S.N. Variava, J. - (1.) This is an Appeal against the judgment of the Division Bench of Delhi High Court dated 28.7.2000 in FAO (OS) No. 242 of 1998.
(2.) Briefly stated the facts are that pursuant to an Agreement dated 21st December, 1984 between the Appellants and 1st Respondent, the 1st Respondent was permitted to form a Private Company and use the name "Baker" as a part of its corporate name. Thus, 2nd Respondent Company was incorporated. The Appellants had 40% shareholding in this Company. Clause 8.3 of this Agreement provided as under: "8.3 In the event of Baker holding less than 40% of the paid up equity capital of the said Company, if the word Baker is part of the name of the said Company, the said Company shall not be entitled to retain the said word as part of its name; the intention being that the said word shall be used as part of the name of the said Company by virtue of the permission of Baker and that the said Company shall have no property interest in the said word; and if Baker so requires the said Company shall change its name to a name not including the word Baker or any similar word. If Baker so desires, the parties shall ensure that Baker and the said Company shall enter into an agreement in a form and subslance satisfactory to Baker so as to ensure observance and implementation of this condition by the said Company."
(3.) In 1994 Appellants sold their share in the 2nd Respondent Company and called upon the 2nd Respondent Company to stop use of the name "Baker". As 2nd Respondent refused to delete the name "Baker" from its Corporate name the Appellants filed the suit seeking an injunction against the Respondents from using the name Baker as part of their corporate name or in any other manner. In the suit, the learned Single Judge granted an ad-interim injunction restraining the 2nd Respondent from using the name Baker as part of their corporate name. The 2nd Respondent-company has also been directed to make an application to the Registrar of Companies for deleting the name Baker from its corporate name. In granting the above injunction, the learned Single Judge kept in mind well established principles which govern grant of injunction in an action of passing off. The learned Single Judge held that the Appellants had trans-border reputation and goodwill in the name in India. It was held that use of this name by the Respondents is likely to cause confusion and deception and that the Appellants would suffer damages if the interim relief was not granted.;