In the case of Apollo Group Inc and Ors v.K.K.

Modi Investment and Financial Services:

 Application filed against the order of the Single Judge for dismissing the application to
reject plaint and for deletion of parties.

 The plaint alludes to the fact that the fifth and sixth defendants control the first, fourth
and eighth defendants. Defendant No.7 is the Vice President of the second defendant.
Defendant No.8 is alleged to be incorporated by the second defendant to pursue
investments in international education services and to capitalize on the global demand for
educational services. The ninth defendant was incorporated as a joint venture company of
plaintiff and defendant No.1.

 In furtherance of the Master Agreement and with object of offering education

programmes in India, the first defendant entered into a Shareholders Agreement with the
plaintiff for creation of a joint venture company for exclusively providing educational
offerings of defendant No.2 and its subsidiaries in India.

 The first defendant also entered into a license agreement and implementation agreement
with the third defendant under which the latter was to provide educational programmes in
India through the first defendant or its subsidiaries as well as provide faculty, personnel
and curriculum etc. for such programmes. According to the plaintiffs, Clause 1.3 of the
Shareholder Agreement, obligates the defendants not enter into the Indian market directly
through the first defendant and they were bound to run business activities in India
exclusively in collaboration with plaintiff as envisaged in the Shareholders Agreement.

 The plaintiffs argue that the corporate veil should be lifted and the first four defendants
and the eighth defendant who are directly or indirectly controlled by Defendant No.5 to 7
are liable to be forbidden from frustrating or otherwise breaching exclusivity of the non-
compete clause in the Shareholders Agreement.

 The Court was satisfied that the said defendants are necessary parties, without whose
participation the plaintiffs cannot expect appropriate relief, if they prove the averments in
the plaint

In the case of Usha Drager P. Ltd. v. Draegerwerk Aktiengesellschaft:

 A distribution agreement was entered between plaintiff No. 1, Usha Drager and
Draegerwerk's AG, defendant No. 1, group company for the exclusive sale of the
products of M/s. Clause 6 of the agreement contemplates "any company of the Draeger
group" in the competing field of the products and it is not in dispute that the proposed
defendants Nos. 2 and 3 are group companies of defendant No. 1.

 The website of the Draeger group duly depicts that both defendant No. 1 and proposed
defendant No. 2, who is directly competing with the business of plaintiff No. 1 are an
integral and fundamental part of the Draeger group. It is immaterial that the proposed
 defendants are not parties to the joint venture agreement.The defendant has already set up
a company by the name of Draeger Medical India Pvt. Ltd., proposed defendant No. 3,
which was actually to be the changed name of plaintiff No. 1 company as per the board
meeting.

 It would be appropriate and in the interest of justice that since both the proposed
defendants Nos. 2 and 3 are group companies of the Draeger group and would fall within
the scope and ambit of clause 6 of the agreement, they are required to be impleaded as
defendants Nos. 2 and 3. Since the said proposed defendants derived their existence
through the Draeger group and clause 6 covers such entities they are not only required to
be joined as parties but are required to be injuncted from violating clause 6.

 Similarly the plea of the defendant that the articles of association of plaintiff No. 1 do not
incorporate the non-compete clause and it cannot be enforced has no merit as the
plaintiffs are not seeking to enforce the articles of association but the JVA which is the
precursor of the formation of plaintiff No. 1 and the formulation of the articles of
association.

In the case of Sociedade De Fomento Industrial Ltd. v. Ravindranath Subraya Kamat:

 Where the plaintiff/appellant company appointed defendant No. 1 as an advisor vide
letter dated 13th July, 1995 on retainership of Rs. 15,000/- per month upto 7th
September, 1998, along with certain other entitlements and on condition that the
defendant No. 1 shall not undertake directly or indirectly by himself or by his family
members or by any person as his agent any activity competing with the business of the
plaintiff companies, the restraint being only for the period during the subsistence of the
agreement between the parties, is not void under section 27 of the Contract Act. The
finding of the trial court that clause 4 of the letter dated 13th July, 1995, was a restraint
on trade and therefore, not enforceable could not be sustained and was liable to be set
aside.

In the case of Affle Holdings Pte Ltd. v. Saurabh Singh:

 In this case, the acquirer purchased the seller’s entire shareholding in a company and
retained the seller as co-founder and Managing Director with a non-compete obligation
during the term of his employment or for a period of 36 months from the date of
purchase. However, the seller set up a competing business due to which his employment
with the target was terminated and the target sought to enforce the non-compete
obligations.
 The Court observed that a substantial consideration was paid to acquire the target’s
business along with associated goodwill and that the non-compete restrictions (which in
this case were held to be reasonable) cannot be considered as a restraint of trade.

In the case of Ozone Spa Private Limited v. Pure Firness and Ors.:
  A Franchise Agreement was entered into between the plaintiff and defendants No. 1 and
2 for a term of 12 years. The plaintiff gained knowledge of the fact that the defendants
were promoting the Hairmasters Salon (defendant No. 3) on the plaintiff's official
Facebook page.
 Defendant No. 3, Hair Masters Luxury Salon, is a unisex salon, which has been opened
collusively by the defendants in the same neighbourhood as Ozone Fitness n Spa, Punjabi
Bagh, in blatant and brazen violation of the Franchise Agreement and during the term of
the Franchise Agreement. Defendant No. 4, Hair Masters Salon Private Limited is a
company incorporated in which defendant No. 2 is one of the Directors. It is stated that
defendant No. 1 and defendant No. 4 Companies have the same address, and it is alleged
that there is collusion amongst the defendants. Defendant No. 2 is also involved in
actively poaching the well-trained staff employed in Ozone Fitness n Spa's premises to
work in defendant No. 3's salon premises, as on 14 May, 2015 the Manager of Ozone
Fitness n Spa had resigned and had commenced work in defendant No. 3 salon.
 By setting up a competing business, during the subsistence of the Franchise Agreement,
the defendants have committed material breach of the terms of the Franchise Agreement.
They are guilty of breach of contract. The acts of the defendants also amount to unfair
competition inasmuch as while defendant No. 3 salon has been opened by utilizing the
know-how, confidential proprietary information/trade secrets provided by the plaintiff,
the defendants are promoting defendant No. 3 salon through Ozone Fitness n Spa. The
defendants cannot be allowed to ride on the goodwill and reputation earned by the
plaintiff.
 The corresponding restriction to operate the said services upon the defendants in the
competing business during the term of the agreement has also to be within the designated
territory or within the range of 4 kms thereafter which should be fair, just and reasonable
as the absolute restriction on the basis of negative covenant without any affirmative
covenant corresponding to the same would be too harsh upon the defendants and would
be even greater than the licensed area.

In the case of LE Passage to India Tours & Travels Pvt. Ltd vs. Deepak Bhatnagar:

 The Court observed that under Indian law there is a complete embargo to an agreement in
restraint of the trade with the sole exception that one who sells goodwill of a business
may agree with the buyer to refrain from carrying a similar business “within specified
local limits” provided that such limits appear to the Court to be reasonable, regard being
had to the nature of the business. However, in the garb of the alleged sale of goodwill of
 the trade, parties cannot enforce a restraint on the employment even after the employee
ceases to be in the employment.