Dr. Inder Jit Singh, Presiding Member

1. The present First Appeal (FA) has been filed by the Appellant against Respondent as detailed above, under section 19 of Consumer Protection Act 1986, against the order dated 28.03.2017 of the State Consumer Disputes Redressal Commission, Andhra Pradesh (hereinafter referred to as the 'State Commission7), in Consumer Complaint (CC) No. 62/2013 inter alia praying for setting aside the impugned order dated 28.03.2017 passed by the State Commission.

2. While the Appellant was Complainant before the State Commission, the Respondents were Opposite Parties before the State Commission. Notice was issued to the Respondent on 20.09.2017.Appellant filed their Written Arguments/Synopsis on 29.01.2024 and respondent has filed their Written Arguments/Synopsis on 28.11.2025. For the sake of convenience, parties will also be reflected to as they were averred by the state commission.

3. The state commission vide order dated 28.03.2017 dismissed the complainant's complaint while passing following orders:-

                          13. The principle of taw, laid down, in the aforesaid cases, is fully applicable to the facts of the instant case. It is, therefore, held that since the Complainant Company does not fall within the definition of a consumer, the Consumer Complaint is not maintainable.

                          14. In the result this complaint is dismissed as not maintainable.

                          There shall be no order as to costs. The complainant Company shall, I however, be at liberty, to resort to any other remedy, which may be available to it, for redressai of its grievance, under the provisions of law.

4. Brief facts of the case as presented by the complainant and as emerged from the First Appeal, Order of the State Commission and other case records are that: -

                          4.1 The Complainant, a Private Limited Company, entered into an Agreement dated 05.10.2009 with the Opposite Parties for the purchase of an immovable property, specifically Apartment No. 2800 on the 28th floor of the building "BELVEDERE," admeasuring 3282 sq. ft., inclusive of three car parking spaces and appurtenant common and specific amenities. The total sale consideration was fixed at Rs.2,42,16,516/-, payable in stipulated instalments, with a contractual completion date for construction by 30.06.2011.

                          4.2 The Complainant avers that Opposite Party No. 1 subsequently delivered a draft Agreement for Sale, which was a unilaterally drafted, standard-form printed document, in January 2010. Upon perusal, the Complainant alleges that he discovered the inclusion of onerous and unilateral penal clauses, including provisions for forfeiture and the levy of interest. The Complainant expressed its unwillingness to execute the Agreement unless these alleged adverse clauses were modified or deleted. Notwithstanding this express objection and the absence of a mutually executed contract, Opposite Party No. 1 commenced accepting substantial payments from the Complainant, based on a mutual understanding that payments would be linked to the progress of construction.

                          4.3 Vide a communication dated 29.03.2011, the Complainant inquired about the project's status and the anticipated timeline for completion to align its payment schedule with the actual construction progress. The Complainant contends that agents of the Opposite Parties gave assurances that the construction would proceed irrespective of the receipt of payments from flat purchasers. Subsequently, by a letter dated 22.07.2011, Opposite Party No. 1 admitted to delays in completion, attributing them circumstances such as shortages of material and labour, and projected a revised completion date of February 2012.

                          4.4 Despite this delay attributable to the Opposite Parties, the Complainant avers that it continued to perform its obligations, remitting payments such that over half the total sale consideration was paid by 30.07.2011. The Opposite Parties demanded for payment of the balance consideration without commensurate progress in construction. The Complainant paid in part by arranging a demand draft for Rupees sixty lakhs dated 29.07.2011. However, the Opposite Parties, via letter dated 17.10.2011, refused to encash this draft, demanding instead a further sum of Rs. 1,52,87,088/- along with interest for alleged delayed payments, calculated at 18% per annum amounting to Rs.36,98,323/-.

                          4.5 The culmination of the dispute occurred when the Opposite Parties issued a cancellation letter dated 08.12.2011. In this letter, they returned the aforementioned banker's cheque for Rs. 60 lakhs, but not before deducting a sum of Rs. 24,21,652/-. They further tendered a payment of Rs. 52,77,673/- as a purported refund of the balance consideration already paid. The Complainant subsequently caused a legal notice to be issued on 20.04.2012 demanding a full and proper refund, to which the Opposite Parties furnished a reply denying the allegations as false and frivolous. Aggrieved by these actions, the Complainant instituted the proceedings before the Hon'ble State commission and the Hon'ble Commission vide order dated 28.03.2017 dismissed the complaint .The complainant approached this forum and this forum vide order dated 25.02.2019 allowed the appeal and set aside the order of the state commission. The opposite parties filed a review application under section 22(2) of the consumer protection act 1986 read with regulation 15(1) of the consumer protection regulations,2005 against the orders dated 25.02.2019, 08.02.2019 and 21.12.2017 passed by this Hon'ble Commission in First Appeal No. 1396 of 2017 namely, M/s Sunlight Dev-Con Pvt. Ltd. Vs. M/s Lodha Healthy Construction and Developers. This commission vide order dated 16.12.2019 recalled the order dated 25.02.2019 and restored First Appeal no. 1396 of 2017 to its original number.

5. Appellant (M/s Life Style) has challenged the Order dated 28.03.2017 of the State Commission mainly on following grounds:

                          (i) The impugned order/judgment dated 28.03.2017 is liable to be set aside primarily on the ground that the Learned Commission erroneously assumed, without any evidentiary basis, that the subject flat was booked for commercial profit, thereby incorrectly disqualifying the Complainant from being a "consumer". It is submitted that the record is entirely devoid of any evidence which could substantiate a finding that the Appellant intended to earn profit from the sale or commercial use of the flat. The Learned Commission's conclusion is predicated solely on a presumption. Consequently, the finding is legally unsustainable, and the order dated 28.03.2017 is liable to be set aside.

                          (ii) The impugned order dated 28.03.2017 is perverse in nature. This is because the Consumer Protection Act is legislatively confined to adjudicating deficiency in service or defects in goods. The statutory scheme nowhere imposes an obligation upon a complainant to plead or prove the specific purpose or intended use behind purchasing goods or hiring services to qualify as a "consumer" under Section 2(l)(d) of the Act. Consequently, the Learned Commission's observation that the Complainant failed to aver that the flat was intended for the residence of its directors is misplaced, extraneous, and devoid of merit. It imposes a burden of proof not contemplated by the statute. The decision, which relies fundamentally upon this erroneous assertion, is therefore bad in law and liable to be set aside.

                          (iii) The Learned State Commission failed to appreciate that the Respondent, in order to secure enhanced profits from the subsequent resale of the subject flat, deliberately with malafide intent cancelled the Complainant's allotment. This cancellation was effected with full knowledge that the complainant had already discharged a substantial portion of the total sale consideration, amounting to Rs. 1,36,99,655/- out of Rs.2,42,16,516/-.Furthermore, the Respondent's action constituted a tactic to evade its contractual liability for payment of damages and compensation due to its own admitted and inordinate delay in completing the construction. By unilaterally terminating the agreement,, the Respondent sought to foreclose the Appellant's rightful claims and to suppress its legitimate grievance regarding the slow progress of work.

                          (iv) The Learned Commission failed to appreciate that, as per Clause 24 of the Contract, the Opposite Party was obligated to hand over vacant possession of the residential flat on or before 30.06.2011. To circumvent its contractual liability for the payment of liquidated damages or penal interest as prescribed under the said clause for the admitted delay, the Opposite Party deliberately and malafidely cancelled the Appellant's flat. This unilateral termination was a calculated act to evade its statutory and contractual obligations.

                          (v)The impugned orders have been passed in very casual manner without even examining the facts of the case on a set Performa. It appears that the allege order has been passed even without going through the relevant record/files.

6. The case was heard extensively, from both sides, on 21.11.2025. The said order is reproduced below:

                          "1. Heard counsel for both sides.

                          2. Challenge is to the order dated28.03.2017 of the State Commission, vide which complaint filed by the appellant herein was dismissed on account of not being maintainable. The State Commission held that complainant does not satisfy the definition of being a consumer under the provisions of Consumer Protection Act. Earlier, this appeal was decided by this Commission vide order dated 25.02.2019 vide which order of the State Commission was set aside. Subsequently, review filed by the OP / respondent herein was allowed vide order dated 16.12.2019 and earlier order dated 25.02.2019 was recalled and First Appeal No. 1396 of 2017 was restored to its original number.

                          3. In view of the foregoing, mater has been heard afresh on merits today from both sides. While, it is contended by the appellant herein that just because they are the Private Limited Company, it does not take them out of purview of the definition of Consumer from the Consumer Protection Act, submitting further that they have not purchased the flat in question for commercial purpose.

                          4. Respondent on the other hand drawing our attention to the Memorandum of Association of the Appellant Company at page 50 onwards submit that complainant Company is engaged in the business of Rea! Estate, which interaiia includes acquisition and sale of immovable properties including flats. Further, it is argued by the respondent that neither in the Complaint nor anywhere else in other pleadings, the complainant / appellant herein have pleaded that purchase of said flat was for use by any of its directors or officials.

                          Hence, the only conclusion which can be drawn keeping in view the Memorandum ofAssociation is that said flat has been purchased for commercial purpose and hence the appellant herein is not a consumer under the provisions of Consumer Protection Act.

                          5. After hearing both sides, judgment reserved.

                          6. Both sides are given liberty to file modified written notes of arguments a/ongwith copies of judgments they wish to rely upon, if any, duly indexed and paginated and marking relevant paras and listing out the law points they wish to derive from the said judgments, within a week.

                          7. It was clarified by the counsel representing the respondents that respondent no. 2 and 3 listed in the memo of parties are not the directors of respondent no.l - Company. She further submits that R-2 is neither a director nor employee of the Company and is not associated with the Company in any manner whatsoever. As regards respondent no.3, although she mentioned that he is not the director, she is not sure about his status as an employee of the Company. While filing written notes of arguments, she may clarify the status of respondent no.3 as well."

7. The only question to be considered in the present case is whether the Appellant herein, who was Complainant before the State Commission, is a Consumer under the provisions of the Consumer Protection Act 2019. The State Commission has dismissed the Complaint holding that the Complainant Company does not fall under the definition of Consumer and hence, the Consumer Complaint is not maintainable.

8. Section 2(7) defines the 'Consumer'. The said Section is reproduced below:

                          "consumer" means any person who-

                          (i) buys any goods for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment and includes any user of such goods other than the person who buys such goods for consideration paid or promised or partly paid or partly promised, or under any system of deferred payment, when such use is made with the approval of such person, but does not include a person who obtains such goods for resale or for any commercial purpose; or

                          (ii) hires or avails of any service for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment and includes any beneficiary of such service other than the person who hires or avails of the services for consideration paid or promised, or partly paid and partly promised, or under any system of deferred payment, when such services are availed of with the approval of the first mentioned person, but does not include a person who avails of such service for any commercial purpose.

                          Explanation. - For the purposes of this clause, -

                          (a) the expression "commercial purpose" does not include use by a person of goods bought and used by him exclusively for the purpose of earning his livelihood, by means of self-employment;

                          (b) the expressions "buys any goods" and "hires or avails any services" includes offline or online transactions through electronic means or by teleshopping or direct selling or multi-level marketing;

                          As per this Section, a person, who buys the goods or avails the services for any 'commercial purpose' is not included in the definition of Consumer. As per explanation (a) the expression commercial purpose does not include use by a person of goods bought and used by him exclusively for the purpose of earning his livelihood by means of self-employment. This Section contains no such explanation with reference to the service. In the present case, the Complainant has availed the services which are covered under the 'Housing' under Section 2(42).

9. No doubt, the mere fact of Complainant being a Company does not deny him the status of a 'Consumer' under the Consumer Protection Act. This issue has been dealt by the Hon'ble Supreme Court at length in the case of National Insurance Company Limited v. Harsoiia Motors & Ors., (2023) 8 SCC 362. Hence, the critical issue is, whether purchase of such goods or availed services was for commercial purpose or not.

10. We have carefully gone through the Memorandum of Association of the Complainant Company, which lists the main objects to be pursued by the Company as well as objects incidental to ancillary to the attainment of the main objects. The relevant paras are extracted below:

                          'A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORA TION ARE:

                          1. To carry on the business of real estate developers, builders, contractors and decorators of dwelling houses, colonies, residential complexes and Hats, commercial complexes, bus stands, airports, highways, railway stations, ports, wharfs, jetty, government and other commercials and industrial buildings and industrial buildings and structures and to acquire by purchase, lease, exchange, hire or otherwise, lands, buildings and properties of any description and tenure or any interest in the same, to develop and turn to account ant land and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, filling up and improving buildings to carry on business as proprietors of fiats, boarding and lodging houses and to let on hire, lease or on hire purchase basis or on license basis or otherwise apartments, residential houses, commercial buildings or commercial spaces therein and to provided in residential fiats or apartments and to sell, lease, let, hire or otherwise deal with or dispose of lands, houses, buildings and other immovable properties and to transact on commission or otherwise the genera! business of land and property agent, to establish, operate, maintain or run business service centres and telecom facility centres in India or in any part of the world.

                          2. To lay out, develop, construct, build, erect, demolish, re-erect, alter, re-modei or do any other work in connection with any warehousing, transportation, Information technology, IT Parks, Infrastructure development for higher import/export, building scheme roads highways, docks, ships sewers, bridges, canals, wells, springs, muitistoried building, power plants, wharves, ports, cold storage, reservoirs, embankments, tramways, irrigation improvements, sanitary, water, gas, electric, light, telephonic and Wind Power, power supply works or any other structural or architectural work of any kind whatsoever and for such purpose to prepare estimates designs, plants specifications, or models and do such other or any act that may be requisite thereof & purchase, acquire, take on lease, or in exchange or in any other lawful manner any other land, building muitistoried structures and to turn to the same into real estate, account develop the same and dispose of or maintain the same or to maintain the same and to build townships, markets, or other building or convenience thereon and to equip the same or any part thereof with all any amenities or convenience, drainage facility electric telegraphic, telephonic, television and to deal with same in any manner whatsoever either jointly or individually.

                          3. To carry on the business as professionals, consultants on construction of muitistoried buildings, warehouses, bridges, roads, dams, houses, bungalows, hotels, residential and commercial complexes, industrial sheds and working as architectural engineers, assessors, valuers, surveyors, designers.

                          B) THE OBJECTS INCIDENTAL TO ANCILLARY TO THE A TTAINMENT OF THE MAIN OBJECTS:

                          1. To acquire by purchase or otherwise, build, construct, alter, maintain, enlarge, pull down, remove or replace and to work, operate, manage and control any buildings, offices, godowns, warehouses, room coolers, * factories, mills, shops, water courses, electric works and other works and conveniences which may seem calculated directly or indirectly to advance the interest of the company, and to join with any other persons or company in doing any of these things.

                          2. To buy, sell, repair, alter, improve, exchange, let out on hire, import and deal with all factories, works, plant, machinery, tools, utensils, appliances, apparatus, products, materials, substances, articles and things capable of being used in any business which this company is competent to carry on or required by any customers or person having dealings with the company or commonly dealt in by persons engaged in any such business or which may seem capable of being profitably dealt with in connection therewith and to experiment with render marketable and deal in all products or residua! and by-products incidental or obtained in any of the business carried on by the company.

                          xxxx"

11. We have also perused the Complaint of the Complainant/Appellant herein and after relevant records and considered the rival contentions of the parties in the light of following judgments:

                          (i) Rohit Chaudhary and Anr. Vs. Vipul Limited (2024) 1 SCC 8.

                          (ii) Shriram chits (India) Private Limited Vs. Raghachand Associates (2024) 9 SCC 509.

                          (iii) National Insurance Company Limited Vs. Harsolla Motors and Others (2023) 8 SCC 362.

                          (iv) Laxmi Engineering Works Vs. P.S.G. Industrial Institute (1995) 3 SCC 583.

12. From the perusal of the above cited main objects of the Appellant/Complainant Company as stated in the their Memorandum of Association, it is very clear that the Appellant Company is in the business of Real Estate, as a part of which they acquire by purchase, lease, exchange etc. lands, buildings and properties with a view to develop them and preparing the same for building purposes. They are in the business as purchasing of flats, boarding and lodging houses and letting these on hire, lease etc. They also sell, lease, hire otherwise deal with and dispose off lands, houses, buildings and other immovable properties etc. Hence, purchase of flat in question by the Appellant/Complainant from the OP definitely falls within the purview of their main object itself which makes it for commercial purpose. Nowhere in the Complaint or any other pleadings, the Complainant took the plea that the purchase of the said flat was for use of any of its Director or officials. Hence, we hold that the Appellant herein-does not satisfy the definition of being a Consumer under Section 2(7) of the Act. Hence, the Consumer Complaint is not maintainable. The State Commission committed no illegality or material irregularity in dismissing the Complaint of the Complainant/Appellant herein on the grounds that he is not a Consumer under the provisions of the Consumer Protection Act. The State Commission has passed a well-reasoned order and we find no reason to interfere with its findings. There is no illegality or material irregularity in the order of the State Commission, hence, the same is upheld. Accordingly, First Appeal No. 1396 of 2017 is dismissed.

13. Pending IAs in the case, if any, also stand disposed off.