A) ABSTRACT / HEADNOTE

This judgment concerns contempt proceedings arising from an undertaking given by the defendants’ counsel on 11 July 2007 and reiterated on 13 August 2007 that the defendants would not alienate the suit schedule property. The Trial Court recorded that undertaking as an order on 17 November 2007 and extended it periodically. Despite that, sale deeds in respect of parts of the subject property were executed between November 2007 and December 2011. An interlocutory application under Order XXXIX, Rule 2A CPC (filed in 2011) alleging wilful disobedience was dismissed by the Trial Court for want of proof; the High Court, on appeal, held that the defendants had disobeyed the undertaking/order and imposed punitive measures (detention of one contemnor for three months, attachment of the subject property, and compensation of ₹10,00,000).

The Supreme Court examined:

(i) maintainability of proceedings under Order XXXIX Rule 2A,

(ii) the fiduciary/agency nature of the advocate–client relationship and authority to give undertakings,

(iii) whether the appellants’ plea that the undertaking was given without authority absolved them.

The Court affirmed the High Court’s finding of contempt, observing that if the clients believed the undertaking lacked authority they should have promptly sought discharge of the order rather than wait four-and-a-half years. In view of the contemnor’s age, the three-month confinement was deleted, but attachment and compensation were confirmed and enhanced to ₹13,00,000 with simple interest @6% from 2 August 2013. (Source: judgment file).

Keywords: Contempt of Court; Undertaking; Order XXXIX Rule 2A CPC; Advocate–client fiduciary relationship; Alienation of subject-matter property.

B) CASE DETAILS

C) INTRODUCTION AND BACKGROUND OF JUDGEMENT

The litigation arose from a Joint Development Agreement dated 30 April 2004 for construction of residential apartments to be completed by 31 October 2006. The plaintiffs (now respondents) issued notice of cancellation in March 2007 and filed Original Suit No. 4191 of 2007 seeking rescission and related reliefs. During pendency, counsel for the defendants (now appellants) filed memos on 11 July 2007 and 13 August 2007 undertaking that the defendants had not alienated the suit schedule property to any third person.

On 17 November 2007 the Trial Court, noting absence of defence counsel, made an order restraining defendants from alienating the suit property; that order was extended periodically. Despite this, various sale deeds (Exs. P3–P13) were executed between 19.11.2007 and 13.12.2011. An application under Order XXXIX Rule 2A CPC was filed in 2011 alleging wilful disobedience; the Trial Court dismissed it on the finding that petitioners failed to prove disobedience beyond reasonable doubt. The High Court reversed that finding, held the defendants guilty of contempt and imposed detention, attachment and compensation.

The Supreme Court was called upon to determine:

(i) maintainability and scope of Order XXXIX Rule 2A contempt proceedings in the present factual matrix;

(ii) whether undertakings by counsel without client authority bind the client;

(iii) proportionality of punishment imposed by the High Court. The Court analysed precedent on temporary injunctions, contempt and the lawyer-client fiduciary/agency relationship, applying them to the chronology and conduct of the litigants.

D) FACTS OF THE CASE

The core facts are: the parties entered a JDA dated 30.04.2004 to develop residential apartments; construction was not completed within the stipulated 24 months; a cancellation notice was issued on 23.03.2007 and the plaintiffs instituted Original Suit No.4191 of 2007. During the suit the defendants’ counsel filed two memos on 11.07.2007 and 13.08.2007 undertaking that the defendants had not alienated the suit schedule property. The Trial Court made an order on 17.11.2007 recording the undertaking and expressly directing that defendants shall not alienate the suit property till next date; that order was extended periodically.

Thereafter, sale deeds (Exs. P3–P13) were executed on dates ranging from 19.11.2007 to 13.12.2011, conveying flats/parts of the suit property to third parties. The respondents filed IA No.3 (Civil Misc. Application No.38 of 2011) under Order XXXIX Rule 2A CPC alleging breach; the Trial Court dismissed the application on 2 August 2013 finding insufficient material and granting the benefit of doubt to respondents. The High Court allowed the appeal, found wilful disobedience of the undertaking/order and punished the contemnors. The Supreme Court was seized with the appeal against the High Court’s order. All factual particulars and documentary dates are taken from the judgment record.

E) LEGAL ISSUES RAISED

1. Whether an application under Order XXXIX Rule 2A CPC is maintainable where injunction/undertaking was given in the pendency of suit but alleged breach occurred before final adjudication.

2. Whether an undertaking given by counsel binds the client where it is alleged the counsel lacked express authority.

3. Whether delay in approaching the Court (four and a half years) to seek discharge of an alleged unauthorised undertaking affects the contemnor’s defence.

4. Whether contempt jurisdiction under the Contempt of Courts Act, 1971 should be exercised in preference to execution remedies under Order XXI CPC where interim order merges in final decree or suit outcome.

F) PETITIONER / APPELLANT’S ARGUMENTS

The appellants contended that the Trial Court properly found lack of proof of willful disobedience and that the High Court erred in reversing that finding. It was argued that no specific prayer restraining creation of third-party rights had been made in the original interlocutory application; that the description of property presented by petitioners was ambiguous; and that there was deliberate suppression by petitioners regarding prior construction and sales. The appellants urged that the undertaking was given by counsel without requisite authority and an unconditional apology had been tendered; thus punitive measures were disproportionate. The appellants also pleaded mitigating circumstances relating to age and infirmity of one contemnor.

G) RESPONDENT’S ARGUMENTS

The respondents maintained that the counsel’s undertaking was unequivocal and subsequently recorded as an order on 17.11.2007, extended repeatedly; therefore any alienation after that date amounted to express violation of Court’s order. They argued that if the appellants believed the undertaking lacked authority they ought to have promptly sought discharge; delay until 2011 demonstrates acquiescence. The respondents urged that contempt proceedings under Order XXXIX Rule 2A were maintainable and that punitive relief was warranted to vindicate the majesty of the law and deter breach.

H) JUDGEMENT

The Supreme Court upheld the High Court’s conclusion that appellants disobeyed the undertaking/order. The Court first held maintainability under Order XXXIX Rule 2A since the impugned order was passed during pendency of the suit, and the application raised disobedience of an interlocutory order (citing Samee Khan v. Bindu Khan and Wander Ltd. v. Antox for principles on interlocutory relief and appellate review). The Court emphasized that even if an injunction is later set aside, disobedience of the interim order does not get erased (as laid down in Samee Khan).

The Court then examined the advocate–client relationship through the authorities Kokkanda B. Poondacha v. K.D. Ganapathi, State of U.P. v. U.P. State Law Officers’ Assn., Himalayan Coop. Group Housing Society v. Balwan Singh, and Bar of Indian Lawyers v. National Institute of Communicable Diseases and reiterated that an advocate owes fiduciary duties, acts as agent, and must not give undertakings or make concessions without client’s express authority. The Court accepted that counsel’s undertaking had far reaching implications and found it improbable that the clients would have left such a restraint unchallenged for years; therefore the defence that counsel acted without authority was unacceptable since no effort was made to discharge the order promptly.

Given the recorded sale deeds post-order, the Court concluded there was an express violation of the Court’s orders and that contempt jurisdiction was appropriately invoked to protect the majesty of law. However, exercising mercy in sentencing, the Court modified the detention component—deleting the three months’ confinement for the elderly contemnor while confirming attachment and enhancing compensation to ₹13,00,000 with interest @6% from 2 August 2013. The appeal was thus partly allowed.

a. RATIO DECIDENDI

The decisive legal propositions are:

(1) An undertaking given by counsel and recorded as an order of court is binding and its deliberate violation constitutes civil contempt under Order XXXIX Rule 2A CPC, irrespective of later outcomes;

(2) An advocate–client relationship is fiduciary/agency based: counsel must not give undertakings affecting substantive rights without express client authority; where such authority is lacking the client must promptly seek discharge delay undermines the defence; 

(3) Contempt powers serve to uphold the majesty and dignity of the courts and may be exercised where there is express violation of judicial orders. These ratios draw on prior precedents and are applied to the chronology and conduct (sale deeds) in this case.

b. OBITER DICTA

The Court made instructive observations: advocates have onerous duties of uberrima fides and must seek instructions before making concessions; admissions by counsel are binding only when unequivocal and authorized; appellate courts should not lightly substitute trial court discretion unless it was exercised perversely; and contempt jurisdiction must be used sparingly but firmly to protect public confidence in the administration of justice. The Court also reiterated the correct procedural choice where decree remedies exist (Order XXI) but recognized circumstances where contempt is still appropriate. These remarks reinforce professional conduct norms and procedural prudence.

c. GUIDELINES 

1. Advocates should obtain express instructions before giving undertakings that affect property or create long-term restraints; if uncertain they must seek client confirmation on record.

2. Where an undertaking is recorded as an order, the principal (client) must promptly move to discharge it if it was unauthorised; unexplained delay weakens any later defence.

3. Courts exercising contempt jurisdiction must balance availability of execution remedies (Order XXI) and the punitive/summary nature of contempt, invoking it where necessary to vindicate judicial authority.

4. Appellate courts should respect trial court discretion unless shown to be arbitrary, capricious or perverse; reversal requires demonstration of such defect.

I) CONCLUSION & COMMENTS

The judgment carefully balances professional responsibility of advocates, procedural availability of remedies and the need to maintain the authority of the courts. It underscores that undertakings by counsel, once recorded as orders, attract strict consequences and that clients who believe counsel acted without authority must act promptly. While the Court was mindful of proportionality modifying detention for humanitarian reasons and enhancing compensation it affirmed the High Court’s view that alienation despite explicit orders cannot be tolerated. Practically, the decision serves as a stern reminder to litigants and counsel: record clear, authorised instructions before making concessions; promptly challenge any unauthorised undertakings; and respect interim orders during pendency. The enhanced compensation and explanation of legal standards will guide trial and appellate courts in similar contempt and injunction breach scenarios.

J) REFERENCES

a. Important Cases Referred

1. Samee Khan v. Bindu Khan, (1998) 7 S.C.C. 59.

2. Wander Ltd. v. Antox India Pvt. Ltd., (1990) Supp. 1 S.C.C. 727.

3. Ramakant Ambalal Choksi v. Harish Ambalal Choksi, 2024 SCC OnLine 3538.

4. Dalpat Kumar v. Prahlad Singh, (1992) 1 S.C.C. 719.

5. Kanwar Singh Saini v. High Court of Delhi, (2012) 4 S.C.C. 307.

6. Kokkanda B. Poondacha v. K.D. Ganapathi, (2011) 12 S.C.C. 600.

7. State of U.P. v. U.P. State Law Officers’ Assn., (1994) 2 S.C.C. 204.

8. Himalayan Coop. Group Housing Society v. Balwan Singh, (2015) 7 S.C.C. 373.

9. Bar of Indian Lawyers v. National Institute of Communicable Diseases, (2024) 8 S.C.C. 430.

10. Supreme Court Bar Assn. v. Union of India, (1998) 4 S.C.C. 409.

b. Important Statutes Referred

1. Code of Civil Procedure, 1908 — Order XXXIX Rules 1, 2 & 2A; Order XXI (execution).

2. Contempt of Courts Act, 1971.