1 832.11-ao IN THE HIGH COURT OF JUDICATURE AT BOMBAY. APPELLATE JURISDICTION. APPEAL FROM ORDER NO. 832 OF 2011 Stephen Elliott Street and another. ... Appellants. V/s. Prime Focus Ltd. and others. ... Respondents. Birendra Saraf with Ms.Rasalakshmy Mohandas i/b. ALMT Legal for the appellants. Lavin Hirani i/b. Naik and Co. for the respondents. CORAM: R.M.BORDE, J. DATED : 29th September 2011. P.C. : Heard. With the consent of parties, appeal is taken up for hearing and final disposal at the admission stage. 2. The appellants are raising exception to the order passed by the Judge, City Civil Court, Borivali Division, Dindoshi dated 11th February 2011 in Contempt Notice of Motion No.533/2010 in Notice of Motion No.1920/2010 in S.C.Suit No.1595/2010. Learned Judge of the City Civil Court while allowing the contempt notice of motion directed detention of defendant Nos.1 and 2/ appellants herein in civil 2 832.11-ao prison for a period of one month. It is also directed to the plaintiff/ respondent No.1 herein to furnish the details of the property of defendant Nos.1 and 2 which was likely to be attached. Both defendants/ appellants herein are also ordered to pay the costs of notice of motion quantified at Rs.1,000/- each. 3. The respondent No.1 (hereinafter referred to as the plaintiff) is a major service provider in the media and entertainment industry. The plaintiff acquired North American Companies through its subsidiary known as Prime Focus Investments in and around April, 2008. The defendant No.4 company is engaged in the business of providing services in relation to script breakdown and budgeting, pre- production, pre-visualization and design, on-set and digital supervision, 3D animation, compositing, matte paintings, digital grading and title design. The defendant No.3 acquired 100 fully paid ordinary shares of £ 1 each comprising the entire share capital of defendant No.4. from defendant Nos.1 and 2 under a share purchase agreement dated 18th January 2008. The consideration given to defendant Nos.1 and 2 for sale of the entire share capital of defendant No.4 was: (i) £ 1,025,000; and (ii) issue of 1,025,000/- shares of 5 p each in the capital of defendant No.3. Defendant Nos.1 and 2 represented that they would take steps for enhancement of business and it was ensued that it will grow from an assumed profit of £ 4,00,000 which was stated to be conservative estimate at the end of 2008 i.e. at the rate of 30% per year, providing £ 1,50,000/- in profit over three years. Based on such representation, defendant Nos.1 and 2 and the plaintiff agreed to issue guarantee/ indemnity under the share purchase agreement to the effect that in the event the price of consideration shares does not reach a 3 832.11-ao particular level on the relevant date as contemplated in the share purchase agreement, the plaintiff shall pay an amount equivalent to the difference in the pre-determined future price of the consideration shares and the actual market price. The indemnity was issued by the plaintiff only on the basis of representations of defendant Nos.1 and 2 as detailed above. Defendant Nos.1 and 2 failed to fulfill their obligation, as such, suit was presented by the plaintiff seeking declaration from the Court that the guarantee and the put option given by the plaintiff under the Share Purchase Agreement are void. The plaintiff also sought relief to restrain defendant Nos.1 and 2 from invoking the guarantee and put option and compelling the plaintiff to act in furtherance of the same. 4. In the suit, plaintiff also taken out Notice of Motion No. 1920/2010 whereby the plaintiff applied for urgent ex-parte ad-interim reliefs. The trial Court considered the request made by the plaintiff and restrained defendant Nos.1 and 2 from invoking clauses 7 and 8 of the share purchase agreement dated 18th January 2008 till 26th July 2010. The said order was communicated by the plaintiff through their advocate’s E-mail as well as by letter of even date thereby informing the contemnors i.e. appellants herein and their attorney J.P.Fletcher & Co. about the order passed by the trial Court dated 16th July 2010 and called upon them to refrain from invoking the guarantee under clause 7 and/or put option under clause 8 of the share purchase agreement dated 18th January 2008 until 26th July 2010. The defendant Nos.1 and 2, however, in violation of the interim order passed by the trial Court encashed bank guarantee and committed willful disobedience of the order passed by the trial Court. The attorney appointed by 4 832.11-ao defendant Nos.1 and 2 at subsequent stage communicated the plaintiff that they are not authorized to accept service on behalf of defendant Nos.1 and 2. The plaintiff, as such, was constrained to approach the Court requesting for taking action under order 39 rule 2A of Code of Civil Procedure, 1908 against defendant Nos.1 and 2 for act of willful disobedience of the order passed by the trial Court. The learned Judge of the City Civil Court, after considering the contentions of the plaintiff and defendants, came to the conclusion that defendant Nos.1 and 2 are guilty of willful disobedience of interim of order passed by the Court and, as such, directed defendant Nos.1 and 2 to be detained in civil prison for one month. The order passed by the trial Court in the contempt notice motion is a subject matter of challenge in this appeal from order. 5. In the meantime, the parties have resolved their dispute and the terms of settlement are entered into and the agreement in pursuance of the terms of settlement has been executed on 20th June 2011. The civil dispute arising between the parties, thus, has come to an end by virtue of settlement agreement arrived at between the parties. The terms of settlement are placed on record and those are marked “X” for identification. A joint purshis is also presented, which has been signed by the respective counsel appearing for the parties. Both counsel requested the Court to allow the appeal as the parties have amicably resolved all the disputes between them and have entered into settlement agreement dated 20th June 2011. 6. Considering the fact that the parties have resolved all the pending disputes between them and that they have arrived at a 5 832.11-ao settlement agreement which is placed on record and considering the joint purshis filed in the Court duly signed by counsel for both parties, I deem it fit to quash and set aside the impugned order. Accordingly, the order passed by the trial Court in Contempt Notice of Motion No. 533/2010 in Suit No.2595/2010 is, therefore, quashed and set aside. Appeal from order stands allowed. In the facts and circumstances of the case, there shall be no order as to costs. 7. In view disposal of appeal from order, pending civil application, if any, does not survive and stands disposed of accordingly. (R.M.BORDE, J.)