Property, contracts and Company Law.
Querist :
Anonymous
(Querist) 23 December 2010
This query is : Resolved
It is a real case
X is a real estate Public limited company. Y is a consultancy private limited company. Agreement entered for sole selling agency of their housing project authorizing Y for collecting money from the buyers.
Registered office of the both the companies are in Chennai. Z Project is in Coimbatore. Y sold all the housing units. But, none of the units registered to the buyers.
Dispute arised. X cancels the sole selling agency.
Y obtained Exparte orders against X from Madras City Civil Court as follows:-
Order 1:- Mandatory injunction restraining the Defendant or his men from terminating or cause to terminating the contracts entered by the Plaintiff prior to the revocation of authority, with regard to the township Z .
Order 2 :- Consequently directing the Defendant after collecting the balance money from the still interested buyers, to execute the such contracts, entered by the Plaintiff before the withdrawal of the authority.
There are numerous complications arised latter. Now the Queries are:-
1. Whether Chennai court is having territorial jurisdiction to pass these Orders 1 & 2 ?
2. All the agreements were between X & Y. Summons and notices served on X company. The company also filed a vakalath and counter. They said that the company had changed the name as Xx, the case against X is illegal. Latter they withdrawn their vakkalath and had not appeared there after. The court examined the Y Company director and passed orders. Documents marked to prove the claim. The name was changed after the dispute but before filing the case. Whether the order of the court in the old name is valid?
3. Whether Xx the renamed company is bound by the sale bookings?
4. Xx company had not preferred any appeal stating that there is no order against them, the order is against X company. Whether it is right?
5. Whether Order 2 of the Chennai court is executable (property is in Coimbatore)? In whose name the EP has to be filed (X or Xx or Xxx (the company renamed for the 2nd time) )
6. Who is liable to return the money to the buyers in case of refund whether it is the principal or agent (receipts issued in the name of X signed by Y)?
Y is claiming their commission and compensation, so refusing to return money to the buyers. X is not accepting the money from Y which was collected from the buyers. Y is prepared pay to X or to deposit the money before the court for the purpose of executing the sale orders and getting commission.
I request experts to post their reply in the light of Properties law, Contracts Act and Companies Act.
s.subramanian
(Expert) 24 December 2010
1. Chennai court has jurisdiction.
2. Xx compnay is only a successor compnay and as such is bound by the orders against the X company.
3. Xx compnay is liable for the sale bookings.
4. By not filing any appeal XX has allowed the order to become final.
5. You can file execution in chennai court itself. Or else,you have the option to seek a transfer of the said decree to coimbatore court under Sec.39 of the CPC for execution there.
6.Both are jointly liable to the buyers.
Querist :
Anonymous
(Querist) 25 December 2010
Now the company had changed its name from X to Xx to Xxx. By changing the name of the company its liabilities will not change. So whether the case can be initiated on Xxx (new name of the company?
