My father had been running a branch of a company since past 20 years after succeeding from his father, who had started the branch in 1954. After the death of my father last year, my mother wanted to handle the branch & wrote many letters to the head office for making her secretary of the running branch. They demanded their share for the past 10 years, which was overdue from the time my father was secretary, out of the receipts of the branch. She had already informed vide letters that there was no new business at the branch, rather only old customers were availing services from the branch. So, my father had not sent the share for so many years. Her main intention was to keep providing services to the old customers as there were hardly any new customers visitng the branch nowadays.
My mother was told to pay a lumpsum of Rs. 5 lakhs towards previous dues, after which they would consider her request. She expressed her inability and they agreed to accept Rs. 3 lakhs upfront and 2 lakhs in installments after some period. She paid the 3 lakhs by demand draft and on the same day, they got her to sign a fresh agreement which stated that she was being permitted to open a new branch in the city and open a new bank account. The agreement also stated a minimum HO share of Rs. 1 lakh annually to be sent by the branch. This was completely opposite of what she was assured before handing over the draft. Somehow, they got her to sign it & then assured her that they would alter the agreement later on after the draft is encashed by them.
Now, they are trying to force her to pay the 1 lakh share of the previous year along with the 2 lakh remaining balance as security deposit, whereas she has already informed them that still the business is very low and there have been only a few new customers at the branch. So, she cannot pay the amounts to them now.
My query is:
1. Can the agreement be challanged on the grounds that the branch was already running before the agreement & they had forcefully made it to exploit her by considering it as a new branch & a fresh agreement, where there is no mention of the previous history of the branch or that she had paid the previous dues which they had confirmed were cleared up to the date of the agreement?
2. Also, since she had informed before hand that there was no new business, but still they had drafted the agreement asking for such high share & assurance of thousands of new customers within first two years. In spite of the knowledge of the branch, it was their own decision to make the agreement & they should have thought about the current status before making her commit to pay such high share & security deposit.
