Civil suit over company flat allotment fails where no contractual right, constitutional basis, or absolute acceptance is shown.

A shareholder could not enforce allotment of a company flat through a civil suit where the claim concerned internal management and property allocation, which falls within the oppression and mismanagement framework under the Companies Act, 2013; the special remedy before the NCLT/NCLAT excluded civil court jurisdiction. An alleged family arrangement or board resolution created no enforceable right because it was neither pleaded nor proved to form part of the company's constitutional documents, and no basis was shown to disregard corporate personality. The email relied on did not form a concluded contract because acceptance was conditional, not absolute and unqualified under the Contract Act. The suit was dismissed with costs.

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Issues: (i) Whether a civil suit by a shareholder seeking allotment of a company flat on the basis of an alleged family arrangement or board resolution was maintainable in view of the Companies Act, 2013 and the remedy before the NCLT; (ii) whether the alleged family arrangement or board resolution could create an enforceable right against the company in the absence of pleading and proof that it was within the company's constitutional documents; and (iii) whether the email communication constituted a concluded contract capable of enforcement by injunction.

Issue (i): Whether a civil suit by a shareholder seeking allotment of a company flat on the basis of an alleged family arrangement or board resolution was maintainable in view of the Companies Act, 2013 and the remedy before the NCLT?

Analysis: The reliefs claimed were founded on grievances relating to the management and allotment of the company's properties, which fall within the domain of oppression and mismanagement. The statutory scheme under the Companies Act, 2013 provides a special remedy before the NCLT and NCLAT, and the civil court cannot be used to bypass that legislative framework. The suit was also not saved by the plea that the plaintiff held fewer shares than the threshold under Section 244, since proceedings on the same subject were already pending before the NCLT at the instance of other family members. The Court further held that the company remains a separate juristic entity and shareholder-family status does not by itself confer a civil right to interfere in its internal management.

Conclusion: The civil suit was not maintainable for enforcement of grievances concerning the company's internal management and allotment decisions.

Issue (ii): Whether the alleged family arrangement or board resolution could create an enforceable right against the company in the absence of pleading and proof that it was within the company's constitutional documents?

Analysis: The plaintiff had neither pleaded nor established that the alleged arrangement was incorporated in the company's Articles of Association. A resolution or private understanding, even if assumed to exist, cannot bind a company if it is ultra vires its Memorandum or Articles. The claim also failed because no foundation was laid for piercing the corporate veil, and the suit proceeded as if family ownership of shares converted the company into a family member. The Court held that such an approach is contrary to company law and cannot create an enforceable allotment right in favour of an individual shareholder.

Conclusion: No enforceable right against the company arose from the alleged family arrangement or resolution.

Issue (iii): Whether the email communication constituted a concluded contract capable of enforcement by injunction?

Analysis: Under Section 7 of the Contract Act, 1872, acceptance must be absolute and unqualified to convert a proposal into a promise. The communication relied upon by the plaintiff contained an express condition regarding vacation of another property, and the purported acceptance did not unconditionally accept that term. No concluded contract came into existence. In any event, the relief sought was in the nature of specific performance but was framed as mandatory injunction, and such injunction could not be granted where the claim did not satisfy the requirements of contract formation and the alternative statutory remedy was absent.

Conclusion: The email did not create a concluded enforceable contract, and no injunction could be granted on that basis.

Final Conclusion: The suit disclosed no legally enforceable civil right in favour of the plaintiff and was dismissed with costs.

Ratio Decidendi: A shareholder cannot enforce internal company allotment decisions through a civil suit unless the claimed right is traceable to the company's constitutional documents or another legally enforceable contract, and a conditional offer does not become binding without absolute and unqualified acceptance.

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