Delhi High Court
Dr. Oetker India Pvt. Ltd. vs Mr. Viraj Bahl & Ors. on 15 January, 2019
$~20
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Decided on: 15.01.2019
+ O.M.P.(I) (COMM.) 7/2019
DR. OETKER INDIA PVT. LTD. ..... Petitioner
Through: Mr. Abhinav Vashisht, Sr. Advocate
with Ms. Veronica Mohan, Ms. Priya
Singh and Mr. Aman Bhatnagar,
Advocates.
versus
MR. VIRAJ BAHL & ORS. ..... Respondents
Through: Mr. Sandeep Sethi, Sr. Advocate with
Ms. Medha Sachdev, Advocate.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
RAJIV SHAKDHER, J. (ORAL)
I.A. No.512/2019 (exemption)
1. Allowed, subject to just exceptions.
O.M.P.(I) (COMM.) 7/2019
2. Issue notice.
3. Ms. Medha Sachdev accepts notice on behalf of the respondents. In
view of the directions that I propose to pass, Mr. Sethi, learned senior
counsel, who, appears on behalf of the respondents, says that he does not
wish to file a reply.
4. This petition has been filed, essentially, to assert the rights which
arise out of three (3) agreements. These being the Master Agreement dated
25.07.2008 (MA); the Share Purchase Agreement dated 25.07.2008 (SPA);
and the Share Purchase and Share Subscription Agreement dated 25.07.2008
(SPSSA). Hereafter MA, SPA and SPSSA will be collectively referred to as
agreements.
5. The array of parties in the three (3) agreements is as follows: -
i) MA stands executed between Mr. Rajiv Bahl, Mrs. Vibha Bahl,
Mr. Varun Bahl, Mr. Viraj Bahl, Mr. Mukul Parakh, Mr. Anoop
Aroura, Mr. Chandan Singh, Mr. Anil Bahuguna, Mr. Hemant
Sharma, Ms. Meena Adhikari, Ms. Meenakshi Bala, Fun Foods Pvt.
Ltd., V.R.B. Foods Pvt. Ltd., Three Vees Food Formulators on one
side and Dr. Oetker India Pvt. Ltd., Mr. Oliver Mirza on the other
side.
ii) Likewise, SPA was executed between Mr. Rajiv Bahl, Mrs.
Vibha Bahl, Mr. Varun Bahl, Mr. Viraj Bahl, Mr. Mukul Parakh, Mr.
Anoop Aroura, Mr. Chandan Singh, Mr. Anil Bahuguna, Ms. Meena
Adhikari, Ms. Meenakshi Bala, Fun Foods Pvt. Ltd.(in short "FFP"),
on one hand and Dr. Oetker India Pvt. Ltd., Mr. Oliver Mirza on the
other.
iii) Similarly, SPSSA was executed between Mr. Rajiv Bahl, Mrs.
Vibha Bahl, Mr. Varun Bahl, Mr. Viraj Bahl, Mr. Mukul Parakh,
V.R.B. Foods Pvt. Ltd. (in short "VRB") and Dr. Oetker India Pvt.
Ltd., Mr. Oliver Mirza.
6. By virtue of these agreements, in substance, essentially the petitioner
before me has ended up purchasing, inter alia, the goodwill, the trade name,
trademark, formulations and recipes of the two companies in issue i.e. FFP
and VRB. Besides this, in terms of the MA, assets of two partnership firms,
namely, Three Vees and Food Formulators were also purchased.
7. To be noted, in so far as these two partnership firms are concerned,
while the firms remain with the respondent, as indicated above, their assets
were sold to the petitioner.
8. The petitioner claims that its investigator has found that the
respondents are violating the provisions of the agreements by representing
that they are still connected with FFP and VRB.
8.1 It is also the contention of the petitioner that having sold the
formulations and recipes, the respondents cannot, inter alia, represent that
they are inventors or developers of world's first eggless mayonnaise recipe.
9. Mr. Sethi, on the other hand, says that none of the obligations
undertaken under the aforementioned agreements have been violated by the
respondents. It is Mr. Sethi's contention that the non-compete clause has
worked out itself as the period of 4 years has already lapsed and therefore,
the respondents are well within their rights to carry on their business in their
own capacity.
9.1 In so far as the assertion made in the petition based on the
conversation between the so-called investigator and a representative of
respondent no.5 is concerned, Mr. Sethi says that a perusal of the text of the
conversation would show that it is largely based on what is historically true
and correct facts i.e. the origin of the respondents.
9.2 It is Mr. Sethi's contention that, in any event, there is no declaration
to the world, as contended on behalf of the petitioner, that the respondents
are the original developers of the eggless mayonnaise recipe.
9.3 In other words, it is the respondents' stand that none of the assertions
made in the petition are true and correct.
10. Having regard to the submissions made on behalf of the respondents,
I am of the view that this petition need not be taken further as the
respondents ultimately take the stand that neither has there been any
violation of the agreements nor has anything been done which is otherwise
not permissible in law.
11. In so far as the conversation between the investigator and the so
called employee of respondent no.5 is concerned, that by itself does not
show that there is any egregious violation of the provisions of the agreement
or that any assertion has been made to the public at large. In case the
petitioner is in a position to demonstrate that the product in the market uses
the same formula or recipe, which has been sold to it (which it has not been
able to do, at least not at this juncture) then, it will have a right to move the
Court. At present what I have before me is a conversation between the two
persons which, to my mind, cannot form the basis of an injunction when, in
any case, the respondents say that they are not in violation of any of the
provisions of the agreements and nothing has been shown which would
establish the contrary.
12. In these circumstances, I do not intend to take the petition any further;
the petition is closed, leaving the parties to abide by their respective
obligations.
13. The petition is disposed of in the above terms.
RAJIV SHAKDHER
(JUDGE)
JANUARY 15, 2019
hs
