Pradipta Ray, J. - (1.) Selvel Advertising Ltd. the present appellant (plaintiff in the Court below) entered into an agreement dated April 4, 1995 with Analysis Marketing and Management, a propietory concern of present respondent No. 2 Sri Somdeb Banerjee, (defendant No. 2 in the Court below) for execution of a proposed park named 'Theme Park' at B.B.D. Bag Mini Bus Terminus area. Under the said agreement the said Theme Park was to be laid exclusively by the present appellant with the right to bring any sponsor of its choice and the appellant-company secured absolute and exclusive legal right to collect the cost of construction, monthly maintenance and monthly rental charges from such sponsor. As consideration the appellant company paid Rs. 2 lakhs to the respondent No. 2 on April 5, 1995 and agreed to pay Rs. 28,000/- every month to the said respondent No. 2. Although no period was expressly mentioned in the said agreement, it was stipulated in clause 19 of the agreement that: "19. The second party will comply and abide all the conditions contained in the lease deed (signed on 28th September, 1994) with Government of West Bengal and the first party. This also relates to the part of period of contracts and renewals etc".
(2.) It appears that the respondent No. 2 as proprietor of Analysis Marketing and Management obtained a lease dated September 28, 1994 from the Government of West Bengal for a period of 3 years renewable after expiry of the said initial period of 3 years for laying, preparing and maintaining the proposed park at B.B.D. Bag Mini Bus Stand. In fact, two renewals were granted by the Government of West Bengal, one from September 28, 1997 to September 27, 2000 and another from September 28, 2000 to September 27, 2003. It, however, appears before the renewal of lease dated August 22, 2000. Analysis Marketing and Management was converted into a private limited company by the name AMM Media Works Pvt. Ltd. and Somdeb Banerjee was acting as its Chief Executive. In fact, the deed of lease dated August 22, 2000 was entered into between the Government of West Bengal and M/s. AMM Media Works Pvt. Ltd. represented by the respondent No. 2.
(3.) On December 21, 1999 the representatives of the present appellant and the respondent No. 2 representing M/s. AMM Media Works Pvt. Ltd. held discussion on further continuance of the agreement dated April 4,1995 and/or the rights and obligations under the said agreement. It was agreed therein : "(A) A new agreement to be signed between Selvel & AMM in the line of agreement between AMM & PWD (Govt.). (B) Selvel will arrange early payment of AMM dues (7 bills). (C) AMM agreed to the request of Selvel not increase Project Management Cost for 3 years. (D) Selvel agrees to increase reasonable Project Management Cost after 3 years. (E) Some minimum repairing cost to be borne by Selvel by emergency basis.";