The High Court
Case Details
- 1 - 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
Legal Reasoning
2. MR. SHAJI JOY S/O MR. JOY PETER PUTHAN PURACKAL AGED ABOUT 60 YEARS, DESIGNATED PARTNER M/S. ZERAH SPACES LLP 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, Digitally signed by NIRMALA DEVI Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:18213-DB 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 (BY SRI. RAJENDRA M.S., ADVOCATE FOR SMT. MAYA HOLLA., ADVOCATE) …APPELLANTS 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.) - 3 - NC: 2025:KHC:18213-DB 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 - 4 - NC: 2025:KHC:18213-DB COMAP No. 281 of 2025 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 - 5 - NC: 2025:KHC:18213-DB COMAP No. 281 of 2025 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. - 6 - NC: 2025:KHC:18213-DB COMAP No. 281 of 2025 5. Learned Senior Counsel would therefore submit
Decision
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 - 7 - NC: 2025:KHC:18213-DB COMAP No. 281 of 2025 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 - 8 - NC: 2025:KHC:18213-DB COMAP No. 281 of 2025 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