ENA MEHRA & ORS Vs INTERNATIONAL DEVELOPMENT RESEARCH CENTRE & ORS -Judgment by Delhi High Court
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ RFA 772/2015
ENA MEHRA & ORS …. Appellants
Through: Dr. Arun Mohan, Sr Adv with Mr. Arvind Bhatt, Ms. Ritika Choubey and Ms. Swastika Singh, Advs
versus
INTERNATIONAL DEVELOPMENT
RESEARCH CENTRE & ORS …. Respondents
Through: Mr. Alipak Banerjee, Adv. for Respondents 1 and 2
Mr. Ruchir Mishra, Mr. Mukesh Kumar Tiwari, Ms. Poonam Shukla and Ms. Reba Jena Mishra, Advs. for Respondent 3
CORAM:
HON’BLE MR. JUSTICE C. HARI SHANKAR
O R D E R (ORAL)
% 30.01.2024
CM APPL. 1456/2024 (Order XXIII Rule 3 of the CPC)
1. The disputes between the appellants and Respondent 1 and 2 stand settled. Though learned Counsel for Respondent 3 had sought time on the last date of hearing to obtain instructions from Respondent 3 apropos the settlement of the disputes between the appellants and Respondents 1 and 2, no instructions are forthcoming today.
2. Learned Counsel for the appellants and Respondents 1 and 2 have drawn my attention to an order dated 11 December 2015, which specifically notes that the demand raised by Respondent 3 towards misuser charges is not subject matter of the present proceedings.
3. As such, I do not see any purpose in keeping this matter pending for obtaining of instructions from Respondent 3.
4. As already noted, the disputes stand settled between the appellants and Respondents 1 and 2, CM 1456/2024 has been filed as a joint application under Order XXIII Rule 3 of the CPC for disposal of the present appeal, qua Respondents 1 and 2, in terms of the settlement. The Settlement Agreement dated 12 December 2023 has been annexed to the application. The terms of settlement read thus:
�NOW THEREFORE THIS AGREEMENT WITNESSETH AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION RECORDED HEREIN, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
I. ENTIRE AGREEMENT; FULL AND FINAL SETTLEMENT
1. IDRC [Respondents-5 & 6 to the Writ Petition] and Petitioner- Mehra, have without prejudice to Petitioner-Mehras’ rights against L&DO, settled their inter se disputes.
2. The Parties hereby agree that this Settlement Agreement constitutes the entire understanding between the Parties in relation to any dispute (present and future) of any nature and on any account whatsoever against the other Party as set out above, and covered in relation to the communication received from L&DO vide Notice dated 9 October 1986 and demand raised on February 1994, the Appeal, Writ Petition, and the documents referred to herein, and related agreements and supersedes all prior understanding and writings between the Parties on matter (“Dispute”).
3. The Parties unconditionally agree and confirm that all grievances, disputes, and differences between them in relation to the Dispute, stand settled as per the terms of this Settlement Agreement.
4. The settlement is that without prejudice to Petitioner-Mehra’s right against L&DO, IDRC [Respondent nos. 5 & 6 to the Writ Petition] shall directly deposit a sum of Rs. 4.50 crores in the High Court of Delhi on the terms and conditions herein contained.
5. The Parties settle their Dispute as a full and final settlement, including all the claims and counter claims qua each other for a lump sum consideration of INR 4,50,00,000 (Indian Rupees Four Crores Fifty Lacs Only), to be deposited by IDRC in the High Court of Delhi (“Settlement Amount”) by means of Cheque drawn in favour of “Registrar General, Delhi High Court”.
6. In compliance with Order dated 19.01.2021 in Writ Petition (Civil) No. 3748 of 2018, if the L&DO) passes a speaking order that:
i. mis-user charges levied are less than Rs.4.50 crores, then the differential amount between the L&DO’s demand and Rs.4.50 crore (plus the interest earned on it) would be refunded to IDRC [Respondent nos. 5 & 6 to the Writ Petition]; or
ii. mis-user charges levied are in excess of Rs.4.50 crores (plus interest earned on it), then it is for Petitioner-Mehra and L&DO to continue the matter and seek adjudication from the High Court of Delhi. IDRC is not responsible for any monies beyond Rs. 4.50 crores to be paid to any third party, including L&DO in relation to the Dispute.
7. In other words, after meeting the L&DO’s mis-user charges, if (from this Rs.4.50 crore and interest accrued on it) there is any balance amount, IDRC would be entitled to withdraw it from the High Court of Delhi. Petitioner-Mehra shall have no objection to it.
8. However, if the L&DO’s demand is more than Rs.4.50 crores (with interest accrued on it), then this money (Rs.4.50 crores plus interest accrued thereon) will be paid to the L&DO forthwith and the matter will proceed to adjudication between L&DO and Petitioner-Mehra. For avoidance of doubt, it is clarified, that IDRC will cease to have any liability with respect to any mis-use charges in relation to the Dispute, as clarified above, and will not be a party to any adjudication proceedings contemplated above.
9. Petitioner-Mehra will bear the excess of differential money and will not claim reimbursement of it (i.e., over and above Rs.4.5 crores plus interest) from Respondent nos. 5 & 6 (IDRC), i.e., will bear the burden themselves.
10. Simply, on deposit of Rs.4.5 crores in High Court, IDRC (Respondent-5 & 6) will stand absolved from all claims by (Romesh Mehra HUF)/ Petitioner-Mehra, and any third-party claims (including L&DO) in relation to the Dispute.
11. In view of the settlement, upon deposit of the money in the High Court IDRC shall be deleted from Writ Petition (Civil) No. 3748 of 2018 and RFA No.772 of 2016 and shall be discharged of all liabilities in respect of these two proceedings, and the Dispute.
12. The Parties shall file the present Settlement Agreement by way of a joint application under Order 23, Rule 3 of the Code of Civil Procedure, 1908 before the Hon’ble Delhi High Court in the Writ Petition, and thereafter, in the Appeal. The Parties will request the Hon’ble Delhi High Court to record the terms of the settlement set out in the Settlement Agreement in the orders passed by the Hon’ble Delhi High Court under Order 23, Rule 3 application contemplated above. These proceedings (i.e., the Writ Petition as well as the Appeal) will stand discontinued against IDRC in terms of the Settlement Agreement and the joint application executed by the Parties. For avoidance of any doubt, it is clarified, that after the order is passed in respect of the joint application, IDRC will cease to be a party in the Writ Petition and will not be responsible towards the final outcome in these proceedings. In respect of the Appeal, the case will stand dismissed in terms of the Settlement Agreement.
13. The Settlement Amount in respect of the Settlement Agreement will be deposited by the IDRC in the Delhi High Court, by way of a demand draft, as soon as the joint application is listed in the Writ Petition.
14. The Settlement Agreement will be given effect only upon the Settlement Amount is deposited in the High Court, as set out above.
II. OBLIGATIONS OF ROMESH MEHRA HUF (REPRESENTED BY ENA MEHRA)
15. Upon deposit of the Settlement Amount by IDRC in the High Court:
a. Petitioner-Mehra unconditionally agree that they shall release IDRC of all liabilities (past, present and future) under the Rent Agreement and Dispute.
b. In the event L&DO raises any subsequent demand of any nature against IDRC, Petitioner-Mehra unconditionally agree to indemnify IDRC against such demand/ claim, and also defend such proceedings for and on behalf of IDRC, if IDRC requires them to do so.
c. Prior to the execution of the Settlement Agreement, Petitioner-Mehra shall present the letter of authority executed to enter into the Settlement Agreement.
III. WAIVER; GOOD FAITH
16. On deposit of the Settlement Amount mentioned above in court, both Parties unconditionally waive any and all claims and rights against each other, which were made and could have been made in relation to the Dispute, including but not limited to the legal proceedings that could arise out of the Notice of Dispute, and irrevocably releases and forever discharges each other (along with its affiliates, predecessors, successors and any other entity related to it and all of its and their past and present directors, officers, employees and anyone else acting for any of them all together “Releases”) from any and all claims, liabilities, damages, losses, expenses, actions proceedings, accounts, rights, demands, costs and expenses etc. arising out of or relating to any transaction, relationship, conduct, act or omission, or any other matters or things, whether known or unknown, whether at lave er in equity at date of payment of the Settlement Amount, in relation to the Dispute
17. Both Parties agree to co-operate and act in good faith and fairness to ensure the performance of the terms of the Settlement Agreement.
18. The Parties shall not, directly or indirectly, make or cause to be made and shall cause their affiliates and representatives not to make or cause to be made, any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to any person or entity.
IV MISCELLANEOUS
19. Each Party understands and agrees that other Party does not now and has not at any time before admitted any wrongdoing. culpability, or liability in relation to the Dispute. For avoidance of any doubt, it is clarified that the Parties do not admit to any liability, obligation or wrong-doing while entering into the Settlement Agreement and the settlement has been entered into without prejudice to their right and with an attempt to amicably resolve the pending Dispute.
20. The Parties affirm that no other promises or agreements of any kind have been made between them in respect of the Settlement Agreement and that they fully understand the meaning and intent of the Settlement Agreement. The Parties further state and represent that they have carefully read the Settlement Agreement, understand the contents herein, freely and voluntarily assent to all the terms and conditions hereof, and execute the same by their free will and consent.
21. The Settlement Agreement contains a full and complete settlement of all rights, obligations, claims, and matters in controversy which exist, might have existed, prior claims and demands or which subsequently might exist between the Parties in relation to the Dispute and supersedes all prior and contemporaneous deeds negotiations, proposed agreements, whether written or oral of the Parties. No modification, extension, or waiver of any provision of the Settlement Agreement shall be valid unless the same is in writing and signed by all Parties to the Settlement Agreement. Nothing herein shall be construed to prevent the enforcement by the Parties of the terms and provisions of the Settlement Agreement.
22. The Settlement Agreement may be executed in counterparts and shall become effective upon its execution by all Parties hereto.
23. Each Party to the Settlement Agreement represents and warrants to the other Party that it has the full right and authority to enter into and fulfil applicable terms and obligations of the Settlement Agreement.
24. Any dispute arising under the Settlement Agreement shall be settled by the courts of New Delhi, which shall have exclusive jurisdiction to hear such disputes.
IN WITNESS WHEREOF, each of the Parties has signed and executed the Settlement Agreement, and all the original copies hereto, on the date mentioned above.�
5. The appellants and Respondents 1 and 2 are represented by respective Counsel who undertake on their behalf to remain bound by the aforesaid terms of Settlement Agreement. The Court has perused the terms of settlement and find them to be legal and in order.
6. As such, the issue in the present matter does not survive for consideration between the appellants and Respondents 1 and 2. However, the appeal would continue to subsist vis-�-vis Respondent 3. The disputes between the appellants and Respondents 1 and 2 stand settled as per the aforesaid Settlement Agreement.
7. The application is disposed of accordingly.
RFA 772/2015
8. Respondents 1 and 2 are no longer parties in the matter.
9. Apropos the appeal qua Respondent 3, the appeal is already admitted.
10. List in due course.
C.HARI SHANKAR, J
JANUARY 30, 2024
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