Karnataka High Court
M/S Zerah Spaces Ltd vs Mr Chris Pride Lobo on 8 May, 2025
Author: R Devdas
Bench: R Devdas
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NC: 2025:KHC:18213-DB
COMAP No. 281 of 2025
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 8TH DAY OF MAY, 2025
PRESENT
THE HON'BLE MR JUSTICE R DEVDAS
AND
THE HON'BLE MR JUSTICE C.M. POONACHA
COMMERCIAL APPEAL NO. 281 OF 2025
BETWEEN:
1. M/S ZERAH SPACES LTD
LIMITED LIABILITY PARTNERSHIP
INCORPORATED UNDER LIMITED LIABILITY
PARTNERSHIP ACT, 2008
NO.73, HILL SIDE MEADOWS,
NEAR SAMBHRAM COLLEGE, M.S. PALYA,
VIDYARANYAPURA, BANGALORE 560 097
REP. THROUGH DESIGNATED PARTNER
MR. SHAJI JOY
Digitally
signed by 2. MR. SHAJI JOY
NIRMALA S/O MR. JOY PETER PUTHAN PURACKAL
DEVI
AGED ABOUT 60 YEARS,
Location: DESIGNATED PARTNER
HIGH
M/S. ZERAH SPACES LLP
COURT OF
KARNATAKA R/A NO.73, HILL SIDE MEADOWS,
NEAR SAMBHRAM COLLEGE,
M.S. PALYA, VIDYARANYAPURA,
BANGALORE 560 097
3. MR. VIPIN GEORGE
S/O MR. VARGHESE GEORGE,
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COMAP No. 281 of 2025
MAJOR,
DESIGNATED PARTNER
M/S. ZERAH SPACES LLP
RESIDING AT
NO.87, 2ND CROSS, BDS NAGAR,
K. NARAYANAPURA, DR. SHIVARAMAKARANTH
NAGAR, BANGALORE 560 077
...APPELLANTS
(BY SRI. RAJENDRA M.S., ADVOCATE FOR
SMT. MAYA HOLLA., ADVOCATE)
AND:
MR CHRIS PRIDE LOBO
S/O LATE RICHARD LOBO,
AGED ABOUT 39 YEARS
R/O HAUPTSTRASSE 112, 69469
WEINHEIM, GERMANY
PRESENTLY AT BANGALORE.
...RESPONDENT
(BY SRI.DHYAN CHINNAPPA., SR. ADVOCATE FOR
SRI. ROHAN KOTHARI., ADVOCATE)
THIS COMMERCIAL APPEAL IS FILED UNDER
SECTION 13 1A OF THE COMMERCIAL COURTS ACT,
PRAYING THIS HONBLE COURT MAY BE PLEASED TO SET
ASIDE THE ORDER DATED 25.04.2025 PASSED IN THE
ABOVE CASE COMMERCIAL AA NO. 190/2025 BY THE
LXXXVI ADDITIONAL CITY CIVIL AND SESSIONS JUDGE,
(COMMERCIAL COURT COMPLEX), (CCH 87), BENGALURU
(ANNEXURE A.)
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COMAP No. 281 of 2025
THIS APPEAL, COMING ON FOR ADMISSION, THIS
DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER:
CORAM: HON'BLE MR JUSTICE R DEVDAS
AND
HON'BLE MR JUSTICE C.M. POONACHA
ORAL JUDGMENT
(PER: HON'BLE MR JUSTICE R DEVDAS)
Learned Counsel Sri Rohan Kothari, has entered
appearance for the respondent by filing a caveat petition.
2. Learned Counsel for the appellants submits while
pointing out to Clause 11(2) of the Amended Limited
Liability Partnership Agreement of Zerah Spaces LLP, that
all specific decisions will be made on a simple majority
basis. It provides that reference to 'simple majority', is
made in the context of the number of partners at that
time. It is contended that 14 out of the 17 partners have
agreed in the meeting dated 01.04.2025, which is the
subject matter of the dispute before the Commercial
Court, that the partnership firm shall outsource the
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construction of the project to Sky Mart Developers LLP on
70:30 profit ratio.
3. Learned Counsel submits that the respondent
being in a complete minority cannot question the minutes
of the meeting recorded on 01.04.2025. It is also pointed
out from the minutes of the meeting at Annexure 'D' that
the respondent was present in the meeting and he has
raised objection. Learned Counsel would further contend
that the requirement of Order XXXIX Rule 3 of Code of
Civil Procedure, has not been complied with by the
learned Judge. Reliance is sought to be placed on various
judgments in this regard.
4. However, learned Senior Counsel Sri Dhyan
Chinnappa appearing for the respondent would take this
Court through some of the other provisions contained in
the LLP agreement, more particularly Clause 10 (ii) (e)
which provides that unanimous written consent will be
required in matters of sale, gift, exchange, assignment,
mortgage, or to create charge on any portion of the LLP
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property; and clause 20(b) which provides that any profit
or loss in the business of the LLP shall be divided amongst
the partners in their profit sharing ratio which is based on
the capital contribution of the partners in proportion to the
total capital of the LLP. It is also clarified there that the
partners, by unanimous written consent, shall decide the
amount of the profits that shall be retained by the LLP for
its use, and the amount that shall be divided and
distributed between the partners. In that view of the
matter, learned Senior Counsel would submit that
although, this Court may find that sufficient reasons may
not be found in the impugned order which would comply
with the requirement of Rule 3 of Order XXXIX,
nevertheless, having regard to the admitted facts, if the
ad-interim order passed by the trial court is set aside, the
appellants herein may proceed to enter into an agreement
as decided in the impugned meeting and the process
would become irreversible and would lead to further
complications.
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5. Learned Senior Counsel would therefore submit
that the appeal may be disposed of, with a direction to the
Commercial Court to take up the matter immediately after
Summer Vacations and this Court may also fix a
timeframe for consideration of the objections that could be
raised by the appellants herein.
6. Having heard the learned Counsel for the
appellants, learned Senior Counsel for the respondent and
on perusing the appeal memo, this Court is of the
considered opinion that although the impugned order may
not contain sufficient reasons for dispensing with the
notice to the respondents - appellants herein before
consideration of the interlocutory application for ad-interim
order of temporary injunction, nevertheless we are of the
opinion that there is considerable force in the submission
made by the learned Senior Counsel appearing for the
respondent. Ultimately, before considering an application
for temporary injunction, the Courts are required to
consider whether non-granting of the temporary injunction
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would in any way cause any irreparable loss or injury to
the applicant-respondent herein, whether the damage or
disability that would be sustained by the petitioner could
be made good by directing the respondents i.e., appellants
herein to pay damages to the petitioner.
7. As rightly pointed out by the learned Senior
Counsel, if at this stage the ad-interim order passed by
the trial court is stayed or set aside, the appellants herein
may proceed to enter into an agreement in terms of the
impugned meeting resolution, thereby creating an
irreparable, irreversible situation for the applicant-
respondent herein. Third party rights will also be created
which would further complicate the issue.
8. Consequently, the Commercial Appeal stands
disposed of, while directing the learned LXXXVI Additional
City Civil and Sessions Judge, Bengaluru, to consider the
objections that would be filed at the hands of the
appellants herein for vacating the impugned ad-interim
order. Since the Commercial Court would also be on
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Vacations, we direct the learned LXXXVI Additional City
Civil and Sessions Judge, Bengaluru, to take up the matter
immediately after reopening and consider the objections
that would be filed by the appellants herein as
expeditiously as possible and at any rate within a period of
two weeks from the date of reopening.
Ordered accordingly.
Sd/-
(R DEVDAS)
JUDGE
Sd/-
(C.M. POONACHA)
JUDGE
JT/-
CT:JL
