Would like to discuss a case with the group. A Private Limited company discussed following terms with a public Limited company in presence of a middleman. 1. 9 years lease (with 3 years lock in for licensee) for a 12000 Sqft piece of land within an amusement park. Idea was to develop an Indoor Air Conditioned amusement facility. 2. The land was leased on a fixed rental and some %age of revenue sharing. 3. The indoor facility will get a dedicated access for customers to come in. Thus customers need not buy the generic amusement park ticket. 4. Customers will get access to the indoor facility as per Licensee operational timings, even though bigger park may have closed as per its operational timings. Soon after an LOI was signed between both the parties which clearly mention point 1 & 2, however point 3 & 4 were not mentioned in LOI with an idea that LOI is understanding document and details will be mentioned in agreement. At the time of LOI signing, Licensee paid Licensor one month of rent as security deposit. At this point in time Licensor mentioned that agreement will take a few months and we should start the construction, usually all their agreements happen 6 months down the line. In fact many licensee are operating in their premises without agreement. So, the Licensee started the work and in parallel revisions were being done for the detailed agreement. It took good 5-6 months to develop the facility with an estimated expenditure of RS 3 Cr. By this time agreement was finalised and signed by the licensee and passed on to Licensor for signing and registration. Even E stamp papers were bought for registration by the Licensee. At this stage there were some changes in the management team, although people who signed the LOI are still part of management group. Now they have halted all work and are lingering the signing of the agreement. We fear that they are looking at changing the agreement all together. As a next step, we would like to put up a case in the court basis following points : 1. We have a signed LOI. 2. There are bank transactions to show that money has been paid to Licensor by Licensee at the time of LOI signing. 3. The middleman agrees that all the above mentioned points were discussed and agreed by Licensor. 4. Have emails from Licensor with draft of agreement which states all the above mentioned points.
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You can sue the licensor as on basis of LOI you have spent Rs 3 cr in development of complex
2) you can rely upon e-mails exchanged with the licensor
3) further licensor permitted you to carry on construction on the premises and accepted security deposit from you
Even if there was no signed agreement, the licensee carried on the work which was impliedly accepted by licensor and the licensor did not raise any objection against the same, which goes to show that there was a mutual agreement between parties orally and on basis of the LOI
If the licensor is not complying for registration formalities, then first issue a legal notice to enforce the oral agreement and LOI terms and on default warn the licensor of legal action
If licensor does not comply still, then you will have to file a specific performance suit
The new management cannot unilaterally alter the terms or not adhere to the agreement. The company is bound by the decision of the old management
See you can serve a legal notice to the licensor based on licensee to come forward.pay the amount and sign the further agreement if they fail you are entitled to recover.cost and compensation.
Further if on notice they fail file a suit before the commercial court if established or civil.court for recovery of your damages LOI is proof of transaction.
You should serve a legal notice to the licensor asking them to perform their part as it was agreed upon between the parties by way of a oral contrart and Letter of Intent, within 15 days of receipt of a legal notice.
If they fail to do so, you can recover the entire amount spent by you for construction work, alongwith interest and compensation or can ask for specific performance as the construction was done by you for the past 6 months without any protest from the Licensor, therefore, it is implied that Licensor had no objections with you doing the construction work.
Regards.
1)Licensee shall indemnify and hold Licensor harmless from and against any and all losses, costs.
2)send a legal notice through an Advocate and file a civil suit for damages.
Dear Client,
LOI is mother document and agreement executes shall be inclusive of it. No extra conditions can be imposed otherwise from LOI and acceptance of security deposit and investment done and work in progress on their commitment, absolute grounds to grant order in your favor.
Hello,
The LOI becomes a valuable security as per the Indian Penal Code and therefore case can be filed against the said person based on the LOI.
Regards
If the signing of the agreement is getting delayed inordinately, you may issue a legal notice in this regard to the parties concerned and specify a time limit within which they should sign the agreement papers which are prepared on the agreed terms.
If they failed to respond or turn up on the specified date or do not agree for the already agreed terms, you may drag them to civil court with a suit for specific performance of contract on the basis of LOI already entered between both and seek court direction for relief and remedy.
You can challenge the same.
Thanks for your response. Seems like we have a strong case to file a suit against the Licensor. I would request some more information from your side: 1. In which particular type of court will this case be filed. Both Licensee and Licensor have companies established in Delhi 2. How much would it cost to issue the legal notice and what would be the approx legal fee of yours for fighting this case. 3. usually how long would court take before a final verdict can be announced. 4. We have invested approx Rs 3 CR in CAPEX. Most of this cost was spent between Jan 2018- Oct 2018. Would like to understand what amount of claim can be filed in the suit.
1. See it will be in civil court and pecuniary jurisdiction has to be checked.it shall be filed in delhi only.
2. Contact advocate based in Delhi.
3. See court can take two year or three to finally dispose a.civil case.
4. The cost spent on improvement and approx amount since property was not further used so according to rent cost of same.
1) it has to be filed in small causes court delhi
2) legal fees vary depending upon lawyer engaged by you
3) it may take around 3 years to be disposed of
4) you can claim damages after consultation with your lawyer
1. You can approach rent controller court for relief.
2. The advocate fee may be enquired from the advocate you may prefer to engage.
3. Time taken for disposal cannot be predicted owing to various factors involved in a case.
4. Is this a claim case, of course you may look for the possibilities for claiming damages by filing a suit for damages separately.
1. Case would be filed in the civil Court in Delhi.
2. Cost differs from lawyer to lawyer and unfortunately, we are not allowed to disclose the prices as per the policy of this website as well as the bar counsel rules which has a no solicitation clause.
3. It would take at least one year to be disposed of.
4. You will be able to claim the amount spent by you along with interest, compensation for mental agony and litigation expenses.
For any legal assistance in this matter, feel free to call.
Through writ in HC.
3100 rs.
Interim order/relief will grant at at initial stage .
1. civil court
2. cant quantify varies from lawyer to lawyer.
3. it takes a great time as it is civil matter
4. depends on details of your case cant be specifically stated now but as of reading above facts it can be inccluded.