MESSER HOLDINGS LTD. vs SHYAM MADANMOHAN RUIA .

The Supreme Court examined the enforceability of non-competition and right of first refusal clauses in share purchase agreements under Indian contract law. The Court held that such clauses, as stipulated in Clause 9 of the Share Purchase and Cooperation Agreement and Clause 6.1 of the Share Purchase Agreement, are valid and enforceable provided they do not contravene public policy or statutory provisions. The Court emphasized that the agreements must be interpreted in light of the intention of the parties and the regulatory framework under the Securities and Exchange Board of India Act, 1992 and the Regulations framed thereunder.