Dispute Lawyers in Kerala — Commercial & Civil Dispute Resolution

A shareholder dispute can be resolved through the NCLT under Sections 241 to 244 of the Companies Act, 2013 for oppression and mismanagement, through arbitration where the shareholders agreement contains an arbitration clause, or through civil court proceedings. Interim relief — including injunctions and asset attachment — can be sought under Section 9 of the Arbitration Act or from the civil court. The NCLT can order a compulsory buyout of the petitioner's shares at a fair value determined by the Tribunal, which is often the most practical outcome in minority shareholder disputes.

Yes. Where a franchise agreement is terminated in breach of its terms — without notice, without cause, or in violation of a minimum term — the franchisee can claim damages under the Indian Contract Act, 1872 and seek specific performance where appropriate under the Specific Relief Act, 1963. An interim injunction can be obtained to prevent the franchisor from appointing a competing franchisee in the same territory or from appropriating the franchisee's client base while the dispute is pending. Where the franchise agreement contains an arbitration clause, the dispute proceeds to arbitration, and Section 9 interim relief can be applied for.

A trademark infringement suit is a statutory remedy under the Trade Marks Act, 1999 available only to the registered owner of a trademark. A passing off action is a common law remedy available even without registration, where the claimant can establish the trinity: goodwill in the mark, misrepresentation by the defendant, and damage to the claimant's goodwill. Both can be filed together in the same suit. In an infringement suit, the court presumes that deceptive similarity causes confusion — the claimant need not prove actual confusion. In passing off, actual or likely confusion must be established. Registration therefore significantly strengthens the enforcement position and is always recommended.

A partnership dispute in Kerala can be resolved through the civil court under the Indian Partnership Act, 1932, through arbitration where the partnership deed contains an arbitration clause, or through a negotiated dissolution recorded in a formal deed. The civil court can order dissolution, an account of all dealings from inception, recovery of a partner's share of profits and capital, and winding up of firm assets. Where a partner has wrongfully excluded co-partners from management or misappropriated funds, an interim injunction freezing firm assets and bank accounts can be obtained at the outset. Where the deed provides for arbitration, Section 9 of the Arbitration Act provides for the same interim relief from the civil court before or during the arbitration.

The Insolvency and Bankruptcy Code, 2016 provides for the Corporate Insolvency Resolution Process (CIRP) before the NCLT. A financial creditor files under Section 7; an operational creditor files under Section 9. Before filing a Section 9 petition, the operational creditor must send a demand notice under Section 8. The corporate debtor has exactly ten days from receipt to either pay the claimed amount or demonstrate a pre-existing bona fide dispute. This window is absolute — the NCLT will admit the Section 9 petition if no substantive response is received within ten days. Where a Section 8 demand notice is received, legal advice must be sought immediately.

A decree or arbitral award is enforced by filing an execution petition before the court that passed it, or before the court within whose jurisdiction the judgment debtor's assets are located. Modes of execution include attachment and sale of movable and immovable property, garnishee orders over bank accounts and receivables, appointment of a court receiver to take possession of disputed assets, and in appropriate cases, arrest of the judgment debtor and detention in civil prison. An arbitral award is treated as a decree of court and executed through the same process, provided no Section 34 challenge is pending or a stay has been refused.

The correct course depends on whether the business is a partnership firm or a company. For a partnership firm: a civil suit for dissolution of the firm, accounts from inception, recovery of your share of profits and assets, and an interim injunction freezing firm assets and bank accounts is the correct route. Where the deed provides for arbitration, Section 9 interim relief can be obtained before the arbitration is constituted. For a private limited company: a petition before the NCLT Kochi Bench under Sections 241–242 of the Companies Act, 2013 for oppression and mismanagement — wrongful removal from the board, denial of access to financial records, and exclusion from management — is the correct route. Both remedies can be pursued simultaneously where both a firm and a company are involved in the same business structure.