Summary judgment for specific performance of share transfer is maintainable upon admitted execution of binding MoU.

The Respondent (Plaintiff) and Appellant (Defendant) held 45% equity each in a Thailand-based company, ZIPL

On 14.02.2020, they executed a Memorandum of Understanding (MoU) where the Respondent agreed to sell his 45% stake to the Appellant for Rs. 1,90,00,000/-

The Appellant issued two post-dated cheques for the full amount; however, he later sought to terminate the MoU via email on 18.03.2020, citing the COVID-19 pandemic

The Respondent resigned as Director per the MoU, but the Appellant stopped payment on the cheques

In the subsequent suit for specific performance, the Appellant failed to file a Written Statement within the mandatory 120-day period

The learned Single Judge exercised powers under Order XIII-A of the CPC to grant a summary judgment decreeing the suit in favor of the Respondent

1. Whether the suit was improperly valued under Section 12 of the Commercial Courts Act, 2015

2. Whether the MoU dated 14.02.2020 constituted a concluded contract or merely an unenforceable "agreement to agree"

3. Whether the court could validly invoke Order XIII-A of the CPC to pass a summary judgment without a full trial

The Court applied Section 12 of the Commercial Courts Act, 2015, which dictates the determination of "Specified Value" based on the relief sought and market value

It interpreted the Indian Contract Act, 1872, specifically Section 2 (essentialia of a contract), Section 25 (consideration), and Section 56 (doctrine of frustration), noting that commercial hardship does not constitute frustration

The Court relied on Sections 10, 14, and 16 of the Specific Relief Act, 1963, which mandate specific performance of contracts unless specific bars apply

Procedurally, it applied Order XIII-A of the CPC (as amended by the Commercial Courts Act), allowing summary judgment where a party has "no real prospect of successfully defending the claim"

It further cited M.S. Madhusoodhanan v. Kerala Kaumudi Pvt. Ltd. regarding the enforceability of share transfers in closely held companies

The Court rejected the valuation objection, noting the Plaintiff paid the requisite court fee on the total consideration and interest, and the Defendant provided no evidence that the market value exceeded the suit valuation

On the nature of the MoU, the Court found it contained all essentialia—identity of parties, subject matter, and fixed consideration—and was acted upon when the Respondent resigned as Director and the Appellant issued cheques

Regarding Order XIII-A, the Court reasoned that because the execution of the MoU and cheques were admitted facts, and the Appellant failed to file a Written Statement for over a year, there were no triable issues of fact

The defense of COVID-19 under Section 56 of the Contract Act was dismissed as mere "commercial hardship," which does not render a contract impossible or void

The Court distinguished Speech and Software Technologies because the present MoU was intended to be immediately binding and not contingent on future negotiations

The Court affirmed that summary judgment under Order XIII-A was appropriate as the Appellant had "no real prospect" of defending the suit given the admitted documents and lack of a timely Written Statement

The Appellant was directed to pay Rs. 1,90,00,000/- within two months, upon which the Respondent shall transfer the 45% equity shareholding