This note presents a concise research digest of the judicial decision, summarising the key issues, findings, and outcome. The judgment is analysed in the context of its factual background, issues framed, and conclusions reached by the Court.

2026 (1) TMI 1165 - Supreme Court

Case Snapshot

A corporate insolvency resolution process raised a dispute over whether a trademark formed part of the corporate debtor's assets and, consequently, whether it could be treated as available to the successful resolution applicant under an approved resolution plan.

The adjudicating authority, while dealing with an application moved by the trademark claimant under Section 60(5) of the Insolvency and Bankruptcy Code, 2016, made findings on title and also treated certain transactions as avoidable (preferential/undervalued) despite the absence of a dedicated avoidance application.

In appeal, the appellate tribunal set aside the adjudicating authority's conclusions on title and avoidable transactions, while also opining on the nature/effect of a contingent assignment arrangement.

The Court held that, on the facts, the adjudicating authority could not have declared title to the trademark in favour of the successful resolution applicant while exercising jurisdiction under Section 60(5)(c), particularly where the approved resolution plan itself reflected rival claims. The Court also disapproved the adjudicating authority's approach of applying Sections 43 and 45 of the Code without proper pleadings and notice. Observations by the appellate tribunal indicating vesting of title in the trademark claimant were also held unsustainable.

Material Facts

An operational creditor initiated corporate insolvency resolution proceedings against the corporate debtor under Section 9 of the Insolvency and Bankruptcy Code, 2016. A resolution professional was appointed. A resolution plan submitted by the successful resolution applicant was approved by the committee of creditors and subsequently attained finality as an approved plan. The resolution professional's application for approval of the plan was pending when the trademark dispute was raised.

A third party (described here as the trademark claimant) moved an application under Section 60(5) of the Code seeking, inter alia, intervention and directions that any approved resolution plan should exclude "rights in the trademark" from the corporate debtor's assets and also exclude use of the mark as part of the corporate name, on the premise that the trademark was not an asset/property of the corporate debtor.

The trademark claimant asserted ownership/proprietorship based on a sequence of commercial arrangements, including: (i) an earlier collaboration arrangement involving use of the mark, (ii) a subsequent trademark licence arrangement providing usage rights and a first right to purchase, (iii) a loan transaction where a charge was created over the trademark, (iv) a supplemental trademark agreement providing for assignment contingent upon discharge/vacation of a restraint order, (v) a later deed of assignment recording an absolute assignment, and (vi) recording of the claimant as registered proprietor by the trademark registry. The claimant also contended that treating the trademark as the corporate debtor's asset would contravene the Trade Marks Act, 1999.

The resolution professional, the committee of creditors, and the successful resolution applicant opposed the application. Their objections included that a restraint order in proceedings under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) prevented disposal of assets, that certain instruments were void as being in breach of restraint, and that the later deed of assignment could be attacked as a preferential transaction under Section 43 (including Section 43(2)(a)) read with Section 46 (including Section 46(1)(i)) and as an undervalued transaction under Section 45 (including Section 45(2)(b)) of the Code. It was also contended that actions relating to the trademark during the moratorium were hit by Section 14(1)(b) of the Code. Section 22A of SICA and Section 23 of the Indian Contract Act, 1872 were also invoked in opposition.

The adjudicating authority, while rejecting the trademark claimant's application, held (among other things) that the trademark was an asset of the corporate debtor and also reasoned that certain instruments were hit by SICA-related restraint and by Sections 43 and 45 of the Code, even though the resolution professional had not filed an avoidance application under Sections 43, 44, 45 and 46.

On appeal by the trademark claimant, the appellate tribunal held that the adjudicating authority had jurisdiction under Section 60(5)(c) to decide the dispute, but set aside the adjudicating authority's findings on title and on avoidable transactions, inter alia noting that avoidance findings require specific pleadings/material and that action could not have been taken in the absence of an application moved by the resolution professional. It also made an observation that the title vested with the claimant under the supplemental agreement subject to the contingency.

Both sides approached the Court: the successful resolution applicant challenged the appellate tribunal's interference with the adjudicating authority's conclusion on the trademark being an asset of the corporate debtor; the trademark claimant challenged the appellate tribunal's jurisdictional conclusion insofar as it upheld jurisdiction of the adjudicating authority to pronounce on title.

Issue Involved

Whether, on the facts, the adjudicating authority could, while exercising jurisdiction under Section 60(5)(c) of the Insolvency and Bankruptcy Code, 2016, record a declaration on title that the disputed trademark was an asset of the corporate debtor and, consequently, of the successful resolution applicant--particularly where the approved resolution plan itself reflected rival claims over the trademark.

Closely connected questions also arose on whether, in the course of deciding such an application and approving the plan under Section 31(1), the adjudicating authority could invoke Sections 43 and 45 (read with Sections 44 and 46, and with reference to Section 47) to neutralise alleged preferential/undervalued transactions without a properly pleaded avoidance application and without putting the affected party on notice.

Decision

The Court held that, in the facts and circumstances, the adjudicating authority could not have declared title to the trademark in favour of the successful resolution applicant while exercising powers under Section 60(5)(c) of the Code. The dispute over title to the trademark was not, on the facts, a question "arising out of or in relation to" the insolvency resolution proceedings in the manner required to justify a declaration of title within the summary jurisdiction under Section 60(5)(c).

The Court emphasised that an approved resolution plan--approved by the committee of creditors under Section 30(4) and by the adjudicating authority under Section 31(1) as meeting Section 30(2)--is the binding charter governing stakeholders. Where the plan itself recorded the chain of transactions and couched the successful resolution applicant's position as a "belief/understanding" while recognising rival claims, the adjudicating authority could not, through disposal of a third party application under Section 60(5), confer better rights than those reflected in the plan or effectively modify/alter the plan.

The Court also disapproved the adjudicating authority's approach of treating the assignment as hit by Section 43 and Section 45 (including Section 45(2)(b)) without an avoidance application and without adequate pleadings and notice. Such findings were characterised as perverse, in gross violation of principles of natural justice, and beyond the scope of the enquiry while deciding the trademark claimant's Section 60(5) application alongside plan approval.

The Court clarified that its observations were confined to setting aside the adjudicating authority's finding that the trademark was an asset of the corporate debtor and were not to influence any other court or authority deciding title disputes on merits in properly constituted proceedings. The appellate tribunal's observation that title vested in the trademark claimant under the supplemental agreement (subject to contingency) was also held unsustainable, as the fora below ought not to have entered into that inquiry on the facts.

Key Observations

1. Section 60(5)(c) is wide, but not unbounded. Section 60(5) confers jurisdiction on the National Company Law Tribunal to entertain/dispose matters including, under Section 60(5)(c), "any question of priorities or any question of law or facts, arising out of or in relation to the insolvency resolution or liquidation proceedings". The Court reiterated that the "nexus" with insolvency must exist; Section 60(5)(c) cannot be treated as a universal forum for all disputes under the sky, nor a mechanism to "short circuit" adjudication that properly belongs elsewhere.

2. Contextual application of the 'nexus with insolvency' test. The Court contrasted situations where a dispute arises solely from insolvency (for example, ipso facto termination premised only on insolvency) versus disputes that are essentially independent of insolvency. On the facts here, title to the trademark turned on contested private transactions, alleged restraint orders, assignment mechanics under trademark law, and competing factual narratives--issues which did not become "in relation to insolvency" merely because the corporate debtor was in CIRP and the trademark was mentioned in the plan.

3. Sanctity and finality of the approved resolution plan under Section 31(1). Once approved, the plan binds stakeholders. The Court treated the plan as the operative charter. Where the plan itself recorded rival claims and did not assert an undisputed title position, the adjudicating authority could not, while approving that very plan, grant a declaration that effectively improved the successful resolution applicant's title position. Any such conferment of additional rights was viewed as an impermissible modification/alteration of the plan.

4. Avoidance findings under Sections 43 and 45 require proper pleadings, procedure, and notice. Preferential transactions (Section 43, including Section 43(2)(a)) and undervalued transactions (Section 45, including Section 45(2)(b)) involve rigorous scrutiny and transaction-specific pleading. The Court accepted that an application framework is integral: the affected party must be clearly put on notice of the case it has to meet. The adjudicating authority's "sidewind" invocation of Sections 43 and 45--without an avoidance application by the resolution professional, and without the statutory discipline of pleadings/material--was held to violate natural justice.

5. Role of Section 47 in undervalued transaction challenges. The Court noted that Section 47 enables specified persons (creditor/member/partner, as applicable) to seek relief in respect of undervalued transactions where the resolution professional does not file an application. However, even under Section 47, the applicant must set out sufficient material and the respondent must be put on notice--conditions absent in the present procedural posture.

6. Limits of summary adjudication in complex title disputes over intellectual property. The Court treated the title dispute as "highly contentious", involving questions such as the effect of contingent assignment arrangements, the significance of registry recording, the interaction of moratorium under Section 14(1)(b) with subsequent steps, and allegations of mala fides and concealment. These matters were held to be beyond what could appropriately be decided within Section 60(5) proceedings in the fact matrix presented.

Practical Relevance

1. Resolution plan drafting: treat disputed assets with precision. Where an asset (including intellectual property) is subject to rival claims, recording it in the plan as a matter of "belief/understanding" and acknowledging competing positions can later constrain any attempt to obtain a title declaration within CIRP. Practitioners should ensure that the plan's treatment of disputed assets aligns with available procedural remedies under the Code.

2. Avoidance actions: procedure is substantive. If the resolution strategy depends on neutralising transactions as preferential (Section 43) or undervalued (Section 45), a properly pleaded avoidance application--supported by material and served with due notice--is critical. Attempting to secure avoidance-like outcomes incidentally, in other applications, risks being set aside on natural justice and jurisdictional grounds.

3. Section 60(5)(c): use only where the insolvency nexus is demonstrable. Applications under Section 60(5)(c) should articulate a clear connection to CIRP (for example, something that arises solely because of insolvency or directly impacts implementation of the plan as approved). Where the controversy is essentially a standalone title dispute, parties should anticipate jurisdictional resistance.

4. Post-approval landscape: the plan is the charter under Section 31(1). Once approved, stakeholders are governed by the plan's terms, and adjudicating authorities are not expected to confer rights beyond it in collateral proceedings. If a successful resolution applicant perceives "clouds" over title, it must pursue appropriate remedies rather than expecting an expansion of rights through Section 60(5) proceedings.

5. Litigation strategy in IP within insolvency. The decision underscores a disciplined separation between (i) insolvency-centric adjudication under the Code and (ii) adjudication of contentious proprietary title questions under general law and specialist statutes such as the Trade Marks Act, 1999 (including references made in argument to Sections 45 and 47 of that Act). Practitioners should evaluate forum, pleadings, and sequencing to avoid jurisdictional and procedural setbacks.

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2026 (1) TMI 1165 - Supreme Court