Bombay High Court Rules in Favor of Bombay Group in Vadilal Brand Dispute
The Bombay High Court has provided interim relief to the Bombay Group amidst a legal dispute over the usage of the Vadilal brand name. This decision comes as part of the case Shailesh Gandhi & Ors v. Ramchandra Gandhi & Ors, presided over by Justice Amit Borkar.
Justice Borkar concluded that the Bombay Group’s rights to the Vadilal brand across several Indian states are deeply rooted in a 1993 family settlement agreement, rather than being a simple commercial license that can be terminated at will. This ruling was made in response to a petition filed by Shailesh Gandhi, his wife Bela, and Vadilal Dairy International Ltd., who sought interim protection under Section 9 of the Arbitration and Conciliation Act, 1996.
Background of the Legal Dispute
The petitioners asserted that they possess permanent rights to manufacture and sell ice cream and juices under the Vadilal brand in regions including Maharashtra, Goa, Karnataka, Kerala, and Andhra Pradesh (inclusive of Telangana). This claim is based on a 1993 family settlement between the Bombay and Ahmedabad branches of the Gandhi family. The issue arose when Vadilal International Pvt Ltd, part of the Ahmedabad Group, issued a notice in May 2026 seeking to terminate the registered user agreement and revoke an irrevocable power of attorney, essentially stripping the Bombay Group of their rights to the brand.
Analysis and Court’s Findings
The court examined four key documents executed on March 30, 1993: a memorandum of agreement (termed the “parent agreement”), a branding agreement, an irrevocable power of attorney, and a registered user agreement. Justice Borkar noted that these documents collectively represented a comprehensive family settlement arrangement, granting the Bombay Group enduring rights to the Vadilal brand post their relinquishment of shareholding and management rights in Vadilal International.
Justice Borkar emphasized that the registered user agreement, unlike a typical commercial license, was an integral part of the family settlement. The court’s prima facie assessment indicated these agreements were interconnected, with the parent agreement serving as the foundational document.
Moreover, the court acknowledged the arbitration clause within the parent agreement, which could potentially extend to disputes arising from the subsequent agreements. The court recognized that the Ahmedabad Group, through Vadilal International and Vadilal Industries Ltd., had adhered to the family settlement for decades. Consequently, questions regarding their role and an impending merger should be referred to arbitration.
Arguments and Court’s Decision
The Ahmedabad Group contended that once the registered user agreement was terminated, the relationship was nullified, and allowing continued use of the Vadilal mark would equate to enforcing a defunct contract. However, the court differentiated between reviving a terminated license and safeguarding rights stemming from a broader family settlement.
The Bombay Group maintained that their brand rights originated from the parent and branding agreements, operationalized through the registered user agreement and power of attorney. Thus, they sought interim relief to protect these rights pending arbitration.
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The court issued a protective order favoring the Bombay Group, restraining the Ahmedabad Group from acting on the termination notice dated May 26. The Ahmedabad Group was also barred from utilizing the Vadilal brand within the Bombay Group’s territories and from transferring or licensing the disputed trademark to third parties. This order will remain effective during the arbitration proceedings and for 90 days following the arbitral award, unless otherwise modified by the arbitral tribunal.
Senior Advocate Mustafa Doctor, with a team of advocates from IndusLaw, represented the Bombay Group. The Ahmedabad Group was represented by Senior Advocate Venkatesh R Dhond and a team from Trilegal. Senior Advocate Shiraz Rustomjee and his team, also from Trilegal, appeared for Vadilal International, while Senior Advocate Zal Andhyarujina and his team from AVP Partners represented Vadilal Industries.
