STATUES REFERRED

1. Code of Civil Procedure, 1908.

2. The Indian Contract Act, 1972.

3. The Company Act, 1956.

LIST OF BOOKS

1. R.K. Bangia, Specific Relief Act, Allahabad Law

Agency, Third Edition 2013.

2. Mulla, The Indian Contract Act, Eleventh Edition,

H.S. Pathak, 1999.

3. SIR John Woodroffee; Ameerali’s, “Commentary on Code

of Civil Procedure, 1908 (Delhi Law House 5th Ed.
2011).

4. Civil Procedure with Limitations Act, 1963, C.K.

Takwani, Eastern Book Company, Seventh Edition, 2016.

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 LIST OF ABBREVIATIONS

Sr
.
Abbreviation Full Form
No
.

1. & AND

2. AIR All India Reporter

3. Anr. Another

4. CPC Civil Procedure Code

5. Ed. Edition

6. HC High Court

7. Hon’ble Honourable

8. Ltd. Limited

9. Ors. Others

10 Pvt. Private
.

11 R/w Read Write

.

12 SC Supreme Court
.

13 SCC Supreme Court Case

.

14 DHC Delhi High Court

.

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 STATEMENT OF JURISDICTION

The Hon’ble Commercial Court of Delhi has the

jurisdiction to hear this case under Section 6 of the
commercial courts, commercial division and commercial
appellate division of high court act, 2015.

Section6 of the Commercial Court, Commercial Divisions

and Commercial Appellate Division of High Court Act 2015
states as:

The Commercial Court shall have jurisdiction to try all

suits and applications relating to a commercial dispute
of a Specified Value arising out of the entire territory
of the State over which it has been vested territorial
jurisdiction.

Explanation.––For the purposes of this section, a

commercial dispute shall be considered to arise out of
the entire territory of the State over which a Commercial
Court has been vested jurisdiction, if the suit or
application relating to such commercial dispute has been
instituted as per the provisions of sections 16 to 20 of
the Code of Civil Procedure, 1908.

Hence the Jurisdiction of this Commercial Court is

invoked under Sec 6 of the Commercial Court, Commercial
Division and Commercial Appellate Division of High Court
Act, 2015

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 STATEMENT OF FACTS

1. Mr Swarn Kumar is an influential Businessman from Delhi

with a company of Rs 30 crores dealing in ice cubes. He
enjoy gambling socializing and is notorious for
womanizing on a trip to Goa with his friends Mr Aditya
Sahni an esteemed lawyer from Delhi also accompanied
him

2. In 2 Oct 2016 Mr Kumar was playing poker at the Casino

Royale, An offshore casino in Goa after losing approx.
Rs 3 Crores He was desperate for more money as he
believed he would have a winning hand .He signed a
contract with Akhil Singhal (money lender of the
casino)and the money lent Rs 5 crores the contract
contained a clause that he would pay him double the
loan amount (RS 10 crore ) at the table and in default
he would sign over his majority shares in his company
as surety it is to be noted that this was a pre written
form of agreement.

3. Subsequently Mr Kumar lost all the money at the table

and was unable to return double the loan amount and as
a consequence lost his majority shares of the company
at 2 am on 4 oct 2016 thereafter in a desperate attempt
he called Mr Aditya who then contacted Mr Singhal to
take double the loan but not to take majority shares of

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 company. Mr Singhal refused the offer Mr Singhal had
acquired a lot of properties and companies this way.

4. Immediately after acquiring majority shares of company

by Mr Singhal. He signed a contract with a Delhi based
company named A & M Pvt ltd. for selling majority
shares of company.

5. The video from the Casino show that Mr Kumar had

consumed eight alcohol beverages (8*30 ml ) prior to
signing the contract.

6. Mr Singhal on behalf of Mr Kumar has filed a civil suit

before Delhi Commercial Court Tis Hazari to prevent Mr
Singhal from taking over the company.

7. The case is pending in the Delhi Commercial Court at

Tis Hazari

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 ISSUES RAISED

1. WHETHER THE DELHI COMMMERCIAL COURT HAS THE

JURISDICTION TO ENTERTAIN THE MATTER OR NOT?

2. WHETHER THE ESSENTIALS OF A VALID CONTRACT ARE

FULFILLED OR NOT ?

3. WHETHER THE WAGERING CONTRACT ENTERED BETWEEN THE

PARTIES ARE ENFORCEABLE OR NOT?

4. WHETHER THE INJUNCTION SHOULD BE GRANTED AGAINST MR

SINGHAL FROM SELLING MAJORITY OF THE SHARES OF
COMPANY IN THE PRESENT CASE OR NOT?

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 SUMMARY OF ARGUMENTS

1. WHETHER THE DELHI COMMMERCIAL COURT HAS THE

JURISDICTION TO ENTERTAIN THE MATTER OR NOT?

This Case is a Commercial Dispute coming territorial

and pecuniary Jurisidicton Delhi Commercial Court.

2. WHETHER THE ESSENTIALS OF A VALID CONTRACT ARE

FULFILLED OR NOT?

Mr Swarn Kumar was not competent to contract to sign

an agreement under Sec 11 of the Indian Contract
Act ,1872 as He was in the state of drunkness and
could not think rationally

3. WHETHER THE WAGERING CONTRACT ENTERED BETWEEN THE

PARTIES ARE ENFORCEABLE OR NOT?

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 The Object of the agreement signed by Mr Kumar was
unlawful under Sec 23 of Indian Contract Act ,1872,
It was immoral ,and was against public policy.

4. WHETHER THE INJUNCTION SHOULD BE GRANTED AGAINST MR

SINGHAL FROM SELLING MAJORITY OF THE SHARES OF COMPANY
IN THE PRESENT CASE OR NOT

Temporary Injunction should be granted against Mr

Singhal from selling majority of the shares of the
company as Mr kumar is still the owner of the shares.
If Injunction is not Granted Mr Kumar will suffer
irreparable injury and more inconvience than Mr
Singhal would if temporary injunction is granted.

ARGUMENTS ADVANCED

1. WHETHER THE DELHI COMMMERCIAL COURT HAS THE

JURISDICTION TO ENTERTAIN THE MATTER OR NOT?

It is humbly submitted before the Hon’ble Court that

the matter in the present case is under the
jurisdiction of the Delhi Commercial Court.1 Mr Swarn
Kumar an influential businessman from Delhi with a
company of worth Rs 30 crores,signed an agreement
with Mr Akhil Singhal (moneylender of the Casino )for
borrowing a loan of worth Rs 5 crores with a promise

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 to payback Rs 10 crores at the table.He signed over
his majority shares in his company as security

1.1 That the dispute in this suit is a commercial dispute

1. It is humbly submitted before the Honorable Court

that Mr Swarn Kumar an influential businessman from
Delhi with a company of worth Rs 30 crores, dealing
in ice cubes. He signed an agreement with Mr Akhli
Singhal (moneylender of the Casino) at Casino
Royale, Goa. Mrs Kumar had a loan from Mr Singhal
worth Rs 5 crores on the condition to payback 10
crores at the table. He failed to do so and lost
majority shares of his company, which he had signed
for security, to Mr Singhal. Mr Singhal, after
acquiring the shares, contracted with another
company A&M Pvt Ltd for the sale of shares.

2. The Commercial Court, Commercial Division and

Commercial Appellate Division of High Court Act ,
2015 has the following relevant provisions:

“Section 6 states that the commercial court has the

jurisdiction to try all the suits of commercial
disputes with specified values arising within its
territorial jurisdiction“

“Section 2(c) “Commercial Dispute” means a dispute

arising out of:

3. Ordinary transactions of merchants, bankers,

financiers and traders such as those relating to
mercantile documents, including enforcement and
interpretation of such documents

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4. In the present case the majority shares of the
company were pledged by Mr Kumar as security for
loan of Rs 5 crores that was advanced by Mr Singhal.
This was an agreement for the transfer of shares
which is ordinary transactions made by ice cubes
trader/dealer Mr Kumar.This constitute it to be a
commercial dispute.

5. ”Section 2(i) “Specified Value”, in relation to a

commercial dispute, shall mean the value of the
subject-matter in respect of a suit as determined in
accordance with section 12 which shall not be less
than one crore rupees or such higher value, as may
be notified by the Central Government.”

6. “Section 12(1) Specified Value of the subject-

matter of the commercial dispute in a suit, appeal
or application shall be determined in the following
matter:––

a. where the relief sought in a suit, appeal or

application relates to movable property or to a
right therein, the market value of the movable
property as on the date of filing of the suit,
appeal or application, as the case may be, shall
be taken into account for determining such
Specified Value”;

7. As In the present case the transfer of shares is the

subject matter in the agreement. According to
Section 82 of Companies Act “ The shares or
debentures or other interest of any member in a
company shall be movable property”. Hence, the

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 shares, being movable property, have the specified
market value. Moreover this value is more than one
crore rupees as Mr Kumar has pledged majority shares
of his 30 crore business (i.e., more than 15
crores). So, the subject matter of the commercial
dispute is in accordance with the specified values
determined in the Act.

Therefore, in the present case, the commercial dispute

with specified values is involved

1.2 That it is under the Territorial jurisdiction of the

Delhi Commercial Court.

8. It is Humbly submitted before the Honorable Court

that Mr Swarn Kumar an influential businessman from
Delhi with a company of worth Rs 30 crores,dealing
in ice cubes.He signed an agreement with Mr Akhli
Singhal (moneylender of the Casino) at Casino
Royale,Goa.Mr Kumar lost all the money and as
consequence he lost his majority shares.Immediately
after acquiring the shares, Mr Singhal signed
another contract with a Delhi based company naming
A&M Pvt Ltd forvselling shares of the company.

9. “Section 6 states that the commercial court has the

jurisdiction to try all the suits of commercial
disputes with specified values arising within its
territorial jurisdiction”

10.In the present case, a commercial disputes is

involved with specified values as determined by the

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 Section 121.An agreement was signed for borrowing
loan by Mr Swarn Kumar with Mr Akhil Singhal and
where Mr Kumar has pledged majority of his company’s
shares.

11.“Section 20 Subject to the limitation aforesaid,

every suit shall be instituted in a Court within the
local limits of whose jurisdiction- the cause of
action, wholly or in part, arises”.

12.In the present case, Mr Swarn Kumar is an

influential businessperson from Delhi dealing in ice
cubes. He signed an agreement with Mr Akhil Singhal
(moneylender of the Casino) in an off-shore casino
in Goa. When Mr Kumar failed to payback Rs 10 crores
after losing all the money he borrowed, he lost
majority shares of his company to Mr Singhal .Just
acquiring the shares, Mr Singhal contracted with a
Delhi based company A&M Pvt Ltd for the sale of
shares. Here, the cause of action i.e. selling of
shares by Mr Singhal based on an agreement signed in
Goa partly arise in Delhi. Therefore, the suit could
be instituted in the Delhi Commercial Court

13.Hence, the present case, the Delhi Commercial

Court’s territorial jurisdiction.

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1.3 That Pecuniary jurisdiction arises in Commercial
Court.

14.It is Humbly submitted before the Hon’ble Court that

Mr Swarn Kumar had borrowed a loan from Mr Akhil
Singhal of worth Rs 5 crores at the condition to
payback Rs 10 crore at the table. Mr Kumar lost all
the money he borrowed and could not payback 10
crores at the table, resulting in losing he majority
shares of his company of 30 crores.

15.According to Section 2 The District Court of Delhi

have the jurisdiction to try the civil suits with
value upto 2 crore Rupees.

16.From this it is inferred that civil suit valued more

than 2 crore Rupees shall be tried in the Delhi High
Court.

17.On the other side, Section 3(b) states that

Commercial Disputes which otherwise may come under
the jurisdiction of respective High Court, should be
tried in a Commercial Court.

18.If the present case, would have been a civil suit,

it would have been instituted in the DHC. But as far
as the present case is concerned, it is a commercial
dispute with specified values and it shall be tried
in a commercial court.

19.In the present case, the amount of loan borrowed is

5 crores and the amount promised to payback is 10
crores, the values involved is more than 2 crores

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 Moreover, the value of the majority shares which ,Mr
Kumar lost to Mr Singhal, after failing to payback
10 crores are also worth more than 15 crores. So,
the suit rightly comes under pecuniary jurisdiction
of the Delhi Commercial Court.

2. WHETHER THE ESSENTIALS OF A VALID CONTRACT ARE

FULFILLED OR NOT ?

20.It is Humbly submitted before the Honor’ble Court

that the agreement signed by Mr Swarn Kumar with Mr
Singhal was not a valid contract as It did not
fulfil the essentials of a valid contract Mr Kumar
signed the agreement in unsound state of mind
resulting him to be an incompetent party to
contract.

2.1 That Mr Swarn Kumar was not competent to sign the

agreement

21.It is Humbly submitted before the Hon’ble Court that

Mr Swarn Kumar signed the agreement on 3 October
2016 with Akhil Singhal (money lender of the
casino)in offshore Casino Royale, Goa for a loan Rs
5 crores. The contract contained a clause that he
would pay him double the loan amount (RS 10 crore)
at the table and in default he would sign over his
majority shares in his company as surety. The video
from the Casino show that Mr Kumar had consumed
eight alcohol beverages (8X30 ml) prior to signing
the contract.

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 22.”Section 10 provides that for a valid contract the
parties should be two competent”

23.According to Section 11,A person of unsound mind is

not a competent party to enter into a contract. If a
person ,at the timing of signing a contract is
capable of forming retinal decisions and understands
its consequence on his interest, he is of sound
mind2

24.In the present case, Mr Kumar was not in a state of

sound mind. Before sign the contract he had already
lost Rs 3 crores which made in desperate to alcohol
beverages(8*30ml).This proves that his mind was not
in sound state. He was so drunk to rationalize his
decision and its consequences.

2.2 That Mr. Kumar was in a state of drunkenness.

25.It is Humbly submitted that the video from the

Casino shows that Mr Swarn Kumar had signed an
agreement with Mr Akhil Singhal for borrowing a
loan of Rs 5 crores prior to signing the agreement,
he had consumed eight alcohol beverages
(8*30ml)prior to signing the agreement.

26.A person who takes any intoxicants like alcohol.

Drugs etc. he is temporarily incompetent of entering
into contract one has to prove that at the time of
entering into a contract he was so intoxicated that

2 Section 12,Indain Contract Act,1872

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 he was incapable of rational thinking thus
agreements made by such person are void3.

27.Moreover, even in law, mere drunkness is not

sufficient to dislodge a contract which is otherwise
binding Section 12 of the contract act which defines
as to when a person can be said to possess a sound
mind for entering into a contract, seems to suggest
especially under illustration (b) thereto, that
intoxication can render a person incapable of making
a contract; however, the drunkness envisaged
thereunder is of severe variety-as can be gauged
from the expression ‘so drunk ‘used in the aforesaid
illustration- it must have the effect of crippling a
person’s ability to form a rational judgement4.

28.In India, permissible BAC limit is 0.03% to be able

to drive which is the minimum limit of alcohol
consumption to maintain a sound mind.

29.In this case, Mr Kumar had clearly consumed much,

more alcohol than the permissible limit to maintain
a sound mind. He was ‘so drunk’ to understand the
pros and cons of the agreement he signed. The fact
that he had drunk too much is evident from the video
obtained from the Casino.

30.Mr Singhal who was the moneylender of the Casino

already knew the Fact that Mr Kumar was highly
intoxicated. He knew the fact that people in the
casino are most of the time excessively drunk

3 R.K,Bangia Indian Contract Act, Allahabad Law Agency,14th Edition 2009

4 Yogendra Singh v. Prem lata and Anothers ,AIR 2013

16 | P a g e
 because he was the moneylender of that Casino
itself.

31.Therefore, this constitute this agreement to be void

ab initio as Mr Kumar was unsound during signing the
agreement and Mr Singhal knew the fact of his
unsoundness.

2.3 That Mr Kumar lost his ability to make rational

decisions

32.It is Humbly submitted before the Hon’ble Court that

Mr. Swarn Kumar had drunk 8 alcohol beverages
(8*30ml) before signing the agreement to borrow the
loan from Mr Singhal. Before he decided to borrow
money, he had already lost 3 crores which made him
desperate for more money. In this unsound mental
state, he had signed the pre written agreement,
which was having unreasonable condition.

33.According to the Section 12 states the purpose of

the sound mind for contracting. Unsoundness of the
mind is determined by the capability of
understanding what he is doing and to form a
rational judgement as to whether what he is about to
do is to his interest or not5.

34.A person incapable of looking after his affairs and

incapable of judging the consequence of his acts
cannot held bound and be responsible for his
contract.6

5 SanjivaRaw’s commentary Indian Contract Act,1872,pg 237, clause-5.

6 Inder Singh V. Parmeshwardhari Singh,AIR 1957 Pat at pp 492-93

17 | P a g e
 35.In the present case, Mr Swarn Kumar had consumed
excessive amount of alcohol beverges and was not in
his sense to judge his actions rationally Moreover,
as he had lost Rs 3 crores already earlier, he was
desperate to win the game and make more money. Both
these facts hampered the conscious judging ability
of Mr Kumar. He lost his ability to rationally
understand the terms of agreement and consequence of
this agreement.

3 WHETHER THE WAGERING CONTRACT ENTERED BETWEEN THE

PARTIES ARE ENFORCEABLE OR NOT?

36.It is Humbly submitted before the Hon’ble Court that

following facts are relevant to this case: that Mr
Kumar, A Delhi based businessman with a company of
30 crores, had lost approx. 3 crores at Casino
Royale, Goa playing a poker on 3 October 2016.His
desperate for more money and consumption of 8
alcohol beverages(8*30ml) led him to sign a pre
written agreement with Mr Singhl (moneylender of
the Casino) for Rs 5 crores. The agreement contained
a clause that he would pay him double the loan
amount (Rs 10 crores) at the table and in default,
he would sign over his majority shares in his
company as surety.

37.On 4 Oct 2016 Mr Kumar had lost all his money, and
being unable to pay double the loan amount as a
consequence he lost his majority shares at 2:00 am
thereafter in a desperate attempt he called Mr.
Aditya, An Esteemed Lawyer from Delhi who
accompanied Mr Kumar on his trip to Goa, who then
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 contacted Mr Singhal to take double the loan but not
to take majority shares of the company. But Mr.
Singhal refused the offer Mr Singhal had acquired a
lot of properties and companies this way.

3.1 That the object of the agreement signed between Mr

Kumar and Mr Singhal was unlawful.

38.It is Humbly submitted to this Hon’ble Court that

in the agreement signed by Mr Kumar, for a loan of
Rs 5 crores from Mr Singhal contained a clause that
he (Mr Kumar) would pay him double the loan amount
(Rs 10 crores) at the table and in default, he would
sign his majority shares in his company as surety.

39.Section 23, states that,”What consideration and

objects are lawful, and what not. The consideration
or object of an agreement is lawful, unless The
consideration or object of an agreement is lawful,
14
unless" it is forbidden by law; or is of such a
nature that, if permitted, it would defeat the
provisions of any law; or is fraudulent; or involves
or implies, injury to the person or property of
another; or the Court regards it as immoral, or
opposed to public policy.”

40.While the term ‘object’ unlike the term

‘Consideration’ has not been defined in Sec 2 of the
Act7, but it has been held to mean as ‘purpose’ or

7 Indian Contract Act ,1872

19 | P a g e
 ‘design’ of the contract. If the object is opposed
to publlic policy or tends to defeat any provision
of law, it becomes unlawful and thereby it is void
under Sec 23 of the Act8.

41.And Section 249,states that, ”agreement void, if

consideration and objects unlawful in part-If any
part of a single considerations for one or more
objects, or any one or any part of any one of
several considerations for a single object is
unlawful, the agreement is void.”

42.In our case the defendant claims to be giving a loan

to our client by putting forward an agreement with
unreasonable and arbitrary terms.

43.The terms of the loan provided by Mr Singhal were

arbitrary.

44.In the case of Mahesh Chandra v. Regional Manager,

U.P.F.C.,10 The Honr’ble Supreme Court held in
relation to term of loan that, ”That which is not
fair and just is unreasonable. And what is

8 Nutan Kumar v. Second Additional District Judge,Banda,AIR 1994 All 298

9 Indian Contract Act ,1872
10 I.T.1992(2) SC 326
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 unreasonable is arbitrary. An arbitrary action is
ultra vires”.

45.In the present case, Mr Singhal had it mentioned in

his agreement that Mr Kumar would pay him double the
loan amount(Rs 10 crores)at the table. He was aware
of the fact that a person would ask for a loan only
when he is out of money at the point of time and a
person so drunk would easily comply with his
unreasonable agreement. He knew if Mr Kumar lost his
money again he would not be able to pay Rs 10 crores
at the table and he would take over majority shares
of his company.

46.Mr Singhal’s action was not bonafide. Rather his

intention was malafide and immoral.

3.2 That the object of the agreement signed by Mr Kumar

was immoral.

47.It is Humbly submitted before this Honor’ble Court

that Mr Kumar had signed the agreement for a loan of
Rs 5 crores with Mr Singhal on 3 October 2016.The
video from the Casino shows that Mr Kumar had
consumed eight alcohol beverages(8*30ml)prior to
signing the agreement.The agreement contained a
clause that he (Mr Kumar) would pay him double the
loan amount(Rs 10 crores) at the table and in
default, he would sign over his majority shares in
his company as surety.

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 48.Mr Kumar lost all his money at the table and was
unable to return double the loan amount and as a
consequence lost his majority shares of the company
at 2 am on 4 Oct 2016 immediately after acquiring
majority shares of the company by A & M Pvt Lts for
selling majority shares of the company Thereafter,in
a desperate attempt he called Mr Aditya an esteemed
lawyer from Delhi who accompanied Mr Kumar on his
trip to Goa who then contacted Mr Singhal to take
double the loan but not to take majority shares of
the company but Mr Singhal refused the offer.Mr
Singhal had acquired a lot of properties and
companies this way.

11
49.Sec 23 states “ What consideration and objects
are lawful, and what not.—The consideration or
object of an agreement is lawful, unless—The
consideration or object of an agreement is lawful,
14
unless—" it is forbidden by law; or is of such a
nature that, if permitted, it would defeat the
provisions of any law; or is fraudulent; or involves
or implies, injury to the person or property of
another; or the Court regards it as immoral, or
opposed to public policy.”

50.And Sec 2412, states that, Agreements void, if

considerations and objects unlawful in part.-If any
part of a single consideration for one or more
objects, or any one or any part of any one of

11 Indian Contract Act 1872

12 Indian Contract Act 1872

22 | P a g e
 several considerations for a single object, is
unlawful, the agreement is void”

51.The object of agreement was immoral as Mr Singhal

made Mr Kumar sign the agreement in a drunk state
that too after having consumed eight alcohol
beverages (8*30ml) that clearly means he was not in
a state to think rationally and thus, he was not
competent to contract under Sec 11 of the Indian
Contract Act ,1872 as He was of unsound mind at the
time he signed the agreement .Mr Singhal intended to
make a drunken man lose majority shares of his
company by signing an agreement of which he cannot
understand result of had Mr Kumar not been in a
drunken state he would not have signed such an
unreasonable agreement

3.3 That the Agreement signed by Mr Kumar was against

Public Policy.

52.It is Humbly submitted before this Honor’ble Court

that Mr Kumar had signed the agreement for a loan of
Rs 5 crores with Mr Singhal on 3 October 2016.The
video from the Casino shows that Mr Kumar had
consumed eight alcohol beverages(8*30ml)prior to
signing the agreement.The agreement contained a
clause that he (Mr Kumar ) would pay him double the
loan amount(Rs 10 crores) at the table and in
default, he would sign over his majority shares in
his company as surety.

53.Mr Kumar lost all his money at the table and was
unable to return double the loan amount and as a

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 consequence lost his majority shares of the company
at 2 am on 4 Oct 2016 immediately after acquiring
majority shares of the company by A & M Pvt. Ltd.
for selling majority shares of the company
Thereafter, in a desperate attempt he called Mr
Aditya an esteemed lawyer from Delhi who accompanied
Mr Kumar on his trip to Goa who then contacted Mr
Singhal to take double the loan but not to take
majority shares of the company but Mr Singhal
refused the offer. Mr Singhal had acquired a lot of
properties and companies this way.

54.Lord Atkin describes that “something done contrary

to public policy is a harmful thing…”

55.In the case of Nutan Kumar and others v. IInd Addl

District Judge Banda13,it has been enunciated that an
agreement offending a statue or public policy or
forbidden by law is not merely void but it is
invalid from nativity it cannot become valid even
the parties thereto agree to it.

56.The concept that an agreement may be void in

relation to a specified person and may be valid or
voidable between the parties thereto is not
applicable to an agreement the very formation where
of law interdicts; or which is of such a character
that, If permitted, It would frustrate provision of
law; or is fraudulent; or involve or implies injury
to the person or property of another, or the court
regards it as immoral or opposed to public policy

13 AIR 1994 Allahabad 298

24 | P a g e
 Neither party can enforce said agreement. No legal
relation come into being from an agreement offending
a Staute or public policy.

57.In the case of Oil and Natural gas Corporation v.

14
Saw Pipes Ltd ,The Hon’ble Supreme Court observed
that the phrase ‘public policy of India” is required
to be given a wider meaning so as to prevent
frustration of legislation and justice. The Supreme
Court held that an arbitral award could be set
aside, if it is contrary to (i) the fundamental
policy of Indian law ;or (ii)the intent of India; or
(iii) justice or morality; or (iv)if it is patently
illegal. However, the Court cautioned that the
illegality must go to the root of the matter.

58.In this case Mr Singhal’s agreement is against

public policy because he had acquired a lot of
properties and companies this way. Letting this man
acquire another property this way would only
encourage him to make people sign this agreement
which is immoral and against justice and morality. A
person not being competent to enter into an
agreement cannot be made to sign an agreement to
lose all that he has achieved in his life by a
person who by malafide intention seeks to trap
people through his pre-written agreement.

59.In the case of Nutan Kumar v. Second Additional

District Judge, Banda,15,

14 2003(5)SCC 705
15 AIR 1994 All 298

25 | P a g e
An agreement of offending a statute or public policy or
forbidden by law; is not merely void but it is invalid
from nativity it cannot become valid even if the parties
thereto agree to it.

4 WHETHER THE INJUNCTION SHOULD BE GRANTED AGAINST MR.

SINGHAL FROM SELLING MAJORITY OF THE SHARES OF COMPANY IN
THE PRESENT CASE OR NOT?

60.It is Humbly submitted that the foundation of every

order of injunction rests upon “three pillar”. It is
also known as triple test for grant of interim
injunction. These “three pillars” have been
elucidated upon by the hon’ble supreme court in a
catena of judgements including in the cases of Best
Seller’s Retail v. Aditya Birla16,Kishoresinh v.
Maruti Corp.17

4.1 That Mr Kumar is still the owner of the shares.

61.It is Humbly submitted that the facts relevant to

this issues are such that the agreement contained a
clause that he (Mr. Kumar) would pay him double the
loan amount (Rs 10 crores) at the table and in
default, he would sign over his majority shares in
his company as surety. Subsequently, Mr. Kumar lost
all money at the table and was unable to return
double the loan amount as a consequence Mr Singhal,
as he claims, acquired majority shares of the
company Immediately after, he signed a contract with
a Delhi based company named A&M Pvt Ltd for selling

16 (2012) 6 SCC 792

17 (2009) 11 SCC 229

26 | P a g e
 majority shares of the company at 2 am on 4 October
2016.

62.It is Humbly submitted that Mr Kumar is still the

owner of the shares which are subject matter to this
suit as the agreement between Mr Kumar and Mr
Singhal is void under Section 2418. In the previous
issue, it has already been established that the
agreement drafted by Mr Singhal was with an unlawful
object and was against public policy.

63.In Sec 4419,it is mentioned that, ”Nature of shares.

The shares or other interest of any member in a
company shall be movable property, transferable in
the matter provided by the articles of the company”

64.Following is the procedure to transfer shares20

a. Instrument of transfer must be executed by both

transferor and transferee.

b. It must be duly stamped

c. It must be delivered to the company along with

certificate relating to shares transferred

d. Must be in the prescribed form and presented to

prescribed authority.

18 Indian Contract Act 1872

19 The Companies Act,2013
20 Section 56 , The Companies Act,2013

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 65.It can be observed that the lawful procedure to
transfer shares was not fulfilled. A mere unlawful
agreement signed by a person incompetent to contract
at the moment of signing the agreement placing
reliance on which the defendant claimed that he
acquired the majority shares of the company at 2 am
is not sufficient in the eye of law for a lawful
transfer of shares of a company.

4.2 That Temporary Injunction should be granted.

66.It is Humbly submitted that Order 39 Rule 1 of

Civil Procedure Code,1908, says that, ”Cases in
which temporary injunction may be granted

Where in any suit it is proved by affidavit or otherwise

a. that any property in dispute in a suit is in

danger of being wasted, damaged or alienated by
any party to the suit, or wrongfully sold in
execution of a decree,”

67.In the present case it can be seen that Mr Singhal,

as he claims, acquired majority shares of the
company. Immediately after he signed a contract
with a Delhi based company named A& M Pvt Ltd for
selling majority shares of the company at 2 am on 4
October 2016.

68.In the case of Supriya Chowdhary Sarcarv.Mst.

Hafiza Begum & Anr21.

21 2016 (3) Cal.L.T.192

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 The question involved was as to the title of the
property, which is subject matter to this suit. In this
case, an application for temporary injunction was moved
before the learned Trial judge when the learned Trail
court passed an ad interim order of injunction
restraining the defendants/ opposite parties from
transferring, alienating or encumbering the suit
property in any manner whatsoever and also restraining
the opposite parties/defendants from disturbing
possession of the plaintiff over and in respect of the
suit property till a particular date. The
opposite/defendants being aggrieved by the order
appealed to the order and that appeal was ultimately
dismissed. The order of injunction was passed to protect
the suit property.

69.In the present case it can be seen that if no ad

interim injunction was passed by this Hon’ble
court, the materials on record shows that there are
plausible reasons for such apprehension that the
defendant will alienate the shares of the company
before the matter is decided and adjudicated upon
by this Hon’ble court.

4.3 That the plaintiff would suffer irreparable injury

if his prayer for temporary injunction is not granted.

70.It is most humbly submitted that Mr Kumar has a

company of Rs 30 crores in Delhi Mr Singhal,
relying upon an unlawful and void agreement
claims that he acquired majority shares of the
company of Mr Singhal at 2 am on 4 October 2016. In
a Casino in Goa. Mr Kumar has spent his entire life
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 in putting up his business and taking it to such
height .If his prayer for temporary injunction is
not granted the defendant ,Mr Singhal would sell
the shares and it would thus, cause ban irreparable
injury and loss to the plaintiff, Mr Kumar.

4.4 The balance of (in) conveince in favour of the

plaintiff

71.It is humbly submitted that the balance of

conveince is in favour of plaintiff. According to
observations of Lord Diplock, in American Cynamid
Co v. Ethicon Ltd22The object of the interlocutory
injunction is to protect the plaintiff against
injury by violation of his right for which he could
not be adequately compensated in damages
recoverable. In the action if the uncertainty were
resolved in his favour at the trial; but the
plaintiff’s need for such protection must be weigh
against the corresponding need of the defendant to
be protected against the injury resulting from his
having been prevented from exercising his own legal
rights for which he could not be adequately
compensated under the plaintiff’s undertaking in
damages if the uncertainty were resolved in the
defendant’s favour at the trial. The court must
weigh one need against another and determine where’
the balance of convince’ lies”

72.Inconvenience, in the circumstances, is bound to be

caused to one of the parties to the suit. Hence, it

22 1975 AC 396
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 is duty of the court to consider inconvenience of
the plaintiff against inconvenience of the
defendant. If the court thinks that by refusing
interim injunction, more or greater inconvenience
will be caused to the plaintiff, if it will grant
injunction. If, on the other hand, it finds that by
granting interim injunction, greater inconvenience
will be caused to the defendant, it will refuse the
relief. It is by considering comparative
inconvenience that the court will exercise the
discretion.

73.In our case if the injunction is not granted Mr

Kumar would suffer more inconvenience as he will
lose what he had spent his entire life in building
up and it would not do him justice if he is denied
of this injunction. Mr Kumar would suffer much more
inconvenience if the injunction is not granted than
the inconvenience that Mr Singhal would suffer
injunction is granted. Mr Singhal had acquired many
properties this way and no major inconvenience
would be caused to him if an interim is granted23.

74.As all the 3 condition are in favour of granting of

such ad interim order of injunction, this Hon’ble
Court is humbly requested to grant the same in our
case.

23 231975 AC 396
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 PRAYER FOR RELIEF

WHEREOF IN THE LIGHT OF THE INSTREST CASE, WRITTEN

PLEADINGS AND AUTHORITIES SIGHTED, IT IS HUMBLY PRAYED
BEFORE THIS HON’BLE COURT THAT MAY BE PLEASED

To hold:

 That the commercial court of Delhi has the jurisdiction

to this case.

 That the essentials of valid contracts are not

fulfilled.

 That the agreement entered between the parties is not

enforceable.

 That temporary injunction should be granted against Mr.

Singhal from selling majority shares of the company

OR PASS ANY OTHER ORDER IT MAY DEEM FIT IN THE INTREST OF

JUSTICE, EQUITY AND GOOD CONSCIENCE

COUNSEL FOR PLAINTIFF.

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