J. G. Jewelry Pte. Ltd. v Shree Ramkrishna Exports Pvt. Ltd. and others

Shree Ramkrishna Exports Pvt Ltd (SRK), an Indian diamond and jewellery company, collaborated from 2015 with the US-based JDM group owned by Michael and David Kriss (the Kriss Brothers). J. G. Jewelry Pte Ltd (JGJ) was incorporated in Singapore on 31 March 2015 as the vehicle, with half its shares held by the Kriss Brothers and half by Mr Shaileshkumar Manubhai Khunt (Shailesh). SRK and its related firm The Jewelry Company (TJCI) supplied goods to US affiliates and invoiced JGJ. The collaboration ended on 31 August 2017. JGJ had paid US$42,994,312.66 on earlier invoices but left unpaid invoices of US$23,400,456.25 to SRK and US$2,211,077.91 to TJCI.

In Suit 418 SRK and TJCI sued on the unpaid invoices; JGJ said the goods were capital contributions to a joint venture, not sales, and counterclaimed for return of the sums paid and in conspiracy. In Suit 475 Shailesh brought a minority oppression claim against the Kriss Brothers, and JGJ counterclaimed that he breached his director's duties over three resolutions. The High Court judge found a joint venture under which the invoices created no payment liability, but awarded SRK and TJCI reasonable compensation in unjust enrichment, and partly upheld Shailesh's claim over three adjustments to JGJ's 2016 accounts. Four appeals followed in the Appellate Division: Civil Appeals Nos 21 to 24 of 2024.

1. Whether JGJ was contractually liable to pay SRK and TJCI for the goods under the unpaid invoices
2. Whether JGJ could rely on the joint venture terms, including deferral of payment until an accounting reconciliation or termination settlement
3. Whether JGJ's counterclaims for counter-restitution and conspiracy should succeed
4. Whether Shailesh's oppression claim on the three accounting adjustments and JGJ's counterclaim against him should succeed

On liability, the court accepted that there was some joint venture between the SRK and JDM sides, but held that this did not mean JGJ need not pay. The invoices, addressed to JGJ without protest, were prima facie evidence of sales, shifting the burden to JGJ. JGJ's capital theory was incoherent: counsel accepted the goods were not JGJ share capital, and goods supplied as working capital still had to be paid for by someone. JGJ's own trial balances recorded the goods as purchases alongside third-party suppliers; it had sought a comfort letter deferring payment; and its early response to the claim was set-off, not denial of liability. The capital defence emerged only on amendment in 2021. Because the parties had agreed on Sell-Minus Pricing, JGJ owed the full invoiced amounts, making the restitution analysis academic.

On the joint venture terms, JGJ was the subject, not a party, of the joint venture agreement, and its implied contract, estoppel and third-party rights arguments were unpleaded or unproven. In any case there was no evidence that payment was deferred pending a reconciliation or termination settlement.

On the counterclaims, JGJ's attempt to recover what it had paid would let it keep goods at no cost. Its conspiracy claim, aimed at recovering legal costs from others, was entirely without merit and appeared retaliatory.

On Suit 475, the court agreed that Shailesh held his shares as SRK's nominee, noting evidence that the US$700,000 injected came from SRK, and that the three adjustments were arbitrary and unjustified. But because Shailesh had not pleaded his nominee status, SRK's interests could not be considered. The harm from inaccurate accounts was a corporate wrong to JGJ, and Shailesh showed no distinct personal injury. JGJ's counterclaim failed: a nominee director could raise concerns about resolutions sprung on him at short notice, and the Kriss Brothers were equally advancing their own side's interests.

The court allowed the appeal of SRK and TJCI (AD 22) and dismissed JGJ's appeal (AD 21), holding JGJ liable for the full invoiced sums with interest at 5.33% per annum, and varied the costs reduction below for the SRK parties from 25% to 15%. It allowed the Kriss Brothers' appeal (AD 23), dismissing Shailesh's oppression claim entirely, and dismissed JGJ's appeal on its counterclaim (AD 24). It set aside the costs orders in Suit 475, ordering each party to bear its own costs there and in AD 23 and AD 24, and ordered JGJ to pay costs of AD 21 and AD 22 of $100,000 all-in to the SRK parties and $30,000 all-in to TJCNY and Ashish.