Authority: High Court of Delhi at New Delhi

Order Date: 15 July 2026

Case Overview

  • Parties: Appellants – Aperam Stainless Services and Solutions Precision SAS (Appellant No. 1) and Aperam Alloys Imphy SAS (Appellant No. 2); Respondents – Jindal Saw Ltd (Respondent No. 1) and IUP Jindal Metal & Alloys Ltd (Respondent No. 2).
  • Background: A Joint Venture Agreement dated 12 Aug 2004 created IUP Jindal Metal & Alloys Ltd, initially with Aperam holding 27 % (later 19.29 %). Disputes arose over management exclusion, leading Aperam to exercise a put option in 2009. Negotiations resulted in a Settlement Agreement dated 20 Dec 2013, whereby Aperam agreed to transfer its shares to Jindal for USD 50,000 and IUP agreed to pay USD 450,000 to Imphy for supplied goods.
  • Lower Court: On 16 Jul 2019, a Single Judge granted specific performance of the share‑transfer portion and, suo moto, also decreed payment of USD 450,000 to Imphy, directing interest at 6 % p.a.
  • Appeal Grounds: The appellants contended that the USD 50,000 price was obtained by fraud and misrepresentation (valuation of Rs 1.20p per share versus Rs 40.10p per share in Jindal’s own statements), that Jindal was not ready and willing to perform, and that the settlement comprised two distinct agreements rather than a single lump‑sum transaction.
  • Legal Issues Discussed: (i) Whether fraud/misrepresentation vitiated consent – court held pleading lacked specific particulars under Order VI Rule 4 CPC, thus no fraud proved. (ii) Whether Jindal was ready and willing – court found Jindal had unilaterally delayed payment of USD 50,000 despite having all documents by 30 Sep 2014 and that RBI permission was not required for the share‑payment. (iii) Whether the settlement was a single lump‑sum or two separate contracts – court accepted the appellants’ view that the USD 50,000 share price and USD 450,000 equipment payment were distinct obligations. (iv) Applicability of the 2018 amendment to the Specific Relief Act – court affirmed that the amendment is prospective and does not govern contracts instituted before 1 Oct 2018.

Final Outcome

  • The decree of specific performance for the share‑transfer (USD 50,000) granted in CS (COMM) 1314/2016 is set aside.
  • The decree for payment of USD 450,000 in favour of Aperam Alloys Imphy (CS (COMM) 45/2017) is also set aside.
  • Both matters are remanded to the learned Single Judge for a full trial, limited to the issue of Jindal’s readiness and willingness to pay USD 50,000 and to explain the delay between RBI permission (28 Jan 2016) and subsequent inaction.
  • The Registry is directed to list the suit before the Roster Bench on 24 Jul 2026 for further directions.

Topics: Contract Law, Foreign Joint Venture