHAPTER 11 TRUSTEE,
NOVO ADVISERS CORPORATE HEAD QUARTERS, 401 N,
FRANKLIN STREET, SUITE 4, EAST CHICAGO,
ILLINOIS, PIN - 60654
BY ADV SMT.ANITHA MATHAI MUTHIRENTHY
RESPONDENTS/PLAINTIFF AND DEFENDANTS 1, 3-7:
1 VOIZZIT TECHNOLOGY PRIVATE LIMITED,
(CIN U72900KL2020PTC061966) 48/1391, 1C,
PLUMFLOWER, MATHER CONSTRUCTIONS PVT LTD,
OPPOSITE GOLD SOUK, VYTTILA, ERNAKULAM, KERALA, INDIA,
PIN-682 019, THROUGH ITS MANAGING DIRECTOR
RAJENDRAN VELLAPALATH, AGED 51 YEARS, S/O BALAKRISHNAN NAIR,
VELLAPPALATH HOUSE, KANNIPARAMBA P.O., MAVOOR VIA,
KOZHIKODE, KERALA, (REGISTERED ADDRESS IS DOOR NO 25/14,
OHM NIVAS, KT GOPALAN ROAD, KOTTOOLI, KUTHIRAVATTOM,
KOZHIKODE, KERALA, INDIA, 673 016)
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2 VOIZZIT INFORMATION TECHNOLOGY LLC,
(COMMERCIAL LICENSE NO. 1047170) OFFICE NO.732,
BUSINESS VILLAGE, B BLOCK DEIRA, DUBAI, UAE,
THROUGH ITS MANAGING DIRECTOR RAJENDRAN VELLAPALATH,
AGED 51 YEARS, S/O BALAKRISHNAN NAIR, VELLAPPALATH HOUSE,
KANNIPARAMBA P.O., MAVOOR VIA, KOZHIKODE,
KERALA, PIN - 673 661
3 THINK & LEARN PRIVATE LIMITED,
IBC KNOWLEDGE PARK, 2ND FLOOR, TOWER D, 4/1,
BANNERGHATTA MAIN ROAD, BANGALORE, KARNATAKA,
REPRESENTED BY ITS MANAGING DIRECTOR
(INCORRECTLY REPRESENTED IN THE COMMERCIAL SUIT VOIZZIT
TECHNOLOGY PVT LTD V. THINK AND LEARN PVT LTD C.S. 118/2024
BY ITS MANAGING DIRECTOR. RESPONDENT NO. 3 IS CURRENTLY
UNDERGOING THE CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER
THE PROVISIONS OF THE INSOLVENCY & BANKRUPTCY CODE, 2016 AND
IS BEING IMPLEADED THROUGH ITS RESOLUTION PROFESSIONAL -
MR SHAILENDRA AJMERA), PIN - 560 029
4 GOOGLE INDIA PRIVATE LIMITED,
3RD FLOOR, PRESTIGE SIGMA, NO. 3, VITTALMALLYA ROAD,
BANGALORE, REPRESENTED BY ITS MANAGING DIRECTOR
(REGISTERED ADDRESS IS NO. 3, RMZ INFINITY - TOWER E,
OLD MADRAS ROAD, 4TH & 5TH FLOORS, BANGALORE,
KARNATAKA, INDIA), PIN - 560 016
5 AMAZON INDIA PRIVATE LIMITED,
THROUGH ITS INDIA HEAD, HAVING OFFICE AT 8TH FLOOR,
BRIDGE GATE WAY 26/1, BRIDGE WARD TRADE CENTER,
DR. RAJKUMAR ROAD, BANGALORE, REPRESENTED BY ITS MANAGING
DIRECTOR (THE NAME OF RESPONDENT NO.5 HAS BEEN CORRECTED ON
10 APRIL 2025 TO 'AMAZON SELLER SERVICES PRIVATE LIMITED' IN
THE COMMERCIAL SUIT VOIZZIT TECHNOLOGY PVT LTD V. THINK AND
LEARN PVT LTD C.S. 118/2024 BY WAY OF I.A. NO.7 OF 2025),
PIN - 560 055
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6 MICROSOFT CORPORATION (INDIA) PRIVATE LIMITED,
807, NEW DELHI HOUSE, NEW DELHI, REPRESENTED BY ITS MANAGING
DIRECTOR (REGISTERED ADDRESS IS T-10 AND T-11, 3RD FLOOR,
MALIK BUILDCON PLAZA 1, PLOT NO.2, POCKET 6, SECTOR 12,
DWARKA, N.S.I.T. DWARKA, SOUTH WEST DELHI,
NEW DELHI, INDIA), PIN - 110 078
7 STRIPE PAYMENT INDIA PRIVATE LIMITED,
UNIT NO.102, 1ST FLOOR, TOWER 1, ONE INTERNATIONAL CENTRE,
SENAPATHI BAPAT MARG, LOWER PAREL, MUMBAI - 400 013
MAHARASHTRA, REPRESENTED BY ITS MANAGING DIRECTOR,
(INCORRECTLY NAMED IN THE COMMERCIAL SUIT VOIZZIT TECHNOLOGY
PVT LTD V. THINK AND LEARN PVT LTD C.S. 118/2024 AS STRIPE
PAYMENT INDIA PVT. LIMITED, THE NAME OF THE RESPONDENT NO.7
IS 'STRIPE INDIA PRIVATE LIMITED' AND THE REGISTERED ADDRESS
IS PRESTIGE TECH PACIFIC PARK, 11TH FLOOR, BUILDING NO. 2,
KADUBEESANAHALLI VILLAGE, VARTHUR, HOBLI, BANGALORE EAST
TALUK, PANATHUR, BANGALORE, KARNATAKA, INDIA), PIN - 560 103
8 APPLE INDIA PRIVATE LIMITED,
19TH FLOOR, CONCORDE TOWER C, UB CITY, NO.24 MUNICIPAL NO.6,
CUBBON ROAD, MAHATMA GANDHI ROAD, BANGALORE NORTH,
KARNATAKA, INDIA, 560001, REPRESENTED BY ITS MANAGING
DIRECTOR, (REGISTERED ADDRESS IS 13TH FLOOR, PRESTIGE MINSK
SQUARE, MUNICIPAL NO.6, CUBBON ROAD, MAHATMA GANDHI ROAD,
BANGALORE NORTH, KARNATAKA, INDIA)
BY ADVS.
SHRI.P.V.ANOOP
SRI.PHIJO PRADEESH PHILIP
SHRI.ABIN BENNY
SHRI.K C MOHAMED RASHID
SHRI.DENNISE JACOB SAVY
THIS OP (CIVIL) HAVING FINALLY HEARD ON 3.7.2025, THE COURT ON
23.07.2025, DELIVERED THE FOLLOWING:
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JUDGMENT
(Dated: 23rd July, 2025) This petition is filed by the petitioner/2nd defendant, pray- ing the court to dismiss the Commercial Suit bearing No. C.S.118 of 2024, pending on the files of the Commercial Court, Ernakulam, or directing the trial court to dismiss the suit filed by respondent Nos.1 and 2, pending on the files of the Commercial Court, Ernakulam.
2. Heard the arguments of the learned counsel appearing for the petitioner and the counsel appearing for the respondents.
3. The case of the petitioner is that, the petitioner is 5 O.P.(C) NO.1377 OF 2025 2025:KER:54506 duly appointed Chapter-11 trustee of the bankruptcy estates of 3 (three) entities, namely, Epic Creations, Inc., Neuron Fuel, Inc., and Tangible Play Inc. (collectively Epic and Neuron - U.S. Debtor Companies); which were U.S. Debtor Compa- nies. The petitioner is not in the individual capacity, but solely in the capacity as Chapter-11 Trustee of the U.S. Debtor Com- panies. The petitioner is a Principal in the Philadelphia Office of Novo Advisors, a restructuring-focused consulting firm, and prior there to the petitioner practiced bankruptcy law for more than 40 years, including as a partner at Reed Smith LLP and Duane Morris LLP. The petitioner has been appointed as a Chapter-11 Trustee for the U.S. Debtor Companies by the United States Bankruptcy Court for the District of Delaware, 6 O.P.(C) NO.1377 OF 2025 2025:KER:54506 (Delaware Bankruptcy Court U.S.) by order dated 07.10.2024.
4. The further case of the petitioner is that the 1st respondent company, namely Voizzit Technology Private Limited, (Voizzit India), is a company incorporated under the provisions of the Companies Act, 2013, in India. The 2nd respondent is Voizzit Information Technology LLC (Voizzit UAE) and together with Voizzit India - (Voizzit Entities) is a company incorporated in the United Arab Emirates, the sister concern of Voizzit India, and both respondents wanted to file the suit against the 1st defendant and show the present petitioner as 2nd defendant before a Commercial Court and also against respondent Nos. 4 to 9. Rajendran Vellapalath is the founder, owner, and managing director of Voizzit Entities. 7 O.P.(C) NO.1377 OF 2025 2025:KER:54506
5. The 3rd respondent, Think And Learn Private Limited, is a company incorporated under the provisions of the Companies Act, 1956, currently undergoing the Corporate Insolvency Resolution Process under the provisions of Insolvency and Bankruptcy Code, 2016 (Bankruptcy Code). Think And Learn is being impleaded through its Resolution Professional, Mr. Shailendra Ajmera. The 4th respondent i.e., Google India Private Limited, is a company incorporated under the provisions of the Companies Act, 1956, in India. The 4th respondent does not have any contracts or provide any services to the U.S. Debtor Companies. The 5th respondent/Amazon India Private Limited, named as Amazon India, is a company incorporated under the provisions of the 8 O.P.(C) NO.1377 OF 2025 2025:KER:54506 Companies Act in India, and does not have any contracts with or provide any services to the U.S. Debtor Companies. The 6th respondent/Microsoft Corporation (India) Private Limited, is a company incorporated under the provisions of the Companies Act, 1956, in India, and does not have any contracts with or provide any services to the U.S Debtor Companies. The 7th re- spondent i.e., Stripe India Private Limited, is also incorporated under the provisions of the Companies Act and does not have any contracts or provide services to the U.S. Debtor Companies. The 8th respondent, Apple India Private Limited, also incorporated under the provisions of the Companies Act, 1956, in India, does not provide any contracts or services to the U.S. Debtor Companies.
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6. The further case of the petitioner is that respondent Nos.4 to 8 have no contacts with U.S. Debtor Companies and provide any services; they are only formal and pro forma parties impeded in the suit by respondent Nos.1 and 2. The petitioner is also not seeking any relief against respondents Nos.3 to 8, and is only seeking a remedy against respondents Nos.1 and 2. The further case of the petitioner is that the 2nd defendant appointed as a Chapter-11 Trustee of U.S. Debtor Companies, is required to operate, manage, supervise all aspects of the business of the entities, and oversee their reorganization in accordance with the Bankruptcy Law of the United States. Respondents 1 and 2 initiated a commercial suit with the sole intention of disrupting the bankruptcy process of 10 O.P.(C) NO.1377 OF 2025 2025:KER:54506 the U.S. Companies in the breadth contempt of the orders of the Delaware Bankruptcy Court. The managing director of the plaintiff Nos.1 and 2, Rajendran, has not only participated in the proceedings before Delaware Bankruptcy Court and acted in violation of the orders of the U.S. Bankruptcy Court. The petitioner further contended that a commercial suit ought not to be permitted to continue since the same is a clear abuse of the process of the court and puts the learned Commercial Court against the U.S. Courts. The Commercial suit essentially requires the Commercial Court to sit in the appeal over the orders of the Delaware Bankruptcy Court, which stands contrary to the principles of the 1st respondent's Committee. Respondents 1 and 2, i.e., plaintiffs, are restrained from 11 O.P.(C) NO.1377 OF 2025 2025:KER:54506 further contempt of the Delaware Bankruptcy Court orders continuing to proceed with the Commercial Suit and by using the judicial forum of a Commercial Court, pursuant to its con- tempt of the U.S. Court. Hence, the petitioner approached this Court for dismissing the suit filed by respondents 1 and 2 / plaintiffs.
7. The counsel on behalf of the petitioner argued that, once the U.S. Court has already passed the order, appointing the petitioner as Trustee of the Three Debtor Companies, the MD of the plaintiff's company had already participated in the proceedings in U.S., and filed replies. But, suppressing the same, he has filed the suit in the Commercial Court, nothing but a violation of the U.S. Court order. The petitioner has 12 O.P.(C) NO.1377 OF 2025 2025:KER:54506 nothing to do with the first defendant company. There is no relationship between defendants 1 and 2 in respect of the dispute between the plaintiff and 1st defendant. Therefore, adding the petitioner as 2nd defendant in the suit is not correct, which is nothing but an abuse of process of law. Therefore, the court should invoke the provisions of Article 227 of the Constitution of India to quash the plaint. In support of his contention, the learned counsel for the petitioner relied upon the several judgments of the Hon'ble Supreme Court.
8. Per contra, learned counsel for the respondent has seriously objected the petition, mainly on the ground that the 1st defendant company is the authorized person to sell the 13 O.P.(C) NO.1377 OF 2025 2025:KER:54506 products of the three above said U.S. companies and the 2nd defendant trying to sell the product of the 1st defendant company without the knowledge of the petitioner/plaintiff's company. The 1st defendant is a Private Limited Company, and the 2nd defendant is a Trustee of Epic Creations was appointed as per Chapter-11 Trustee of Epic Creations, Tangible play, and without legitimate authority over the assets and operations, which are validly owned by the plaintiff. The 3rd defendant is the Cloud Service Application Platform, which is used by Epic Creations and Tangible Play for online education purposes. The 4th defendant is the agent for selling the platforms, which are used by Epic Creations and Tangible Play for online education purposes. The other defendants are also providing 14 O.P.(C) NO.1377 OF 2025 2025:KER:54506 services to Epic Creations and Tangible play. The 2nd plaintiff had acquired rights held by Sri.Raju Ravindran, who in turn had acquired rights by way of a recovery class in a loan agreement entered into between Think And Learn Private Limited/the 1st defendant company. The Epic Creations and Tangible Play are two online education platforms providing tutorials and other educational content to their users in a prepaid manner by way of subscriptions. On the strength of the Promotion Cum Sale Agreement between 1st plaintiff and the defendant, the user can avail services through the domains of Amazon Play, Google Play, and Apple Stores. The 2nd defendant has listed the products and websites with the terms stipulated by the service providers, and the plaintiff was denied 15 O.P.(C) NO.1377 OF 2025 2025:KER:54506 access to the Stripe account with account ID and has been transferred to [email protected].
9. The counsel for the petitioner further contended that the subsequent conduct of the service providers has rendered the entire activity of the Voizzit information technology, as well as the 1st plaintiff, to a stand still. The 1st plaintiff, through the 2nd plaintiff, on an enquiry had identified the stripe account ownership, held in the name of the 2nd plaintiff, is now illegally transferred to the name of Jagrell. The above said name is nothing but a Mail ID provided by Nova Advisor. The stripe account number held by the 2nd plaintiff has no connection with the Nova Advisor. The plaintiff has not assented to any such transfer through any more. The plaintiff had purchased 16 O.P.(C) NO.1377 OF 2025 2025:KER:54506 rates held by Riju Raveendran in Think and Learn Private Lim- ited by way of a deed /loan agreement dated 04.09.2023. The agreement has having default clause, the creditor has having right of conversion, executable by issuance of a written notice. Invoking the legal mandate, the 2nd plaintiff had acquired legitimate ownership of two portals promoting education and knowledge through mobile applications and other software held by the 1st defendant and three companies also domain portfolio was held by the 2nd plaintiff. Subsequently, on 01.08.2024, the plaintiff Nos.1 and 2 entered into a sale agreement and jointly enjoyed the benefits of the sale of software and the user fee had been collected. At this juncture, access to the plaintiff's portfolio registered with the service 17 O.P.(C) NO.1377 OF 2025 2025:KER:54506 providers like Google Cloud Platform, Amazon Web Services, Microsoft Azure, and cloud services were ended abruptly without any notice. The application providers are the platforms held by Apple Play Store, Google Play Store, Amazon Apps Store till 25.10.2024. The applications and products of the 2nd plaintiff marketed by the 1st plaintiff were available and accessible to the users of the domains. The plaintiff, on an enquiry understood that on 29.10.2024, the Delaware Bankruptcy Court in U.S. appointed the 2nd defendant as Trustee for the U.S. subsidiaries under Chapter-11 of the United States Bankruptcy Court. Based on the above, the 2nd defendant applied for authorization to enter into a debtors in possession/credit agreement for the purpose of availing a 18 O.P.(C) NO.1377 OF 2025 2025:KER:54506 credit facility from a financing company to run other operations.
10. It is further contended that the Delaware Bankruptcy Court has considered the application, which was filed by GLAS Trust Company LLC, claiming to be the creditor of a company registered in Delaware named Byju's Alpha Inc. The above company is claimed to be creditor to the first defendant by way of an agreement dated 09.11.2021, and the application was opposed by the 2nd plaintiff, raising contention that Epic Creations Inc. and Tangible Play Inc. are registered with the Territorial Jurisdiction of India. The 2nd plaintiff has acquired the rights by virtue of the loan agreement. The predecessor in interest of the plaintiff has an exclusive right; moreover, the 19 O.P.(C) NO.1377 OF 2025 2025:KER:54506 2nd defendant has no legal right or right to claim authorization to enter the credit agreement.
11. The GLAS Trust Company LLC, which moved Bankruptcy Court in U.S., and appointed the trustee, was not having the requisite percentage of voting from the creditors as contemplated in the Bankruptcy Court. The 2nd plaintiff had raised the contention that the Trustee, who was appointed, claimed to be representative of the majority of creditors. The majority of creditors of the 1st defendant have not concurred in the actions initiated by the 2nd defendant.
12. It is further contended that the attempt of the 2nd defendant is to procure an order and interfere in the business and to sell the intellectual properties and website to the rival 20 O.P.(C) NO.1377 OF 2025 2025:KER:54506 companies at a nominal rate. The 2nd plaintiff had approached the legal forums and obtained the directions and judicial defi- nitions to that effect. The 2nd plaintiff is the legal owner of Epic Creations and Tangible Play, which are operating websites www.getapick.com and www.playosmo.com. Both websites are being operated by paying the requisite fee and other incidental charges payable through Stripe. The security and other precaution measures are handled by the Operating Software Management Infrastructure named Cloudflare and the domain management is held by IT company named 'Godaddi'. The 2nd defendant had issued communications claiming to be the owner of the site, the Epic Creations functions through the website www.playosmo.com, and the 21 O.P.(C) NO.1377 OF 2025 2025:KER:54506 interference of the 2nd defendant has caused a complete shutdown of the above site and denied access to the payment processing interface. This has directly affected the business of the plaintiff, and also more than 50,000 educational institu- tions have lost their access to the materials and the subjects uploaded through the above website. The resources and materials, especially the study materials developed by more than 3,00,000 teachers across the world, are being uploaded. The login is password-protected for each individual user ID. The academic careers of millions of students are also now in dilemma since access to the website is being interfered with by the 2nd defendant. However, the actions of the 2nd defendant caused the entire business of the plaintiff to a standstill. The 22 O.P.(C) NO.1377 OF 2025 2025:KER:54506 letter issued has caused an abrupt and end users of the domain, website, and other incidental services issued by the service provider that defendant Nos.3 to 5, resulting in loss, equivalent to billions of rupees. Hence, the plaintiffs are under bank- ruptcy. The plaintiff is a registered legal entity having a registered office at Ernakulam.
13. The 1st plaintiff acquired by the illegal, arbitrated denial of access to the domain and website - www.gete- pick.com and www.playosmo.com. Most of the employees and working capital of the 1st plaintiff are situated within Ernaku- lam. The plaintiff has lost their access to the domains legitimately owned by them and is now required to get a declaration and a consequential leave of mandatory and 23 O.P.(C) NO.1377 OF 2025 2025:KER:54506 prohibitory injunction from the court.
14. The transactions between the plaintiff and defend- ants are exclusive, commercially in nature, and documents produced along with the plaint produce some documents/ contents filed in the suit seeking various reliefs along with the mandatory injunction, suit for declaration to declare that the 2nd plaintiff has observed right over the Epic Creations Inc and Tangible Play Inc, but not limited to the domains or website www.getepic.com and www.playosmo.com and also mandatory injunction.
15. The respondent also filed an application for granting injunction against the petitioner for staying the 2nd defendant/petitioner in the proceeding to sell the products of 24 O.P.(C) NO.1377 OF 2025 2025:KER:54506 the first defendant. Accordingly, the respondent/plaintiff approached this court and this court stayed the sale proclamation and directed the Commercial Court to dispose of the IA within a time bound. Meanwhile, the petitioner approached the Hon'ble Supreme Court and got set aside the order of this court and the Hon'ble Apex Court directed this court to give an apportionment to the petitioner to hear and dispose of the petition. Accordingly, the petitioner appeared before this court. The earlier original petition has been disposed of by this court by giving direction, and in view of setting aside the order, the respondent plaintiff withdrew the said petition as it became infructuous, as the petitioner had already sold the property or goods.
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16. The counsel for the petitioner is seriously contented that the petitioner is the Trustee of three U.S. based companies appointed by U.S. Insolvency Court/ Delaware, and the plaintiffs have filed the suit here, indirectly staying the order of the NCLT Court at Delaware. The plaintiff is also a party in the NCL Proceedings at Kochi. Such being the case, the respondent cannot maintain the suit against the petitioner, and the petitioner/2nd defendant is not a necessary party to the proceedings of the suit. The Delaware Court passed an order on 12.11.2024, where the MD of the plaintiff appeared and obtained time from the U.S. Court, but by suppressing the fact, filed the suit at Ernakulam. Therefore, the suit at Ernakulam is not maintainable against the petitioner. 26 O.P.(C) NO.1377 OF 2025 2025:KER:54506
17. The plaintiff, though, undertook to contest the matter before the U.S. Court, but he has violated the order of the U.S. Court. A contempt petition/contempt proceedings against the plaintiff have been initiated. By suppressing the same, the suit is filed by the plaintiff in Cochin, which is not maintainable. Therefore, the suit against the petitioner is liable to be dismissed. The learned counsel for the petitioner also contended that the petitioner cannot exercise the right under Order VII Rule 11 of CPC, for seeking rejection of the plaint as the suit is barred by foreign law, but not Indian law. Therefore, he has no other option but to approach the High Court for quashing the plaint against the petitioner. Hence, prayed for quashing the plaint against the petitioner. 27 O.P.(C) NO.1377 OF 2025 2025:KER:54506
18. Per contra, learned counsel for the respondent objected to the petition, contending that the plaintiff has filed the suit against the first defendant, where there is a commercial agreement between them in respect of the orders of the 1st defendant, where the 2nd defendant is trying to alienate the or- ders of the 1st defendant. Therefore, they are constrained to file the suit against the defendants. The other defendants are service providers to the U.S. Companies. Though the Bankruptcy Court in U.S. has been appointed, the 2nd defendant as a trustee, he is not a Trustee of the 1st defendant, but the plaintiff has the right over the 1st defendant's products. There is no other option for them to file the suit to establish their rights. But, if the products are sold and they are not given 28 O.P.(C) NO.1377 OF 2025 2025:KER:54506 access to the website, the plaintiff will be put into hardship and loss. It is also contended that 2nd defendant has already filed a written statement disputing the fact, and the Commercial Court is required to frame the issues and lead the evidence. There- fore, at this stage, the court cannot quash the plaint. Learned counsel also contended that the plaintiff cannot invoke the provisions of Article 227 of the Constitution of India for quashing the plaint. The High Court cannot go into the controversy of admitted and disputed facts. Therefore, the very petition is not maintainable; hence, prayed for dismissal of the petition.
19. Having heard the arguments and perused the records, the point that arises for consideration is: 29
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i) Whether the petitioners made out a case for quashing the plaint in C.S. No.118 of 2024 filed by the respondent in the Commercial Court?
20. On a personal of the records, and hearing the counsel for the parties, which reveals that the petitioner was the 2nd defendant in the suit and he is the Trustee appointed by the Bankruptcy Court at Delaware, U.S., for the estates of three entities, namely i) Epic Creations, Inc., ii) Neuron Fuel Inc., and iii) Tangible Play, Inc., which were U..S Debtor Companies, and the 2nd defendant trying to sell the products of the 1st defendant company, where there was an agreement be- tween the plaintiff and the 1st defendant company. Therefore, the plaintiff found, the products of the 1st defendant were illegally sold by the 2nd defendant under the guise of a Trustee 30 O.P.(C) NO.1377 OF 2025 2025:KER:54506 of three Debtor Companies as per the Bankruptcy Court U.S. But to establish the right of the plaintiff in the suit, he has approached the Commercial Court by filing the suit for a declaration. If the petitioner, 2nd defendant, is allowed to sell the products, the plaintiff will not be able to have access to the website wwwgetepic.com and www.playosmo.com.
21. Further case of the plaintiff that the plaintiff is also a party to the NCLT proceedings at Kochi, where the insolvency proceedings are pending. There is no contact between the plaintiff and the 2nd defendant, but under the guise of the order of the U.S. Court, the 2nd defendant tried to alienate the products of the 1st defendant, where the plaintiff has having right over the said property; therefore, they filed 31 O.P.(C) NO.1377 OF 2025 2025:KER:54506 the suit. Whereas the contention of the 2nd defendant /petitioner herein is that the respondent Nos.3 to 5 are not service providers to the above-mentioned 3 U.S. companies. Insolvency proceedings were initiated before the Delaware Bankruptcy Court, U.S., where the petitioner was appointed as a Trustee of the properties of the three Companies, and there is no contract between the plaintiff and 2nd defendant, and he is not a necessary party to the suit. Therefore, the plaintiff indirectly obtained a stay from this court for alienating the properties or products as the U.S. Court permitted him to sale of the products. He also contended that the 2nd plaintiff violated the order of the U.S. Court, and a contempt notice was also issued against him. Therefore, the petitioner prayed quashing 32 O.P.(C) NO.1377 OF 2025 2025:KER:54506 of the very suit filed against him.
22. On the other hand, the respondents' Counsel seriously objected that the High Court cannot call the suit, where disputed facts are to be tried by the trial Court/ Commercial Court. In support of the case, the Respondent /plaintiff counsel relied upon the judgment of the Supreme Court in [(2014) 6 SCC 508] (Jacky v. Tiny Alias Antony and others).
23. The Hon'ble Supreme Court in paragraph 15 of the judgment held as under :
"15. A petition under Article 226 or Article 227 of the Constitution of India can neither be entertained to decide the landlord-tenant dispute nor is it maintainable against a private individual to determine an intense dispute including the question whether one party is harassing the other party. The High Court 33 O.P.(C) NO.1377 OF 2025 2025:KER:54506 under Article 227 has the jurisdiction to ensure that all subordi- nate courts as well as statutory or quasi-judicial tribunals, exer- cise the powers vested in them within the bounds of their authority but it was not the case of the 1st respondent that the order passed by the Munsif Court was without any jurisdiction or was so exer- cised exceeding its jurisdiction. If a suit is not maintainable it was well within the jurisdiction of the High Court to decide the same in appropriate proceedings but in no case power under Articles 226 and 227 of the Constitution of India can be exercised to ques- tion a plaint."
24. The respondent counsel also relied upon the judg- ment of the Hon'ble High Court of Delhi in the case of [CS (Commercial) 1136/18], wherein the plaint cannot be rejected under Order 7 Rule 1 of CPC., while executing the foreign judgment.
25. The respondent counsel also relied upon the judgment of the Hon'ble Supreme Court in (2017) 2 SCC 253) in the case of Alcon Electronics Private Limited v. Celem S.A. 34 O.P.(C) NO.1377 OF 2025 2025:KER:54506 of AFOs 3432 O. Roujan, France and another, wherein the order of the apex court has held that, even the foreign judgment can be executed in India, simply they producing. In another case reported in (Manu/ SC /No. 0559, 2003), in the case of Suryadev Rai v. Ramachandra Rai and others, where the Hon'ble Apex Court has held that an efficacious remedy available under the law, the High Court cannot entertain this petition under Article 227 of the Constitution of India, for issuing any order of writ of certiorari to the subordinate court.
26. The learned counsel for the petitioner has vehe- mently contended that the petitioner is not a necessary party to the suit, and he is only a Trustee of the 3 foreign companies which are under the proceedings of the Bankruptcy Court in 35 O.P.(C) NO.1377 OF 2025 2025:KER:54506 Delaware, U.S. Therefore, there is no connection between the petitioner and the 1st defendant company and the plaintiffs. Whereas, the plaintiffs entered into an agreement with the 1st defendant in respect of using the products of the first defend- ant. It is stated that, to invoke the abrupt stopping of the website by the 2nd defendant by shutting down the website, thereby, the access for payment of processing interface has directly affected the business of the plaintiff, and there were more than 50,000 education institutions have lost their access to the materials and subject uploaded through the website. It is also contented that resources and materials, especially the study materials developed by more than 3,00,000 teachers across the world, are being uploaded. But in view of the sudden 36 O.P.(C) NO.1377 OF 2025 2025:KER:54506 stopping of access to the website, the dispute arose between the plaintiff and the 1st defendant.
Such being the case, the plaintiff was required to file the suit to establish his right over the products in the Commercial Court. Therefore, if at all, the petitioner is not a necessary party; he can approach the Commercial Court for filing the necessary application for maintaining the suit against the peti- tioner, for framing of a preliminary issue. It is also submitted that the petitioner has already filed a written statement in the Commercial Court, and an interlocutory application is also pending before the Commercial Court. Therefore, this Court cannot give any findings on the merits of the case, as it will affect the case of the plaintiff before the trial Court. Therefore, 37 O.P.(C) NO.1377 OF 2025 2025:KER:54506 if at all the petitioner wants any relief, he has to approach the trial Court/Commercial Court, for raising the issues regarding maintainability and filing application under Order 10 Rule 2 of CPC for striking out the 2nd defendant, if he is not a necessary and proper party to the suit. Therefore, this court cannot exer- cise the power under Article 227 of the Constitution of India for quashing the plaint against the petitioner/2nd defendant herein. Though this court disposed of the earlier petition directing the Commercial Court to dispose of the I.A. within time bounds, by the time the process of sale was stayed, but subsequently the Hon'ble Apex set aside the order of this court, and the earlier original petition filed by the plaintiff has been withdrawn. Considering the facts and circumstances, I am of 38 O.P.(C) NO.1377 OF 2025 2025:KER:54506 the view that the relief sought by the petitioner for quashing the plaint cannot be granted.
Accordingly, the petition filed by the petitioner/2nd defendant is hereby dismissed.
Sd/-
K.NATARAJAN, JUDGE SS 39 O.P.(C) NO.1377 OF 2025 2025:KER:54506 PETITIONER EXHIBITS Exhibit P1 A COPY OF THE ORDER DATED 7 OCTOBER 2024 OF THE DELAWARE BANKRUPTCY COURT APPROVING THE APPOINTMENT OF THE PETITIONER AS THE CHAPTER 11 TRUSTEE FOR EACH OF THE US DEBTOR COMPANIES AND THE NOTICE OF APPOINTMENT OF THE PETITIONER Exhibit P2 A COPY OF THE POWER OF ATTORNEY DATED 27 FEBRUARY 2025 ISSUED BY THE PETITIONER IN FAVOUR OF MR SANDEEP GUPTAIS Exhibit P3 A COPY OF THE SAID 303(F) ORDER DATED 28 JUNE 2024 PASSED BY THE DELAWARE BANKRUPTCY COURT Exhibit P4 A COPY OF THE ORDER DATED 16 JULY 2024 OF THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU Exhibit P5 A COPY OF THE JUDGMENT DATED 2 AUGUST 2024 OF THE NATIONAL COMPANY LAW APPELLATE TRIBUNAL, CHENNAI Exhibit P6 A COPY OF THE JUDGMENT DATED 23 OCTOBER 2024 PASSED BY THE HON'BLE SUPREME COURT OF INDIA Exhibit P7 A COPY OF THE ORDER DATED 29 JANUARY 2025 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL Exhibit P8 A COPY OF THE 10 FEBRUARY 2025 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL Exhibit P9 A COPY OF THE 24 FEBRUARY 2025 PASSED BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL Exhibit P10 A COPY OF THE EMAIL DATED 30 SEPTEMBER 2024 ISSUED BY THE PETITIONER TO THE CHIEF LEGAL OFFICER OF STRIPE Exhibit P11 A COPY OF THE EMAIL DATED 8 OCTOBER 2024 SENT BY THE PETITIONER, THROUGH US COUNSEL, TO THE CHIEF LEGAL OFFICER Exhibit P12 A COPY OF THE STRIPE TRO DATED 9 OCTOBER 2024 Exhibit P13 A COPY OF THE OF THE STRIPE PRELIMINARY INJUNCTION DATED 22 OCTOBER 2024 Exhibit P14 A COPY OF THE STRIPE STIPULATION DATED 24 OCTOBER 2024 40 O.P.(C) NO.1377 OF 2025 2025:KER:54506 Exhibit P15 A COPY OF THE TEMPORARY RESTRAINING ORDER DATED 19 NOVEMBER 2024 (GOOGLE TRO) Exhibit P16 A COPY OF THE ORDER GRANTING THE PETITIONER'S MOTION FOR A PRELIMINARY INJUNCTION DATED 3 DECEMBER 2024 Exhibit P17 A COPY OF THE CLOUDFLARE ORDER DATED 20 NOVEMBER 2024 Exhibit P18 A COPY OF THE APPLE ORDER DATED 12 NOVEMBER 2024 Exhibit P19 A COPY OF THE ENTIRE TRANSCRIPT OF THE HEARING HELD BEFORE THE DELAWARE BANKRUPTCY COURT ON 12 NOVEMBER 2024 Exhibit P20 A COPY OF THE A. LOAN AGREEMENT DATED 4 SEPTEMBER 2023 BETWEEN RIJU RAVEENDRAN AND THINK & LEARN Exhibit P21 A COPY OF THE B. ASSIGNMENT DEED DATED 1 DECEMBER 2023 BETWEEN RIJU RAVEENDRAN AND VOIZZIT UAE Exhibit P22 A COPY OF THE C. NOTICE DATED 1 APRIL 2024 ISSUED ON THE LETTERHEAD OF VOIZZIT UAE TO THINK & LEARN Exhibit P23 A COPY OF THE DOCUMENTS INCLUDING THE ENTIRE PLAINT AND THE ACCOMPANYING DOCUMENTS SERVED UPON THE PETITIONER (BELATEDLY SERVED ON 18 JANUARY 2025) IN RELATION TO THE COMMERCIAL SUIT BEARING CASE NUMBER 118 OF 2024(COMMERCIAL SUIT)BEFORE THE LD. COMMERCIAL COURT AT ERNAKULAM Exhibit P24 A TRUE TYPED AND TRANSLATED COPY OF THE ALLEGED CERTIFICATE OF OWNERSHIP DECLARED BY DUBAI COURTS FILED AS DOCUMENT NO. 3 WITH THE COMMERCIAL SUIT Exhibit P25 A COPY OF THE DECLARATION DATED 16 NOVEMBER 2024 MADE BY RESPONDENT NO. 3 BEFORE THE DELAWARE BANKRUPTCY COURT Exhibit P26 A TRANSCRIPT OF THE HEARING HELD BEFORE THE DELAWARE BANKRUPTCY COURT ON 3 DECEMBER 2024 Exhibit P27 A COPY OF THE VOIZZIT COMPLAINT DATED 10 DECEMBER 2024 FILED BY THE PETITIONER BEFORE THE DELAWARE BANKRUPTCY COURT Exhibit P28 A COPY OF THE VOIZZIT TRO DATED 11 DECEMBER 2024 PASSED BY THE DELAWARE BANKRUPTCY COURT Exhibit P29 A COPY OF THE VOIZZIT INJUNCTION DATED 18 DECEMBER 2024 Exhibit P30 A COPY OF THE EMAIL DATED 10 JANUARY 2025 41 O.P.(C) NO.1377 OF 2025 2025:KER:54506 Exhibit P31 A COPY OF THE EMERGENCY MOTION TO EXTEND TIME TO RETAIN LEGAL COUNSEL AND OTHER RELIEF Exhibit P32 A COPY OF THE TRANSCRIPT OF THE HEARING ON 22 JANUARY 2025 OF THE DELAWARE BANKRUPTCY COURT Exhibit P33 A COPY OF THE TRANSCRIPT OF THE HEARING HELD ON 29 JANUARY 2025 Exhibit P34 A COPY OF THE CONTEMPT ORDER DATED 30 JANUARY 2025 Exhibit P35 A COPY OF THE EMAIL DATED 13 FEBRUARY 2025 ADDRESSED BY PETITIONER'S COUNSEL TO COUNSEL OF RESPONDENT NOS. 1 - 3 Exhibit P36 A COPY OF THE SAID JUDGMENT ORDER DATED 19 FEBRUARY 2025 Exhibit P37 A COPY OF THE SAID EMAILS DATED 20 FEBRUARY 2025 AND 21 FEBRUARY 2025 ADDRESSED BY THE US COUNSEL OF THE PETITIONER TO THE US COUNSEL OF RESPONDENT NOS. 1 - 3 Exhibit P38 A COPY OF THE MOTION TO WITHDRAW AS COUNSEL DATED 5 MARCH 2025 Exhibit P39 A COPY OF THE MOTION TO WITHDRAW AS COUNSEL DATED 25 NOVEMBER 2024 FILED BY POTTER ANDERSON &CORROON LLP RESPONDENT EXHIBITS Exhibit R1(a) TRUE COPY OF THE EMERGENCY MOTION BEFORE THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, UNITED STATES, DATED 21.05.2025 Exhibit R1(b) TRUE COPY OF THE ORDER GRANTING PETITIONER IN THE ABOVE OP(C) TO ENFORCE PRELIMINARY INJUNCTION AND HOLD THE DEFENDANTS THEREIN IN CONTEMPT, PASSED BY THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, UNITED STATES, DATED 21.05.2025 Exhibit R1(c) TRUE COPY OF THE TRANSCRIPTS DATED NIL OF THE PROCEEDINGS OF THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, UNITED STATES