Mrs. Punam Laroia vs Mr. Sanjeev Laroia And Ors.
2004 Latest Caselaw 606 Del

JUDGMENT

R.C. Chopra, J.

1. This order shall dispose of plaintiff's application under Order 39 Rule 1 & 2 of the Code of Civil Procedure (hereinafter referred to as "the Code" only) and the defendants' application under Order 39 Rule 4 of the Code. It will also dispose of the defendants' application under Order 7 Rule 11 of the Code for the rejection of the plaint. These applications are being taken up together as these are connected and similar contentions have been raised therein.

2. The facts relevant for the disposal of the aforesaid three application, briefly stated, are that the plaintiff, who is the wife of defendant No.1, has filed a suit for rendition of accounts, partition and injunction alleging that she and her husband defendant No.1 are business partners also. The defendant No.2 is a Company, which is under the control of defendant No.1. The plaintiff alleges that before marriage she was employed in a Bank and had a highly lucrative career ahead. Financially she was much better placed than defendant No.1. The plaintiff and defendant No.1 got married in 1991 and with her help, the defendant No.1 was in a position to develop personal contacts with corporate houses and was able to acquire a stock of 15% in M/s. Virtual Studios Pvt. Ltd. The plaintiff, who was working in Citibank, was inducted as a Director of defendant No.2 as other partners of defendant No.1 had left him on account of heavy losses. Thereafter, the defendant No.1 started pursuading the plaintiff to give up her job and help him in his business. Accordingly, in April, 2001, the plaintiff joined the defendant No.1, her husband in his business. The plaintiff requested defendant No.1 to draw up a formal document defining her legal position and status in the Company but the defendant No.1 kept putting her off on one pretext or the other. He started fighting with her and asked her to have trust in him as he was her husband. However, for all practical purposes, the plaintiff was an equal partner in the business of defendant No.1 and she had unlimited cheque signing authority.

3. The plaintiff, with her own efforts, had launched a new Undertaking in March, 2001 called "Team Faraway" which was a unit of defendant No.2 with its office at 502 & 504, Savitri Cinema Complex, Greater Kailash-II, New Delhi. They were in tourism business. The plaintiff alleged that their business started picking up and she always trusted her husband but whenever she asked for formalizing their business relationship, the defendant No.1 would fight with her. According to her, the defendant No.1 started enjoying the life and the plaintiff, in spite of establishing a successful business had no control over its finances. The plaintiff suffered a loss also as she was unable to redeem her 625 Citigroup shares while leaving the Bank which she could redeem had she stayed in Citibank for one more year. At the time of her resignation, she had taken a loan of Rs. 12 lacs from ICICI Bank to re-pay Rs. 9 lacs to Citibank against a flat owned by her in Gurgaon. The balance of Rs. 3 lacs was given by her to Travel Syndicate for utilization in her business. The plaintiff as Director of defendant No.2, was getting a salary of Rs. 35,000/- per month out of which a sum of Rs. 33,000/- per month was paid by her as installment for the ICICI loan. Therefore, she was hardly left with any money for her personal expenses. According to her, she was left with no capacity to either save money or invest in any assets whereas at Citibank, she had managed to invest in a flat at Gurgaon. The defendant No.1 compelled her to sell the aforesaid property and put a portion of money into his business. She put about 6 lacs in his business to buy out the erstwhile partners of defendant No.1.

4. The plaintiff has alleged that after spending about a year in the business, she started realizing that the defendant was taking her for granted and was taking unilateral decisions and was not maintaining any minutes of the meetings. In July, 2002, the defendant No.1 arbitrarily reduced the plaintiff's salary to Rs. 10,000/- per month on the ground that ICICI loan had been cleared by her and thus, she needed no more money. Thereafter, the defendant No.1 started indulging in abrasive behavior. She had spent 12 long years of her life as defendant No.1's wife, house keeper and hostess and invested lot of emotions, time, effort and money for the marriage welfare whereas the defendant No.1 had been scheming and cunningly exploiting her to establish and achieve success in his business. Their marriage was floundering and defendant No.1 moved out of matrimonial home in February, 2003 and since then, has been living with a friend. He had agreed to pay the rent of the said premises. The plaintiff alleged that under these circumstances, she had no alternative but to approach this Court in order to stop the defendant from encroaching upon her legal rights in the business and in the premises in which the business was being run. According to her, she had contributed monetarily to purchase the ground floor of Savitri Cinema which is a prime property today. In these circumstances, the plaintiff has prayed for a decree of status quo vis-a-vis her salary payments of Rs. 35,000/- per month along with other expenses, injuncting the defendant from interfering with plaintiff's right to carry on working/functioning in offices situated at 502 & 504, Savitri Cinema, Greater Kailash-II, New Delhi, to restrain the defendants from alienating, transferring possession or conducting any business activity at the shop on the ground floor of Savitri Cinema Complex, to restrain the defendant from alienating or transferring the property No.502 & 504, Savitri Cinema, Greater Kailash-II, New Delhi, to restrain defendant from transferring, selling or hypothecating his shares in defendant No.2 and directing the defendant to render accounts and fix 50% thereof as the plaintiff's share.

5. On these very grounds, the application under Order 39 Rule 1 & 2 of the Code was moved by the plaintiff with the prayer to restrain the defendant by way of ad interim injunction from forcibly stopping the plaintiff from working/functioning from the office at 502 & 504, Savitri Cinema, Greater Kailash-II, New Delhi, and shop at ground floor at Savitri Cinema and from home and grant an ex-parte ad interim injunction from removing the plaintiff's name as the signing authority of defendant No.2, restrain him from alienating, transferring possession of the aforesaid premises and creating third party interest therein by way of sale, hypothecation etc.

6. In their application under Order 39 Rule 4 of the Code, the defendants have prayed for vacating the ex-parte ad interim injunction on the ground that the suit is barred by Section 9 of the Code; that plaintiff has no locus standi as she is not a share holder of defendant No.2 and her services as Director of the Company have already been terminated w.e.f. 7.8.2003. It is pleaded that termination has not been challenged. Regarding the three properties, it is stated that flat No.502, Savitri Complex is owned by defendant No.1 in his individual capacity. Flat No.504 is owned by a third party and defendant No.2 is merely a tenant therein and the shop on the ground floor is jointly owned by three persons including defendant No.1.

7. In the application under Order 7 Rule 11 of the Code, the defendants have pleaded that the plaintiff has filed a totally false, misconceived and vexatious suit which is essentially a Company petition in the garb of a Civil Suit; that there is no cause of action in favor of the plaintiff and the suit lacks all material particulars. It is pleaded that asking for 50% share in defendant No.2 is not permissible as defendant No.2 is a Company governed by the Companies Act, 1956 and as such, there is no question of its ownership by defendant No.1; that the plaintiff has no right to seek injunction in regard to the properties No.504 and the ground floor shop as they belong to others. Regarding 502 also, it is stated that the said property is individually owned by defendant No.1 in which the plaintiff has no share. It is also stated that the suit has been wrongly valued for the purposes of Court fee and jurisdiction. The plaintiff has filed replies to these applications controverting the pleas raised therein.

8. After hearing learned counsel for the parties and perusing the averments made in the plaint, applications and the documents on record, this Court finds that the present suit is an outcome of purely matrimonial disputes between the plaintiff and defendant No.1. The plaintiff might have helped her husband-defendant No.1 in expanding his business but that does not give her any cause of action or legal right to claim 50% share in defendant No.2 or the property owned by defendant No.1. The plaintiff, who was employed as a Director with defendant No.2, is no longer a Director as her services have been terminated in August, 2003 and as such, prima facie she has no right to claim that she be allowed to continue to attend the office of defendant No.2 and should be given authority to sign cheques on its behalf. The flat No.502 is owned by defendant No.1, the husband of the plaintiff. The plaintiff might have given him financial assistance for purchasing the same but that does not make her a joint owner of the flat. The plaintiff could at the most file a suit for the recovery of the financial assistance/loan given by her to defendant No.1, which has not been done. Flat No.504 is under the tenancy of defendant No.2 and is owned by someone else and as such, in the said flat also, the plaintiff cannot claim any right, title or interest. The shop at the ground floor of the Savitri Cinema complex is jointly owned by three persons including the husband of the plaintiff. Without imp leaded the other co-owners, the plaintiff has no prima facie right to seek any injunction in respect of the said property also.

9. A plain reading of the plaint shows that only on account of matrimonial disputes between the plaintiff and defendant No.1, the plaintiff is trying to seek various injunctions against the defendants, which is nothing but an arm twisting tactic. A perusal of the plaint shows that the suit is for rendition of accounts, partition and injunction but in the prayer clause, there is no prayer for any partition. It is also not spelt out as to on what basis and of which property the plaintiff is seeking partition. The prayer of the plaintiff for a decree of status quo vis-a-vis her salary of Rs. 35,000/- per month along with expenses in regard to phones, electricity, perquisites of concessional tickets both domestic and international, house rent allowance etc. is prima facie not tenable for the reason that the services of the plaintiff as the Director of defendant No.2 have already been terminated. The plaintiff has not challenged her termination and has not sought any declaration that her termination was bad in law. Her prayer for injuncting the defendants from interfering with her right to carry on work in the offices situated at 502 & 504, Savitri Cinema Complex, Greater Kailash-II, New Delhi is also frivolous inasmuch as she has nowhere pleaded as to under what legal right and what business she is carrying in the aforesaid two premises. The premises No.502, Savitri Cinema Complex may be belonging to her husband but 504 belongs to someone else and is under the tenancy of defendant No.2, which is a Private Limited Company and as such, neither the plaintiff nor defendants are the owners thereof. For similar reasons, her prayer to restrain the defendant from alienating, transferring or mortgaging the aforesaid two properties is also not sustainable. Prima facie there is no evidence on record to show that the plaintiff had given a sum of Rs. 9 lacs to defendant No.1 for the purchase of property No.502 and even if she had given this amount, she did not become a joint owner of the said property. At the most, she had given a loan for which she could sue defendant No.1 for recovery. Her prayer for grant of injunction in regard to the ground floor shop is also untenable for the reason that this shop does not belong to defendant No.1 alone but is owned by three persons, two of whom have not been made parties to the suit. Her prayer to restrain the defendant from transferring, selling or hypothecating her shares in favor of defendant No.2 or any other third party is also untenable as without establishing her legal right in those shares, it is not understandable as to how the plaintiff is seeking such an injunction against defendant No.1. A decree to direct the defendants to render accounts and fix 50% as the plaintiff's share is also without any basis as the defendant No.2 is not a proprietorship concern of defendant No.1 and is a Private Limited Company in which the defendant No.1 is only a share holder.

10. Viewing from different angles, it is prima facie clear that plaintiff has neither any right to seek a decree for rendition of accounts nor partition nor injunction against any of the two defendants and as such, she has not made out a prima facie case for ad interim injunction. If she has some matrimonial disputes with defendant No.1 or some other lawful claim against him, she is free to invoke appropriate proceedings but the present suit on the face of it does not disclose any legal right in her favor. Since the plaintiff has no prima facie case in her favor, the questions of irreparable loss/injury/balance of convenience drift into background and need not be adverted to.

11. The defendant's application under Order 7 Rule 11 of the Code is not squarely cover by any of the Clauses of Order 7 Rule 11 of the Code. For rejecting a plaint, the Court is not supposed to look into the defense taken up by a defendant. For the disposal of such an application, the Court has to confine itself only to the averments made in the plaint. The discussions aforesaid for disposal of Order 39 Rule 1 & 2 and Order 39 Rule 4 CPC applications are based on the plaintiff's case as set up in the plaint as well as the defense taken up by defendants and a prima facie view has been taken to arrive at certain conclusions. The disposal of these applications does not dispose of the suit finally. Acceptance of a plea raised in Order 7 Rule 11 CPC may dispose off a suit and non-suit a plaintiff and as such the Court has to conclusively hold that the provisions of Order 7 Rule 11 CPC stand in the way of plaintiff and the suit cannot be proceeded with. Such findings cannot be given on a prima facie basis as in the case of order 39 Rule 1 & 2 CPC. In the present case, therefore, it cannot be held that the plaint filed by the plaintiff is liable to be rejected.

12. Accordingly, the plaintiff's application under Section 39 Rule 1 & 2 of the Code is dismissed. The defendant No.1's application under Order 7 Rule 11 of the Code is also dismissed. The ex-parte ad interim injunction stands vacated. Order 39 Rule 4 CPC is also disposed of.

13. Nothing stated herein shall be taken as an expression of opinion on the merits of the suit pending before this Court as the observations made herein are tentative only.