FACTS –

Singer Consultants Pvt. Ltd., having registered office at 34 New Complex, Delhi, was
approached by Miss Neena Elizabeth, Managing Director of WinSoft Telecommunications Pvt.
Ltd, in June Yr-4. Ms. Elizabeth was interested in leasing the company’s most expensive and
exquisitely designed properties, Jubilee Plaza at 14 Old Road, Delhi

In July Yr-4, Miss Elizabeth, accompanied by her manager Mr. Sooraj Krishan, visited the
property and found it suitable for their purposes. After few rounds of negotiations, the property
was leased out to WinSoft on 12th September, Yr-4.
The lease deed contained all standard clauses pertaining to lease of a property – the rent was fixed
at INR 2L/pm, to be paid in advance by the 7th of every month, alongside rent of parking space
of two cars, which was fixed at INR 8000/-. A security deposit equivalent to three months of rent
was paid, which was liable to be forfeited in case of breach of contract, and a lock-in period of
three years was fixed – during which WinSoft could not terminate the lease. In return, WinSoft
was assured that the property would be maintained by Singer Consultants.
Then, in March Yr-2, out of the blue, WinSoft sent a three-month notice, terminating the lease
June 30, Yr-2. It was quite a shocking blow for Singer Consultants, which left them in a
tumultuous situation. The reason cited for this unfair step was limitation of space for current and
future requirements; furthermore, it was contended that the rent for the months of April to June
Yr-2 be adjusted against the three months security amount deposited with Singer Consultants.

WinSoft Telecommunications left the property on March 30, Yr-2. A joint inspection in
September Yr-2 showed that the premises were in absolutely good condition. The building
remained unutilized and unproductive of rent right up to February 1, Yr-1
On April 26, Yr-2, WinSoft sent a legal notice, raising grievances regarding maintenance of the
property and alleging breach of contract by Singer Consultants – however, this was the very first
time that such issues were being raised.
EXAMINATION IN CHIEF OF VARUN SINGER

1. For the record of the court,state your name and occupation.

Ans- I am Varun Singer, Managing Director of Singer Consultants Pvt Ltd
2. Are you the owner of Jubile Plaza property ?
Ans- Yes I am.
3. How did you come in contact with Miss Neena Elizabeth ?
Ans- I received a call from her asking to rent Jubilee Plaza for her office.
4. What was Miss Elizabeth’s reaction when she visited the property ?
Ans. She found the property suitable for her purposes.
5. Was any agreement reached after the meeting ?
Ans- We signed a lease deed on 12 Sept 2014.
Ans- 6. Please tell the court about the contents of the lease deed.
Ans- Lease was given at monthly rental of 2lakhs 8 thousand rupees, it containes the standard
clauses of payment of security deposit equivalent to 3 months and a lock in period of 3 years
during which they could not terminate lease deed.
7.What was the position regarding default included in the lease deed by either party ?
Ans- though there was no specific penalty but it contained a lock in period
8. What was defendant’s feedback upon shifting to the property ?
Ans- They were quite please upon shifting and we never heard any complaints.
9. When did you come to know to know about termination of lease deed ?
Ans- It was on 25 march 2016 that we received a legal notice on their behalf.
10. What was the reason cited ?
Ans- they cited limitation of space as the reason.
11. What were the contents of the second notice that you received ?
Ans- we received the 2nd legal notice on 26 april 2016, where they raised grievances relating to
maintenance of property and alleged breach of contract by us.
12. Did the defendant’s company ever make a formal complaint before this notice ?
Ans- No such complaint was made to us on their behalf.
CROSS EXAMINATION OF VARUN SINGER

1. How long have you been in this business ?

Ans- Quite a few years.
2. Would that mean that you are aware of the knows how’s of how to lease out a property?
Ans- Yes
3. Was there any penalty in the case of termination of lease deed before the lock in period
expired ?
Ans- No,it did not contain any specific clause.
4. Is it true that negotiations were held on the topic of penalty to be given in the case of
termination of contract ?
Ans- Yes that is true,but we did not find any need to state the penalty specifically .
5. Don’t you think that particulars of a contract should be precisely laid out and not left to
presumptions ?
Ans- Yes I agree , but what other purpose would a lock in period serve other than deterring the
party from its termination
6. Were you in charge of maintenance of property ?
Ans- Yes ,we were.
7. Can it be assumed that your maintenance department failed to inform you about the
complaints that were raise ?
Ans- No, if there was any problem I would have been informed .
8. Is it true that you received a three months notice for termination of lease deed ?
Ans- Yes that is true.
9. Therefore you were aware that lease deed is going to be terminated ,thus did you make
any attempt to look for new tenants ?
Ans – As one cannot terminate contract in the lock in period without paying penalty ,we did not
find any need to look for new tenants.
10. Is it true that you received the property in the same condition as it was leased out by
you ?
Ans- Yes that is true ,which means that it has been maintened well by us.

11. Or maybe it could be the case that defendant’s company paid out of its own pocket as
you failed to take any action on repeated complaints.
Ans- Maintenance was our duty , there was no need for them to take up any such work.

EXAMINATION IN CHIEF OF NEENA ELIZABETH

1. For the record of the court kindly identify yourself and your occupation.
And. I am Neena Elizabeth ,Managing director of Winsoft Telecommunications Pvt .Ltd
2. How did you come in contact with the plaintiff ?
Ans. I was looking for a property to expand my business, after a long search and on strong
recommendation of ABZ Property Consultants, I met with Varun Singer
3. What was your initial reaction after visiting the property ?
Ans. I had an instant liking to it as it had all the required facilities
4. What were the contents of the lease deed ?
Ans. Monthly rent of 2lakhs 8 thousand was agreed upon with an advance rent for 3months. It
also contained a lock in period of 3 years
5. Did you ever default in paying the rent of the property ?
Ans. No ,I was always diligent with paying of the rent.
6. Who's responsibility was it to maintain the property ?
Ans. It was the responsibility of Singer Consultants Pvt Ltd for which they billed us maintenance
charges.
7. Was there any penalty in the lease deed if the contract was terminated during the lock in
period ?
Ans. No and this was done deliberately after negotiations.
8. You mean to say that penalty and liquidated damages were omitted deliberately with
consent of Mr. Singer ?
Ans. Yes , exactly !
9. When did you first come to know about problems with the property ?
Ans. I was informed within few days by my trusted employee.
10. Did you complain to Varun Singer and if so what was his reaction to it ?
Ans. Yes his maintenance department was informed but they did not sort out the issues even
after repeated requests.
11. How did the lapse in maintenance on the part of Varun Singer affect you ?
Ans. As our clients visited our office ,such poor maintenance was creating embarassment to our
company and damaging it's reputation. We could not hold business meetings or accomoo
employees due to it.
12. What was done further on your part ?
Ans. My company decided to spend money out of their own pocket to resolve some of the issues
13. Did you send a notice to Singer Consultants and what were the content of it ?
Ans. Yes ,being fed up with all these issues we sent a 3 months notice on 25th March ,
terminating the lease deed with effect from 30th June
14. Was any proof of damage given by Varun Singer due to premature termination of
lease?
Ans. None ,further as there was no penalty for termination of lease within lock in period thus we
are not liable to pay.
15. Are you aware if mr Varun singer tried to look for new tenants ?
Ans. He did not try to look for any , his employee even taunted as stating that they don't even
need to look for new tenants as we would be forced to pay the rent .

CROSS EXAMINATION OF NEENA ELIZABETH

1. You claim that you were looking for a “spacious” property and when you visited it, you
instantly had a liking for Jubilee Plaza?
Ans . Yes.
2. So then you submit that you made an error of judgment and could not foresee that this
space may become small for you?
Ans. Yes.
3. Do you think it is justified that Singer Consultants should bear the brunt of your
mistake?
Ans. This is not the case , it is the Singer Consultants who have breached the contract by not
maintaining the property.
4. Was there a ‘lock-in’ period clause in your agreement with Singer Consultants?
Ans. Yes

5. Was the ‘lock-in’ clause introduced by mutual consent of parties?

Ans. Yes
6. Do you understand the implication of a lock-in period and what such a clause in the
agreement suggests?
Ans. Yes
7. Did you terminate your lease before the completion of the ‘lock-in’ period?
Ans. Yes I did, and I have already stated the reason for doing so.
8. So you solely terminated the contract due to maintenance problems in the building?
Ans. Yes
9. The condition was so bad that you even had to get the air conditioning reinstalled by
paying from your own pocket?
Ans. Yes
10. So there were major maintenance issues in the building, and you had to go to the extent
of paying for reinstalling the ACs, and yet you continued to pay the maintenance charges?
Ans. Yes
11. Have any other companies come forward with complaints?
Ans. Not that I am aware of
12. Is it true that there was a joint inspection by both companies in September and you
returned the premises to Singer Consultants ‘in the same condition in which you got it’?
Ans. Yes as has paid for maintenance out of our own pocket and not because it was maintained
by singer consultants.

CLOSING STATEMENT BY PLAINTIFF’s LAWYER

Your Honour, kindly allow me to make a few brief and distinct submissions as part of my
closing statement

Firstly, Miss Neena has just admitted that there was a ‘lock-in’ period clause in the lease
agreement. In Indiabulls Properties vs Treasure World Developers (2014), the Bombay HC has
said that a contractual provision in a leave and license agreement for a lock-in period is not per
se illegal, unlawful, void or even voidable. All commercial and residential rental properties have
a lock-in period. It is mutually understood to mean that both the lessee and the owner cannot
terminate the lease unilaterally before the time period expires. Section 42 of the Specific Relief
Act, gives the Court power to compel specific performance of the negative part of an agreement,
in this case, it being the responsibility to not terminate the lease before the lock-in period.
Furthermore, Section 30 of the same Act says that Court may require parties rescinding to do
equity i.e. On adjudging the rescission of a contract, the court may require the party to whom
such relief is granted to restore, so far as may be, any benefit which he may have received from
the other party and to make any compensation to him which justice may require.

Secondly, the Court is requested to acknowledge the lack of corroboration from other occupants
of Jubilee Plaza about ill maintenance of the building as well as absence of any such previous
complaints from any other occupants. Jubilee Plaza was the most exquisitely designed properties
and a joint inspection in September Yr-2 proved the good conditions it was kept in.

Thirdly, on the one hand, WinSoft claims that the building had maintenance issues, and
furthermore, they had to invest money in the repair of the air conditioning; on the other hand,
they have submitted evidence of having paid all maintenance bills to Singer
Telecommunications? Why would they continue to do that? This is a clear loophole in the
fictitious story presented by the respondents.

Fourthly, I would like to assure the Court that 26th April, Yr-2 is the first time ever that these
maintenance issues were raised. The respondents have failed to provide any evidence to the
contrary. In such case, it is not hard to logically conclude that this was done later on to evade
their legal obligation

Now, about the security deposit, this is also one of the issues in conflict. A security deposit is
any money a landlord takes from a tenant other than the advance payment of rent. The security
deposit serves to protect the landlord if the tenant breaks or violates the terms of the lease or
rental agreement. It is returned only after successful completion of the time period agreed upon
in the agreement. By illegally and unilaterally terminating the lease before it’s expiry, WinSoft
has lost any claims over it and the same has been justifiably forfeited by my clients.

Miss Neena’s attorney intends to bring to the notice of the Court that Singer Telecommunications
wishes to extort money from WinSoft and has not submitted any evidence to show that they have
tried to mitigate their loss by bringing in a new tenant. In defense against this, I would like to
bring to light the judgment of Bombay HC in Corporate Management Council vs Crawford
Bayley & Co., where the Court has declared the following: Agreements of leave and license
cannot be equated with agreements for the sale of goods or properties. It is thus not always
possible or easy to assess the loss in the case of a breach of a leave and license agreement by the
licensee. Indeed, for these reasons, it is not always necessary for a licensor to mitigate loss in the
case of a breach of a leave and licence agreement by the licensee. Unlike in the case of a sale it
would not always be permissible to compel a licensor to let the premises to another with a view
to mitigating the loss.

Mr. Krishan, manager to Miss Elizabeth, has admitted in his statements that that at the very
beginning, it was very clear that the building would be too small for their purposes. However,
she paid no heed to him words and signed the lease deed. Upon realizing that the building would
indeed not suffice to fit in the new staff, she terminated the lease agreement in violation of the
Indian Contract Act. To escape the consequences, WinSoft Pvt. Ltd. fabricated false claims
against my client, which has consequently hurt the goodwill of the company.

My clients plead Your Lordship to bring justice to them, and in conformity with the laws and
legal precedents of India and Indian Courts, allow Singer Consultants Pvt. Ltd.’s claim for rent
from April Yr-2 onwards for the unexpired lock-in period, along with interest @ 18% p.a. till
date of payment.

Closing statement by defendant’s Lawyer

Your Honour , Kindly allow me to make a brief and distinct submissions as part of my closing
statement

Firstly, This is an open and shut case as Winsoft telecommunications Pvt. Ltd, had already sent a
legal notice to Mr. Singer for non compliance of the proper maintenance of the property. Also
despite constant reminders to the maintenance staff of Mr.Singer , our client only got reply
colored in form of constant harassment as nothing was done on their part to maintain the
property. It was Winsoft Communications who had to pay from their own pocket to maintain the
property. Non Maintenance of the property on the part of Mr. Singer is a clear breach of contract.

Secondly, In any legal universe the "Lock-in" period does not entail that even after the breach of
contract on the part of Mr. Singer itself could make them entitled to due rent for the remaining
period till the completion of 3 years. The principle of natural justice states that no one can take
advantage of their own wrong.

Mr. Singers' attorney keep on stating that our requirement of space fell short of our needs and
that is the real reason for sending notice of termination of contract. In defence against this I
would like to say that even if we have n number of reasons to vacate the property they cannot
hide from the fact that the maintenance was a problem and non adherence to our issues raised
inevitable leads to breach of contract.

Miss Neena's company has a high reputation in the corporate world and they had to face
humungous embarrassment due to non maintenance as it affected the image of the company in
the eyes of the clients. Any business runs on clients and if any company does suffer from loss of
clients due to not their fault but their lessor's fault then lessor should be hold liable.

No violation of Indian contract had been done on Miss Nina's part rather it is the Mr.Singer who
has breached the Indian contract Act by breaching the terms of the contract.

My client plead your lordship to bring justice to Miss Neena and dismiss the appeal raised by
Mr. Singer.