VIPIN SANGHI,J. - (1.) This is an application filed by plaintiffs, Daljit Singh and Sarvjit Singh, under Order 12, Rule 6 r/w Section 151 of the Code of Civil Procedure to seek judgment/decree in terms of the prayer made in the suit. The Plaintiffs have filed the suit praying for a decree of specific performance of an agreement to sell concluded on 07.04.2005 and further recorded on 03.05.2005 between the Plaintiffs and Defendant No.1 company in respect of property bearing No. A-22, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi. The Plaintiffs also seek a decree of permanent injunction against the defendants to restrain them from selling, transferring or encumbering the suit property to third party, and a permanent injunction against Defendant No. 2 to 6 from transferring or encumbering their shareholding of 10,00,000 shares in the Defendant No. 1 Company. The reliefs sought in the application are premised on the claimed admissions made by Defendant no. 1 to 6 in their written statement or otherwise.
(2.) As per plaint, defendant No. 2 - the Managing Director and the Principal Shareholder of Defendant No. 1 company, approached the plaintiffs for the sale of the suit property and the business carried on under the name and style of "South Delhi Toyota" including the goodwill of the said business. Defendant no. 2 to 6 are family members, and shareholders of defendant no. 1 Company. The plaintiffs claim that Defendant No.2 held out that he was the person responsible for, and in charge of the affairs of the defendant no.1 company and, therefore, was duly authorised to execute contracts and make promises on behalf of the defendant No.1 Company. Defendant no.2 expressly represented to the plaintiffs that defendant no.1 company is the absolute owner in possession of the suit property, free from all encumbrances, except claims of the DDA on account of the alleged misuse on the property, as well as sub-division of the premises. Defendant no.2 further represented to the plaintiffs that he is the authorised franchisee of Toyota Kirloskar Motors Pvt. Ltd. for trading and servicing the Toyota brand of cars and vehicles. The showroom is operated under the name and style of "M/s. South Delhi Toyota" in one half portion of the suit property. Defendant no.2 also represented that he had assigned his dealership rights from Toyota Kirloskar Motors Pvt. Ltd. in favour of defendant No.1 Company.
(3.) The plaintiffs further claim that on 07.04.2005, the plaintiffs and defendant no.1 company - through its Managing Director defendant no.2, arrived at a concluded agreement for the sale of the said property and transfer of the goodwill and franchise rights held in respect of the running business of South Delhi Toyota for a total consideration of Rs.55,50,00,000/- (Rupees Fifty Five Crores and Fifty Lacs Only). The plaintiffs further agreed to pay to the defendants the difference between the assets and liabilities of the dealership business in terms of the conditions stipulated in the agreement. In pursuance of the said agreement dated 07.04.2005, the plaintiffs paid an amount of Rs. 2 crores to Defendant No. 1 - Rs 1 crore in cash, and Rs. 1 crore by cheque. The receipt of the same was acknowledged by defendant No. 2 as Chairman-cum-Managing Director of Defendant No. 1 on the letter head of Defendant No. 1. The plaintiffs further state that an agreement to sell dated 03.05.2005 was executed in pursuance of the agreement dated 07.04.2005, which sets out in detail three distinct items forming subject matter of the agreement, and the respective sale consideration payable for each of these items.;