Bengaluru Court Orders Company to Pay Outstanding Law Firm Fees but Declines Personal Liability of Directors

Company liable; directors not automatically liable

A Bengaluru civil court has ordered Moerheim Roses and Trading India Private Limited to pay outstanding professional fees to law firm Krishnamurthy & Co., commonly known as K Law, while rejecting the attempt to make the company's directors personally responsible for the debt. The decision distinguishes a company's contractual obligation from the individual liability of those who manage it.

Additional City Civil and Sessions Judge Shirin Javeed Ansari delivered the judgment on October 3, 2026. The court awarded ₹2.75 lakh in unpaid fees, interest at nine percent per annum from institution of the suit until realisation, and litigation costs. It declined to impose liability on four directors in the absence of evidence that any director personally undertook to pay the company's debt.

How the fee dispute arose

The law firm had provided professional services connected with proceedings before the Karnataka High Court in 2017. According to the case reported, the company engaged the firm through another legal practice, and K Law prepared objections, pursued an application concerning interim relief and arranged representation through senior counsel.

Invoices for the services totalled approximately ₹6.10 lakh. The company made payments of around ₹3.35 lakh, leaving a claimed balance of ₹2.75 lakh. The firm relied on invoices, payment records and later email exchanges to demonstrate that the company acknowledged the outstanding sum. It ultimately instituted a civil recovery suit in November 2023 after payment was not made.

The plaintiff sought interest at twenty-four percent per annum. The company and the directors did not enter appearance despite service of summons, and the court proceeded ex parte. That procedural posture did not relieve the plaintiff of the obligation to prove the debt or establish a separate basis for fastening liability on each defendant.

Evidence and the limits of directors' responsibility

The court considered the records of legal services, invoices and part-payments sufficient to establish the corporate defendant's unpaid contractual obligation. However, it rejected the proposition that a person becomes personally liable for every commercial debt simply by being a director or participating in day-to-day management.

The distinction is important because a company has a legal identity separate from its directors. Personal responsibility for a particular contractual payment ordinarily requires a legally recognised basis, such as a personal guarantee, an independent promise, or another applicable ground established by evidence. Allegations that directors supervised the company's affairs are not, by themselves, proof of such a promise.

The reported judgment found no evidence that the four directors had independently guaranteed or undertaken payment of the firm's invoices. Consequently, the corporate debt was proved but the individual claim failed. This was a decision on the facts and documents before the civil court, not an immunity rule for directors in every type of proceeding.

Interest and practical implications

The court also declined to award the twenty-four percent interest sought by the plaintiff because no agreement supporting that rate was proved. It instead granted interest at nine percent annually from the date the suit was filed until payment, together with costs. The choice reflects the distinction between the principal amount established by the evidence and the additional contractual or discretionary basis needed for a claimed interest rate.

For law firms and other service providers, the decision underscores the value of clear engagement letters, accurate invoices, written payment acknowledgements and express guarantees where personal recourse is intended. For company officers, it confirms that management responsibility and personal contractual liability are separate questions.

The operative decree requires the company to satisfy the proved dues and the awarded interest and costs. The directors were not personally ordered to pay. Advocate Shujath Ahmed was reported as representing K Law.

Case: K Law v. Moerheim Roses (as reported). Judge: Additional City Civil and Sessions Judge Shirin Javeed Ansari.