In Colgate Palmolive Company & Anr. v. Haleon Plc & Anr. (CCP(O) 66/2026 in CS(COMM) 288/2026, order dated 3 November 2026), Justice Tejas Karia of the Delhi High Court held that a contempt petition alleging breach of an undertaking given on behalf of defendant companies is not defeated merely because the companies themselves were not arrayed as respondents. The court declared two decisions holding otherwise — of the Kerala High Court and a coordinate bench of the Delhi High Court — per incuriam, impleaded the companies, and issued notice. The order arises in a commercial suit over comparative advertising between two consumer-products giants.
The case in one view
| Case | Colgate Palmolive Company & Anr. v. Haleon Plc & Anr., CCP(O) 66/2026 in CS(COMM) 288/2026 |
|---|---|
| Court | High Court of Delhi, Justice Tejas Karia |
| Order dated | 3 November 2026 |
| Context | Contempt petition under Sections 11 and 12, Contempt of Courts Act, 1971 read with Order XXXIX Rule 2A and Section 151 CPC, alleging breach of an undertaking recorded on 14 May 2026 in a comparative-advertising suit |
| Outcome | Non-joinder objection rejected; companies impleaded; notice issued; matter listed |
The setting
The plaintiffs sued over advertisements and product detailers in a commercial suit. On 14 May 2026, senior counsel for the defendant companies gave an undertaking, recorded in the order, that there would be no fresh circulation of the impugned material until the next hearing. Alleging breach, the plaintiffs filed a contempt petition — but directed it at the companies’ directors and authorised representatives, without joining the companies themselves. The respondents met it with a pure point of maintainability.
The maintainability duel
Respondents’ objection
Section 12(4) and (5) of the Contempt of Courts Act makes officers liable only where the contempt is by a company; without the company on record, the petition cannot proceed. Aneeta Hada v. Godfather Travels, (2012) 5 SCC 661 — holding prosecution of directors under Section 141 NI Act impermissible without the company — supplies the principle, and Kalimirch Vyapari Association (Kerala) and Matrix Cellular Services (Delhi) applied it to contempt.
Court’s answer
Non-joinder of the company “cannot, by itself, be regarded as fatal to the Petition” (para 16). Kalimirch and Matrix Cellular were declared per incuriam (para 26). Contempt jurisdiction under Article 215 is a plenary power of the court to vindicate its own orders; the court may issue notice even on its own motion, and the plaintiffs had in any event offered to implead the companies.
Acting on that view, the court directed that notice issue to the defendants in the suit “since the Undertaking had been given on their behalf”, and impleaded the two defendant companies as additional respondents (para 28). Replies were directed, vakalatnama defects were ordered cured, and the matter was listed within days (paras 29-32).
Why the per incuriam declaration matters
A single judge ordinarily follows a coordinate bench. The per incuriam route — available where an earlier decision overlooked binding authority or statute — is the exception that lets the court decline to follow it. By taking that route against Matrix Cellular, the court has set up a clear divergence within the Delhi High Court on whether Aneeta Hada’s company-first logic governs contempt petitions at all. The question has an obvious structural answer pulling the other way: NI Act prosecution is a creature of statute with the company’s offence as its foundation, while contempt is the court’s inherent constitutional power to enforce obedience — a power that has never depended on the niceties of party arrays. Expect this issue to travel to a larger bench or the Supreme Court in due course.
Practical significance for commercial litigation
Undertakings are the workhorse of interim arrangements in commercial suits — they avoid injunction findings while freezing conduct. This order strengthens their enforcement in three ways. First, a technically imperfect party array will not buy the alleged contemnor a dismissal; courts will cure the defect by impleadment rather than reward it. Second, officers and representatives who stand behind a corporate undertaking remain personally within the court’s reach, since the undertaking was given on the companies’ behalf by counsel on instructions. Third, speed: the court moved from objection to impleadment to a listed hearing within days, reflecting how seriously breach of a recorded undertaking is taken on the commercial side.
Takeaways
- Draft contempt petitions to join both the company and the responsible officers — this order rescues imperfect arrays, but the safer course is completeness.
- When giving an undertaking in a commercial suit, treat it as an injunction in all but name: circulate it internally, instruct marketing and distribution teams in writing, and document compliance.
- An undertaking recorded in an order binds through Order XXXIX Rule 2A and the Contempt of Courts Act simultaneously; the enforcement menu is the petitioner’s choice.
- Maintainability objections resting on coordinate-bench authority can fail where that authority is vulnerable to a per incuriam attack — research the foundations, not just the holding.
Frequently Asked Questions
What was the contempt petition about?
In the underlying commercial suit, an undertaking was recorded in the order of 14 May 2026 that the defendants would make no fresh circulation of the impugned advertisements and product detailers until the next hearing. The plaintiffs alleged wilful disobedience of that undertaking and filed a contempt petition under Sections 11 and 12 of the Contempt of Courts Act read with Order XXXIX Rule 2A CPC — but named only the directors and authorised representatives, not the companies.
What was the objection, and on what authority?
The respondents argued that under Section 12(4) and (5) of the Contempt of Courts Act, liability of officers presupposes contempt by the company, so the company must be a party — relying on Aneeta Hada (on Section 141 NI Act), the Kerala High Court's Kalimirch Vyapari Association and the Delhi High Court's Matrix Cellular Services.
What did the court hold?
That non-joinder of the company cannot, by itself, be fatal to the petition. The court declared Kalimirch and Matrix Cellular per incuriam, held that notice could issue to the defendants since the undertaking was given on their behalf, and impleaded the two defendant companies as respondents. The matter proceeds; no finding of contempt has yet been made.
Is this a final decision on contempt?
No. The 3 November order is interim: it settles the maintainability objection on non-joinder, impleads the companies, requires replies and vakalatnama corrections, and lists the matter. Whether the undertaking was in fact breached, and by whom, remains to be decided.