Mumbai: The US Federal Court for the Southern District of New York has issued summons to Tata America in an alleged breach of contractual obligations by not following an August 2018 direction from Tata group patriarch Ratan Tata asking the company to help the plaintiff raise USD 500 million towards the Prime Minister’s Relief Fund that the Tata Trusts had agreed to do in January 2017.
Tata America International Corporation, a fully-owned subsidiary of Tata Consultancy Services, has described the summons as frivolous and not binding on them apart from threatening the plaintiff — the city resident Dr Pankaj K Phadnis, who was a senior advisor to Tata Trusts between 2017 and 2019 — with dire consequences of he didn’t immediately withdrew the petition.
Tata Trusts own more than 66 per cent of Tata Sons, which is holding company of leading Tata group companies.
The order, issued on December 3, 2021, by the New York Southern District judge Edgardo Ramos, is on a petition filed by Phadnis, who was appointed by Ratan Tata, the then the chairman of Tata Sons as well as Tata Trusts, in January 2017 as a senior director at Tata Trusts, and help the trusts raise USD 500 million for the Prime Minister’s Relief Fund by “correcting the management of an Indian public charitable trust of a New Yorker”.
Emails sent to Ratan Tata and Tata Sons seeking comments did not elicit any response even after 24 hours. A phone call to a Tata Sons’ spokesperson was also not answered.
The said Indian public trust is the Dinshaw Trust, formed by the charitable bequest of the late Dinshaw Edulji by a will, after his death in New York in 1970. The late Dinshaw was the son of Framroz Dinshaw who was a leading financier in the 1900s and helped build Bombay and also had lent huge amount of money to Tata Steel and Tata Power in the 1920s.
The principal fund from the assets of the late Dinshaw were bequeathed to the American Society for Prevention of Cruelty to Animals and the Salvation Army, both based in New York. The assets included equity shares in FE Dinshaw (now Cyrus Investments, which is the principal investment arm of the Shapoorji Pallonji Group that owns more than 18 per cent in Tata Sons), which therefore ought to have passed on to the beneficiary American public charities as directed in the will of the late Dinshaw.
However, this has not happened as yet and therefore Phadnis contends that these US charities have a potential indirect lien on shares of Tata Sons, which could be worth about USD 6 billion.
PTI has seen the petition, including a mail from Ratan Tata to Phadnis dated July 11, 2017, which forms the main basis of legal suit. The letter reads: “I have read the enclosures with great interest…my office is fixing a meeting in early August.”
PTI has also seen the December 3 summons to Tata America along with the response that the company’s lawyers slapped on Phadnis on December 6, 2021, threatening him with remedial measures, including court-ordered sanctions if he does not suo sponte (on his own) withdraw the petition.
Tata America has pointed out that the same court had dismissed his first petition in March 2021 saying “the plaintiff has failed to demonstrate why the obligations of Tata Trusts and/or Tata Sons should be imputed to Tata America.”
The company, therefore, has claimed that the said agreement is between Phadnis and Tata Trusts and not with them and the plaintiff and therefore they nothing to do with the case.
Phadnis’ new petition argues that the obligations of Tata Trusts/Tata Sons ought to be imputed to Tata America by contending that while the original agreement was with Tata Trusts, he was informed on August 24, 2018, by Tata himself that he had assigned the matter to Tata America.
Phadnis has also expressed his willingness to the New York judge to withdraw the petition if Tata informs him that no such assignment was done by him to Tata America.
“Phadnis entered into an agreement with the Tata Group (to be acted up on in New York) in January 2017 at the behest of Ratan Tata to raise USD 500 million for the PM’s relief fund by correcting the management of an Indian Public Charitable Trust in New York (Dinshaw Trust),” reads the petition.
“Though Tata Trusts has acted upon the agreement for 18 months by paying the legal fees of the New York litigation undertaken by Phadnis, “on August 24, 2018, the plaintiff was informed that Tata had assigned the New York agreement to Tata America,” the petition reads.
Under the agreement, Phadnis was to raise charitable funds in India and New York and the entire expenses would be borne by Tata Trusts. Accordingly, he has sought reimbursement of around USD 4 million from Tata America towards the expenses he incurred so far and for further expenses till its conclusion.
However the NY court is silent on this matter.
The main plea of Phadnis, who himself argued the case, is the potential indirect lien of New York charities on shares of Tata Sons and which can result in the creation of a Cy Pres fund of USD 6 billion if the anomaly in the management of the Dinshaw Trust is not rectified.
“There is a strong case for creation of a Cy Pres fund to be used for Covid-19 relief operations. This lawsuit therefore seeks performance of the New York agreement by the Tata Group as was committed personally by Tata,” says the petition.
A Cy Pres fund is a legal doctrine that allows creation of a court-monitored fund from a charitable bequest that is not being used by the intended beneficiaries, which are the US charities in this case, and is therefore used for purposes as close to the intent of the deceased as is possible).