Court grants leave to defend with deposit condition, upholds invoices as contracts, addresses dual capacity issue.

The court granted leave to defend to the defendants, imposing a condition to deposit Rs. 2,77,26,742 within six weeks. It held that the invoices formed valid contracts, emphasizing procedural compliance under Order 37 CPC. The court also addressed the issue of an advocate acting in a dual capacity and the alleged exclusive distributorship agreement, finding in favor of the plaintiff. The applications for leave to defend and condonation of delay were disposed of accordingly.

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Issues Involved:
1. Leave to defend under Order 37 Rule 3(5) CPC.
2. Condonation of delay under Section 5 of the Limitation Act.
3. Validity of the suit under Order 37 CPC based on invoices.
4. Alleged exclusive distributorship agreement and its breach.
5. Dual capacity of an advocate acting as a constituted attorney.
6. Compliance with Order 37 Rule 3(4) CPC and Appendix B Form No. 4A.

Detailed Analysis:

Issue 1: Leave to Defend under Order 37 Rule 3(5) CPC
The defendants filed applications for leave to defend the suit, arguing that the plaintiff's suit based on invoices does not fall under the provisions of Order 37 CPC. They contended that there was no written contract, and the invoices alone do not constitute a contract. They also raised multiple defenses, including the existence of an exclusive distributorship agreement and alleged breaches by the plaintiff. The court, however, found that the invoices formed a valid contract and that the defendants had acknowledged their liability in emails. The court granted leave to defend but imposed a condition that the defendants deposit the claimed amount of Rs. 2,77,26,742 with the Registrar General within six weeks.

Issue 2: Condonation of Delay under Section 5 of the Limitation Act
The defendants sought condonation of a 25-day delay in filing the application for leave to defend. They attributed the delay to the bulky record and court closures during Deepawali. The court condoned the delay, accepting the reasons provided by the defendants.

Issue 3: Validity of the Suit under Order 37 CPC Based on Invoices
The plaintiff argued that the suit was maintainable under Order 37 CPC as the invoices constituted written contracts. The court agreed, citing previous judgments that supported the view that invoices containing detailed terms and conditions are valid contracts under Order 37 CPC. The court rejected the defendants' reliance on the Simba case, distinguishing it based on the facts.

Issue 4: Alleged Exclusive Distributorship Agreement and Its Breach
The defendants claimed that the plaintiff had breached an exclusive distributorship agreement by appointing another dealer. The plaintiff countered that there was no exclusive agreement and that any such agreement had expired. The court examined the relevant documents and found that the distributorship agreement was not exclusive and had expired. The court held that the defendants could not withhold payment to pressurize the plaintiff into an exclusive agreement.

Issue 5: Dual Capacity of an Advocate Acting as a Constituted Attorney
The defendants argued that the summons for judgment was defective as it was supported by an affidavit from the plaintiff's advocate, not the plaintiff. They cited cases where courts held that an advocate could not act in dual capacity. The court agreed, noting that the affidavit of the advocate did not satisfy the requirements of Order 37 Rule 3(4) CPC. The court emphasized that compliance with procedural requirements is mandatory.

Issue 6: Compliance with Order 37 Rule 3(4) CPC and Appendix B Form No. 4A
The court found that the summons for judgment did not comply with Order 37 Rule 3(4) CPC, as it was not supported by the plaintiff's affidavit. The court cited the Satish Kumar case, which held that such a defect is incurable. Consequently, the court treated the suit as a normal suit and granted leave to defend to the defendants, subject to the condition of depositing the claimed amount.

Conclusion:
The court granted leave to defend to the defendants, conditional upon depositing Rs. 2,77,26,742 within six weeks. The court emphasized the importance of procedural compliance under Order 37 CPC and found that the invoices constituted valid contracts. The court also addressed the issue of dual capacity of an advocate and the alleged exclusive distributorship agreement. The applications for leave to defend and condonation of delay were disposed of accordingly.

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