J&G ADVOCATES

Solicitors and Legal Consultants

LEGAL NOTICE

1. The Chief Manager, 29th March 2020

Reliance Digital Platform and and Project Services Limited

Office-101, Saffron, Nr. Centre Point, Panchwati,

5 Rasta, Ambawadi, Ahmedabad,

Gujarat,

India - 380 006

2. The Chief Manager,

Reliance Corporate IT Park Ltd.

First Floor, Anand Bhawan,

Sansar Chandra Road,

Jaipur-302001

Subject:- Reply to your notice dated 16th March 2020.

Sir/Ma’am,

On behalf of our Client M/s Premnath Motors (Rajasthan) Pvt. Ltd., a company registered under
the Companies Act, 1956 through its Director Mr. Vimal Saraf, and having its registered office at
Saraf House, Mirza Ismail Road, Jaipur-302001, we the undersigned serve upon you hereby this
reply to legal notice in furtherance to the above mentioned subject :-

1. That your parent/subsidiary Company named Reliance Corporate IT Part Ltd., had taken
our client's premises located at Ground Floor (admeasuring 460 sq. ft) of Plot No. 4,5,
and 6, Park House Scheme, Saraf House, Opposite All India Radio, MI Road, Jaipur-
302001 vide lease deed dated 10th April 2014 for a period of on rent for a period of 12
years from 10th April 2014.
2. That as per the terms and conditions of the lease deed, and more specifically Clause 4 of
the Lease Deed which stated the Lease Rent, it was clear that you were to pay a lease rent

Office Address: Flat No. ST-2, Ground Floor, Plot No. 27-A, Ganpati Heights, Behind Manu
Hospital, Shyam Nagar, Jaipur-302019
Phone: +91-9560426630/7507220158
Email: jandgadvocates@gmail.com
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Solicitors and Legal Consultants
of Rs 90,000/- on or before 10th day of each month. The said lease rent was to escalate
@15% of the original rent after 3 years, which was rightly done on 10th April 2017.
3. That furthermore, termination or suspension of the lease could only be done in pursuance
of Clause 18 of the deed, which mandates a 3 month advance notice to be given by either
of the parties or a 3 month rent in lieu of notice only after the expiry of lock in period.
4. That furthermore it is pertinent to mention here that Clause 22 of the Lease Deed
provided the very important Force Majeure Clause, the same is reproduced as
:"Notwithstanding anything contained hereinabove, in case of the leased premise, or any
part thereof, being destroyed or damaged by fire , earthquake, tempest, riot, strike, flood,
lighting, violence of any army or mob or enemies of the country or by any other
irresistible force or the orders of any statutory authorities so as to render the premises
unfit for the purpose for which the same was let, or the premises due to any of the above
reasons becomes inaccessible , the Lessee shall have the right to terminate this Lease
Deed with immediate effect. As according to the position of Contract Law, it is hereby
submitted that as the clause mentions no relevant event of endemic/ pandemic to invoke
the Force Majeure Clause , it has become a question of interpretation of the clause
whether the parties intended such an event to be covered. Unless specific words are used
in the list of events to suggest that the clause will be invoked at its occurrence, it is
difficult to take into consideration that the Lessee nonetheless intended that event to be
covered. That it is very clear that your operations on the rented premises are being
carried out through online/internet sale of retail products/ goods / services and they have
not encountered any genuine difficulties in performing the contract. This means that the
Lessee has explored alternative mode of performance and in that situation , the contract
holds and the party cannot deny its performance .It is the duty of the lessee to show that
their non-performance, or late performance, was truly outside their control and could not
have been prevented or mitigated.
5. The government notifications and orders have nowhere stated just because a force
majeure event has occurred does not necessarily mean that the parties will protected from
liability for failing to perform or delay in performance. Moreover, the lockdown in the
city has been announced on 25th March 2020 and the Lessee discharges its liabilities
from 16th March 2020 which shows the intentions of the Lessee to breach the terms of
the contract and put the Lessor at comparatively disadvantaged situation.

6. That it is stated that the Lessee has not been prevented by the current situation to perform
the obligations of the contract. In the eyes of law, it is not enough that performance is
more difficult, more expensive, or less profitable. In past, the courts have interpreted
force majeure clauses as only applying where performance is impossible in circumstances

Office Address: Flat No. ST-2, Ground Floor, Plot No. 27-A, Ganpati Heights, Behind Manu
Hospital, Shyam Nagar, Jaipur-302019
Phone: +91-9560426630/7507220158
Email: jandgadvocates@gmail.com
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Solicitors and Legal Consultants
where such clauses state that a party is to be excused on the occurrence of causes beyond
their control, and where a contract provided for delivery "unforeseen contingencies
excepted".
7. That , according to the contract law , the you have been unable to show the following
➢ the force majeure event was the cause of the inability to perform or delayed
performance;
➢ their non-performance was due to circumstances beyond their control; and
➢ there were no reasonable steps that they could have taken to avoid or mitigate the
event or its consequences.
8. Thus from the above, it seems that you have already explored to run the business in these
circumstances through online sale of retail products and services . In that situation it is
not legally acceptable that the Lessee is invoking the Force Majeure Clause which is
required to be invoked otherwise. Moreover, the current contract does not specify the
event of any endemic/pandemic which makes it further clear that it was not intended by
the parties to the contract. Hence invoking the same is out of question here.
9. That furthermore, the order of Deputy Secretary mentioned by you in your notice, cannot
be traced in any manner and neither have your reproduced any portion of the said order.
In such an event, you cannot unilaterally, in absence of any cogent grounds, especially
when are still selling your products online invoke the Force Majeure Clause.
10. That as held by the Apex Court in Energy Watchdog v CERC (2017) 14 SCC 80,the
Force Majeure clause will not apply if the alternative modes of performances are
available. Moreover, any rise in cost and expense cannot frustrate a contract.
11. That furthermore, you have also relied upon Clause 9.7.7. of Manual of Procurement of
Goods, 2017, which is absolutely not applicable here. Clause 9.7.7 is reproduced as
under:
"9.7.7 Force Majeure Clause A Force Majeure (FM) means extraordinary events or
circumstance beyond human control such as an event described as an act of God (like a
natural calamity) or events such as a war, strike, riots, crimes (but not including
negligence or wrong-doing, predictable/seasonal rain and any other events specifically
excluded in the clause). An FM clause in the contract frees both parties from contractual
liability or obligation when prevented by such events from fulfilling their obligations
under the contract. An FM clause does not excuse a party’s non-performance entirely,
but only suspends it for the duration of the FM. The firm has to give notice of FM as soon
as it occurs and it cannot be claimed ex-post facto. There may be a FM situation affecting
the purchase organisation only. In such a situation, the purchase organisation is to
communicate with the supplier along similar lines as above for further necessary action.
If the performance in whole or in part or any obligation under this contract is prevented

Office Address: Flat No. ST-2, Ground Floor, Plot No. 27-A, Ganpati Heights, Behind Manu
Hospital, Shyam Nagar, Jaipur-302019
Phone: +91-9560426630/7507220158
Email: jandgadvocates@gmail.com
 J&G ADVOCATES
Solicitors and Legal Consultants
or delayed by any reason of FM for a period exceeding 90 (Ninety) days, either party
may at its option terminate the contract without any financial repercussion on either
side"

From the bare perusal of the aforesaid, it is ample clear that the said clause in clearly not
applicable here since, neither this is an Act of God, neither it falls within the category of
strike, riots and crimes. Furthermore, as mentioned above you are also simultaneously
selling your products through your online platform, i.e. www.reliancedigital.in.

12. That in such an event, your notice suspending all your obligations is devoid of any
logic and suffers from serious legal infirmities, and lack of understanding of law, an in no
manner could the obligations be suspended.

Thus by way of this notice, you are directed to pay the monthly rent regularly and
perform all your contractual obligations an mentioned in the contract, failing which my
client would be compelled to seized the security money, and take other necessary civil
and criminal action, as may be required in an appropriate court of law.

A copy of this notice has been preserved in our office for future action and compliance.

Aditya Jain & Neha Gyamlani

ADVOCATES

Office Address: Flat No. ST-2, Ground Floor, Plot No. 27-A, Ganpati Heights, Behind Manu
Hospital, Shyam Nagar, Jaipur-302019
Phone: +91-9560426630/7507220158
Email: jandgadvocates@gmail.com