M.K.Sharma,J. - (1.) In this suit instituted by the plaintiffs against the defendants seeking for a decree for specific performance of the Joint Venture Agreement dated 23.8.1996 and also for a declaration that the letters dated 16.7.1998 and 17.7.1998 written by defendant No.1 are illegal, invalid, null and void, the plaintiffs have also filed an application under Order 39 Rules 1 & 2 read with section 151 Civil Procedure Code praying for an interim temporary injunction. In the aforesaid suit as also on the application summons and notices were issued and the defendant No.2 has entered appearance and filed its reply to the injunction application. By this order I propose to dispose of the aforesaid application filed by the plaintiff against the defendants under Order 39 Rules 1 & 2 Civil Procedure Code.
(2.) The plaintiffs entered into an agreement with defendants No.1 & 3 for establishing a joint venture for providing Globalstar Satellite Link Services in India. A copy of the said joint venture agreement has been placed on record. It is stated in the plaint that the plaintiffs entered into the aforesaid joint venture agreement with the defendants No.1 & 3 on the representations made by defendant No.1 that the defendant No.1 had entered into a Founder Service Provider Agreement with the second defendant as the Service Provider and that in pursuance to the aforesaid agreement the defendant No.1 had the necessary right to enter into an agreement with Indian parties for providing Satellite Link Telecommunication Services. The plaintiffs have stated that in fact defendant No.2 is acting through defendants No.1 & 3 and that the said defendant No.2 was in fact de facto entering into an agreement and was rendering services unto it. Some of the relevant clauses of the said agreement which may have a bearing in the present context are quoted herein below:- 2.2 Unavailability of Approvals. Each Party, in its sole discretion, shall have the right to terminate this Agreement in the event that the Governmental Approvals have not been obtained in a form satisfactory in the parties on or before March 31, 1997 or such other date as may be agreed upon among the Parties. Termination pursuant to this Section 2.2 shall be effective with seven days prior written notice setting forth the reason for the termination and the parties shall cause the dissolution of the company (or GISS as the case may be) and shall have no further liability whatsoever to each other under this Agreement. 3.2.3 In the event that the approval is given by RBI but neither the Government Approvals nor the In-Principle Approval is given by December 31, 1996, the parties shall make a decision as to whether this Agreement is to be terminated pursuant to Section 2.2/2.3 and in the event of such termination, HYUNDAI/DACOM shall reserve the right to repatriate the money remitted or any portion thereof to Korea subject to the approval of RBI calculated in accordance with Section 2.3. 3.6 Additional Agreements HYUNDAI/DACOM and Local Partners shall cause their representatives on the Company's Board of Directors to review at their initial meeting and cause the Company to enter into the LSPA with Hyundai/DACOM, substantially in the form attached hereto as Exhibit A, nor a part of this Agreement but as a reference only. If Hyundai Electronics Industries Co. Ltd. ("HEI"), requests and the Company deems it necessary, the Company shall enter into the Equipment Purchase Agreement with HEI ("EPA"), whereby the Company will purchase certain Globalstar Service-related products from HEI provided the prices and terms are competitive with those of other similar suppliers. 18.2 Survival of Obligations: Notwithstanding any termination of this Agreement for any cause the parties hereto shall not be released from any liability which at the time of such termination has already accrued to such Party or which thereafter may accrue to such party in respect of any act or omission prior to such termination, unless such liability shall have been specifically released. 18.11 Force majeure: Any failure of any Party to perform any of the obligations under this Agreement due to causes including, but not limited to, strikes, acts of God or of the public enemy rious incendiaries, interference by civil or military authorities, compliance with governmental laws, rules and regulations and inability to secure necessary government approval which are beyond the reasonable control of such Party shall be deemed not to be a default and the performance of such affected obligations and any obligations consequential thereto shall be suspended until the force majeure circumstances have ended.
(3.) Pursuant to the aforesaid Joint Venture Agreement defendant No.4 was incorporated in India on 15.7.1996 and the parties to the Joint Venture Agreement namely the plaintiffs and the defendants No.1 and 3 deputed their representatives on the Board of Directors of defendant No.4. Pursuant to the aforesaid Joint Venture Agreement the defendant No.4 also applied for and received the approvals from Secretariat for Industrial Approvals for Foreign Investments and the approval of Reserve Bank of India for foreign investment by defendant No.1. The defendant No.4 also made an application to the Director General of Telecommunication for license to provide Mobile Satellite Services in India, which is however, awaited as the Government of India is yet to formulate a policy in that respect. However, all of a sudden the plaintiffs came to learn about the intimation sent by defendant No.2 to defendant No.4 under the letter dated 2.7.1998 about the withdrawal by defendant No.1 and 3 from the Globalstar Joint Venture Agreement. The aforesaid communication was placed in a meeting of defendant No.4 held on 3.7.1998 wherein the parties reviewed the affairs of defendant No.4. In the said meeting the progress on license and application under Section 372 as also the reasons for delay in obtaining approval was discussed. The plaintiffs made a request to defendant No.1 not to terminate the agreement until the matters are sorted out with defendant No.2. In spite of the aforesaid request of the plaintiffs not to terminate the Joint Venture Agreement the defendant No.1 chose to terminate the agreement and accordingly the present suit was instituted by the plaintiffs.;