' AMIN-UD-DIN KHAN, J.---Through this appeal the appellant-plaintiff has challenged the order dated 5-3-2013 passed by the learned trial court whereby in a suit for declaration, injunction and accounts of profits, filed by the plaintiff-appellant an application for appointment of receiver has been dismissed.
2. Learned counsel for the appellant argues that there was relationship of trust between the plaintiff-appellant-company and defendants Nos. 1 and 2 as defendant Nos.1 and 2 are founding members, shareholders and also directors of the plaintiff-company and defendant No. 3 is the co'rporate entity/private limited company which has been established and got incorporated by defendants Nos. 1 and 2 with the illegal object of diversion of business of the plaintiff-company to themselves. According to learned counsel for the appellant, there was Letter of Intent (LOI) by defendant No.5, Porsche Middle East and Africa for selling the vehicles of defendant No. 5 in Pakistan but defendants Nos. 1 and 2 dishonestly got incorporated defendant No.3 a new corporate entity/private limited company and therefore they are doing the business with defendant No. 5, which necessitated the plaintiff to file a suit for declaration etc. And in the suit, application for appointment of receiver was filed. By referring Gower's Principles of Modern Company Law, Sixth Edition, printed by Sweet and Maxwell, page 618, learned counsel argues that if a company indirectly through a company formed for the purpose which entered into a consortium with the undertaker, in both they were held liable to account for the profits which they made.
3. On the other hand, learned counsel representing respondents Nos. 1 to 3 argues that even the Letter of Intent which was dated 12-4-2005, expired on 3-2-2008. Further argues that actually this Letter of Intent was till July, 2007 and on 5-2-2008 respondents Nos. 4 to 6 signed a new Letter of Intent with respondents Nos. 1 to 3 and therefore states that neither suit was maintainable nor the application and the order passed by the learned trial court is in accordance with law.
4. Learned counsel for respondents Nos. 4 to 6 has supported the version of respondents Nos. 1 to 3 and further that respondent No. 5 has signed Letter of Intent and that Letter of Intent is not a concluded contract, it is just an offer.
5. I have head learned counsel for the parties and gone through the record annexed with this appeal.
6. The arguments of learned counsel for the appellant may have some weight if what has been- pleaded is proved that by misuse of trust respondents Nos. 1 and 2 A got a new Letter of Intent in avour of respondent No. 3, a new company in the name of respondents Nos. 1 and 2 but question here for determination is whether a company can pray for appointment of receiver for the other company. All the arguments advanced by learned counsel for the appellant could not satisfy the Court on the question in issue raised by the appellant. As it is pleaded that Letter of Intent issued in favour of respondent No. 3 is dated 5-2-2008 after the expiry of Letter of Intent in favour of plaintiff- company and even otherwise the LOI is not a concluded contract it is just an offer. Case of respondents Nos. 4 to 6 is also that they have never appointed the appellant company as their agent, only a Letter of Intent (LOI) was issued in their favour and after the expiry of term of LOI in their favour a new LOI in favour of respondent No.3 company has been issued. In these circumstances, the conditions for appointment of receiver does not exist in this case, therefore, there is no defect in the order passed by learned trial court whereby appointment of receiver has been refused. No case for interference has been made out, lerefore, instant appeal stands dismissed.