APHC010336132025 IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAV^Tt O O § X :I" LV-^ <■ TUESDAY,THE FIFTH DAY OF AUGUST TWO THOUSAND AND TWENTY FIVE PRESENT HON’BLE SRI JUSTICE DHIRAJ SINGH THAKUR, CHIEF JUSTICE ■A V - i„’< AND HON’BLE SRI JUSTICE RAVI CHEEMALAPATI WRIT APPEAL NO: 806 OF 2025 Writ Appeal under clause 15 of the Letters Patent be pleased against the order dated 30.06.2025 in W.P. No. 14209 of 2025 on the file of High Court. Between: / 1. Omics International Pvt. Ltd., (Franchise Owner-Vizag Warriors) Having its Registered Office at D. No. 1-90/1, Plot No. 20 and 21, Kavuri Hills, Hi-Tech City, Hyderabad - 500 081 Rep. by P. Rohan Kumar 2. Coastal Riders Private Limited,, Franchise Owner - Coastal Riders) Masid Backside Road,, M M Pent House, 601, Venkatadri Nilayam, Road Junction, Ongole, Prakasam, Andhra Pradesh, 523002 Rep. by M. Venkatadri Reddy 3. Andhra Hospitals, (Vijayawada) Private Limited (Franchise Owner - Bezawada Tigers) Having registrered office at D. No. 29-14-61, CVR Complex, Prakasam Road , Vijayawada, Andhra Pradesh Rep. by G. Sateesh Chandra Mohan ...Petitioners Nos.1,2 & 4/Appellants AND 1. The State of Andhra Pradesh, Rep. by its Principal Secretary, Youth Services and Sports Department, Secretariat, Velagapudi, Amaravathi, Guntur District. 2. The Andhra Cricket Association(ACA), Dr. Y.S.R. ACA-VDCA Cricket Pothina Mallayya Palem, Visakhapatnam-530041 Represented by its Secretary 3. The Governing Council, Andhra Premier League, Dr. Y.S.R. ACA- VDCA Cricket Stadium, Pothina Mallayya Palem, Visakhapatnam- 530041 Represented by its Chairman 4. Board of Control for Cricket in India, 4*^ Floor, Cricket Centre Wankhede Stadium, D Road, Churchgate Mumbai - 400020, India. Represented by its Secretary. . Stadium 5. ...Respondent Nos.1 to 4/Respondent No.1 to 4 6. M/s KVR Sports Academy, (Franchise Owner - Uttarandhra Lions) having office at D. No. 50-121-27, Sri Dhanalakshmi Nilayam, BS layout, Seethammadhara, Visakhapatnam - 530 013 Rep. By K. Venkata Reddy ...Petitioner No.3/Respondent No.5 lA NO: 2 OF 2025 Petition under Section 151 CPC praying that in the circumstances stated in the affidavit filed in support of the petition, the High Court may be pleased to stay all the further proceedings pursuant to the advertisement and invitation dated 02.06.2025 inviting expression of interests from interested entities for the purpose of acquiring the'right to own and operate a franchise for a cricket team in the Andhra Premier League (“APL”) conducted by the 2 and 3^^^ Respondents. an nd Counsel for the Petitioners: SRI VARUN BYREDDY Counsel for the Respondent No.1:GP FOR YOUTH SERVICES Counsel for the Respondent Nos.2 & 3:SRI N. RAVI PRASAD, SC FOR ACA Counsel for the Respondent No.4: SRI N. ASHWANI KUMAR, SC FOR BCCI Counsel for the Respondent No.5:— The Court made the following: JUDGMENT APHC010336132025 IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI (Special Original Jurisdiction) [3483] WRIT APPEAL NO: 806/2025 Writ Appeal under clause 15 of the Letters Patent be pleased to allow the appeal by setting aside the Order dated 30.06.2025 in W.P. No. 14209 of 2025 passed by the Hon’ble Single Judge of this Hon’ble Court, and consequently issue a writ, order or direction more particularly one in the nature of Writ of Mandamus declaring the actions of 2nd and 3rd Respondents in issuing an advertisement and an invitation dated 02.06.2025 inviting expression of interests from interested entities for the purpose of acquiring the right to own and operate a franchise for a cricket team in the Andhra Premier League conducted by the 2nd and 3rd Respondents despite talking a decision to extend the franchise by 18 years as illegal, arbitrary, violative of principals of natural justice and violative of articles 14 and 19 of the Indian Constitution. Between: 1.0MICS INTERNATIONAL PVT LTD, (FRANCHISE OWNER-VIZAG WARRIORS) HAVING ITS REGISTERED OFFICE AT D. NO. 1-90/1, PLOT NO. 20 AND 21, KAVURI HILLS, HI-TECH CITY, HYDERABAD - 500 081 REP. BY P. ROHAN KUMAR 2.COASTAL RIDERS PRIVATE LIMITED,, FRANCHISE OWNER - COASTAL RIDERS) PENT HOUSE, 601, VENKATADRI NILAYAM, MASID BACKSIDE ROAD, M M ROAD JUNCTION, ONGOLE, PRAKASAM, ANDHRA PRADESH, 523002 REP. BY M. VENKATADRI REDDY 3.ANDHRA HOSPITALS, (FRANCHISE OWNER REGISTRERED OFFICE AT PRAKASAM ROAD , VIJAYAWADA, ANDHRA PRADESH REP. BY G. SATEESH CHANDRA MOHAN (VIJAYAWADA) BEZAWADA TIGERS) D. NO. 29-14-61, CVR COMPLEX PRIVATE LIMITED HAVING ...APPELLANT(S) AND .WJi.9io.806of2025 2 1.THE STATE OF ANDHRA PRADESH, REP. BY ITS PRINCIPAL SECRETARY, SECRETARIAT, VELAGAPUDI, AMARAVATHI, GUNTUR DISTRICT. YOUTH SERVICES AND SPORTS DEPARTMENT, 2.THE ANDHRA CRICKET ASSOCIATION ACA, DR. Y.S.R. ACA-VDCA POTHINA MALLAYYA PALEM, CRICKET STADIUM VISAKHAPATNAM-530041 REPRESENTED BY ITS SECRETARY 3.THE GOVERNING COUNCIL, ANDHRA PREMIER LEAGUE POTHINA MALLAYYA REPRESENTED BY ITS DR. Y.S.R. ACA-VDCA CRICKET STADIUM, PALEM, VISAKHAPATNAM-530041 CHAIRMAN 4 BOARD OF CONTROL FOR CRICKET IN INDIA, 4TH FLOOR ROAD D CRICKET CENTRE WANKHEDE STADIUM, CHURCHGATE MUMBAI - 400020, INDIA. REPRESENTED BY ITS SECRETARY (FRANCHISE OWNER - UTTARANDHRA LIONS) HAVING OFFICE AT D. NO. 50-121-27, SRI DHANALAKSHMI NILAYAM, BS LAYOUT VISAKHAPATNAM - 530 013 REP. BY K. VENKATA REDDY ...RESPONDENT(S): 5. M/S KVR SPORTS ACADEMY, SEETHAMMADHARA, lA NO: 1 OF 2025 Petition under Section 151 CPC praying that in the circumstances stated in the affidavit filed in support of the petition, the High Court may be pleased may be pleased to dispense with filing of the certified copy of the Order dated 30.06.2025 in W.P. No. 14209 of 2025 passed by the Ld. Single Judge. lA NO: 2 OF 2025 Petition under Section 151 CPC praying that in the circumstances stated in the affidavit filed in support of the petition, the High Court may be pleased the further proceedings pursuant to the 02.06.2025 inviting expression of may be pleased to stay all advertisement and an invitation dated interests from interested entities for the purpose of acquiring the right to own .WAMo.806 of2025 3 and operate a franchise for a cricket team in the Andhra Premier League (“APL”) conducted by the 2nd and 3rd Respondents. Counsel for the Appellant(S): 1.VARUN BYREDDY Counsel for the Respondent(S): 1.N ASHWANI KUMAR 2.GP FOR YOUTH SERVICES 3.N RAVI PRASAD CORAM: THE CHIEF JUSTICE DHIRAJ SINGH THAKUR SRI JUSTICE RAVI CHEEMALAPATI DATE ; 05.08.2025 JUDGMENT (Per Sri Justice Ravi Cheemalapati) Challenging the order dated 30.06.2025 passed by a learned single Judge in Writ Petition vide W.P.No. 14209 OF 2025, the petitioners therein preferred this intra court appeal under clause 15 of Letters Patent. 2. The petitioners filed the writ petition questioning the action of respondent no.2-Andhra Cricket Association (ACA) and respondent no.3-The Governing Council of Andhra Premier League (APL) in issuing advertisement dated 02.06.2025 inviting Expression of Interest (EOI) for acquiring right to own and operate a franchise cricket team in APL, being contrary to the prior decision taken for extension of the petitioners' franchise by eighteen (18) years. :}faes:<KCJ .WA-!Ko.806 of2025 4 3. Through the impugned orders, the said writ petition was dismissed by the learned single Judge holding that there is neither valid offer nor acceptance in terms of relevant provisions of the Indian Contract Act, 1872 and moreover the resolution dated 20.03.2024, which is only internal minutes for discussion, will not have any enforceability under law. 4. For the sake of convenience, the parties hereinafter will be referred to with their status in the writ petition. 5. The contents of the writ petition, the grounds of appeal and the contentions advanced by the learned counsel for appellants, in brief, are that the petitioners are franchisees of teams participating in the APL and they given franchise rights in the year 2022 by respondent nos.2 and 3 and agreements granting franchise rights over their respective teams were executed by respondent no.2 on 21.06.2022. In the meeting conducted on 20.03.2024, respondent no.3 decided to extend the ownership for eighteen (18) years on par with IPL, which was accepted and adopted in the 21^ Annual General Meeting of respondent no.2 held on 04.05.2024 and the same informed to the petitioners by respondent no.2 through e-mails, to which the petitioners had expressed their gratitude for approving the extension. That therefore, there is a valid 'offer' and 'acceptance' essential for a were was lfC3 ^ 3(CJ '.WAMo.SOG of2025 5 concluded contract in terms of the Indian Contract Act, 1872, whereby there was extension of franchise period for an additional eighteen (18) years and hence even though there is no formal contract executed, there was a binding contract between the parties. However, the respondent nos.2 & 3, contrary to the resolution passed in the Annual General Meeting (AGM), issued advertisement and an invitation dated 02.06.2026, inviting Expression of Interest for acquiring a right to own and operate a franchise for cricket team in APL, which is illegal and arbitrary. 6. The respondent nos.2 & 3 filed counter affidavit denying the material averments of the petition inter alia contending that the petitioners along with two (02) other teams have opted for acquiring rights over the franchises for a period of three (03) years and accordingly, respondent no.2 had executed uniform franchise agreements dated 21.06.2022 with all the six (06) teams including the petitioners granting franchise rights over their respective teams for a fixed term of three (03) years as per clause 3 of the agreement. That clause 17 of the said franchise agreements dated 21.06.2022 provides for arbitration as dispute resolution mechanism. As the franchises are due to expire, respondent no.3 had issued an Expression of Interest (Eol) dated 02.06.2025 providing Right of First Refusal (ROFR) to old/existing franchisee. .WA.^o.806 of2025 6 That except the petitioner no.l, the other petitioners did not place their franchise agreements and even the franchise agreement filed by petitioner no.l is different from the one available on record with respondent no.2 and hence the veracity and genuineness of franchise agreement produced by petitioner no.l is questionable. That the minutes of the earlier Governing Council dated 20.03.2024 has only suggested for the model-based revenue sharing and extension and the minutes clearly shows that full and proper discussion on the said model was not made and resolved. That except mentioning that the APL Governing Council Report was accepted, the minutes of the 71^ Annual General Body Meeting does not specifically state the ratification or confirmation of 18-year tenure. That the petitioners had deliberately bypassed the dispute resolution mechanism of referring the matter to Ombudsman as provided under Clause 45 of the Constitution of respondent no.2 and filed the writ petition after initiation of the process for the APL 2025 season. That the petitioners despite being placed in advantageous position by granting Right of First Refusal under the Expression of Interest (Eol), they filed the writ petition by bypassing the remedies and that too after initiation of process. The writ petition being meritless has to be dismissed. '.WJl.!Ko.806 of2025 7 7. Upon considering the pleadings as well as the submissions made by learned counsel for the parties, the learned single Judge, holding that the resolution dated 20.03.2024 only being internal minutes of the discussion has no enforceability under law and the cannot be viewed as an offer, dismissed the writ petition. The order so passed by the learned single Judge is assailed in this Writ Appeal. 8. Heard Sri Varun Byreddy, learned counsel for the appellants, and Sri BAdinarayana Rao, learned senior counsel, representing Sri N.Ravi Prasad, learned counsel for respondent no.2, and Sri Ashwin Kumar, learned counsel for respondent no.3. 9. Sri Varun Byreddy, learned counsel, while reiterating the contents of the writ affidavit and grounds of appeal would contend that the definitive recommendation extending the franchise term of respondent no.3 in Annual General Meeting was ratified in full by respondent no.2 in its Annual General Meeting and the same was communicated to the appellants through emails, who acknowledged the same, expressed their gratitude and continued to perform their obligations as franchisees and if these actions are viewed cumulatively would form a binding relationship in law. However, the learned single Judge in utter ignorance of the principle that contractual intention can .WA-9^o.806ofZ025 be inferred from the surrounding facts and conduct of parties, upon erroneous view of the matter, concluded that there is no binding contract having enforceability under law. He would further contend that the ACA, a public authority, by ratifying the recommendations of the Governing Counsel and communicating the same to the appellants had created a legally enforceable legitimate expectation and therefore, issuance of Expression of Interest undermining the substantive legitimate expectation is illegal and is liable to be set aside. He would further contend that the learned single Judge misconstrued the facts and circumstances of the case and had erroneously dismissed the writ petition. He would finally contend that the order of the learned single Judge being untenable is liable to be set aside. Accordingly, prayed to allow the Writ Appeal. 10. Per contra, Sri B.Adinarayana Rao, learned senior counsel, while reiterating the contents of the counter affidavit would contend that except the petitioner no.l, the other petitioners did not place their franchise agreements and the franchise agreement filed by petitioner no.l is not the uniform franchise agreement entered into by respondent no.2 with the petitioners. The learned senior counsel would further contend that as per the uniform franchise agreements, the franchise rights over their respective teams were .Wyi.!Ko.806 of2025 9 granted to the petitioners for a fixed term period of three (03) years only and the original agreement does not contain any clause giving option to the franchisee to take nine (09) years as mentioned in clause 5.2 of the agreement filed by petitioner no.l and therefore, the genuinity of the franchise agreement filed by petitioner no.l is questionable. The learned senior counsel would further contend that the minutes of the APL Governing Council Meeting are incomplete in several aspects and the percentage of increase of ownership price was not decided except mentioning an anticipated percentage for the years 4 to 9 and ownership price increase percentage would be more than 15% for 10 to 18 years and further the resolution passed in 71^ Annual General Meeting merely states that the report of the Governing Council has been accepted and adopted without mentioning details with specificity, thus, there is no valid offer with specific terms as to the accurate rate of increase in ownership price and so also no valid acceptance. The learned senior counsel would further contend that the learned single Judge upon consideration of the facts and circumstances of the case in proper perspective held that there is no valid offer and acceptance as required for forming a binding contract and had rightly dismissed the writ petition. The order so passed by the learned single Judge does not require interference of yfCJ<€‘RCJ ‘.WA.J^o.SOe of2025 10 this Court. The Writ Appeal being meritless has to be dismissed. Accordingly, prayed to dismiss the Writ Appeal. 11. Perused the material available on record and considered the submissions made by learned counsel for the parties. 12. Admittedly, except petitioner no.l, the other petitioners did not choose to file franchise agreements entered into with them by respondent no.2. The franchise agreement filed by petitioner no.l is found at variance with the franchise agreement filed by respondent no.2. It is the specific contention of respondent no.2 that uniform franchise agreements were entered into with the petitioners for a fixed period of three (03) years. As per clause 5.2 of the franchise agreement filed by the petitioner no.l, the Franchisee has an option to take nine years with 15% escalation for every three years and undertake to pay ACA and without any further demand from ACA in this regard, the Franchisee fee for every year of the term. However, the said clause does not find place in the agreement placed on record by respondent no.2. Therefore, there is a serious dispute regarding the genuineness of the franchise agreement filed by petitioner no.l and no satisfactory reason was forthcoming as to why the other petitioners refrained themselves from filing their franchise agreements before the Court. 7{CJ^‘RC3 .WJlMo.806of2025 11 13. It is no doubt true that respondent no.2-Andhra Cricket Association in its Annual General Meeting had unanimously resolved to accept and adopt the request of the Governing Council. This according to the petitioners/ appellants is the offer made by respondent no.2 for extension of franchise period for eighteen (18) years. 14. As rightly observed by the learned single Judge except an omnibus acceptance the minutes of the Governing Council, the Annual General Meeting minutes of respondent no.2 does not specify in clear terms as to whether the proposal for extension of the franchise was separately put up for ratification or not. 15. Be that as it may, a perusal of the minutes of the APL Governing Council Meeting states that there would be a moderate increase in the ownership price during years 4 to 9 and though the exact percentage of increase is yet to be decided, it is anticipated to be either 10% or 15%. Further, in the later years from years 10 to 18, there would be significant increase in the ownership price, which is expected to exceed 15%. 16. Therefore, the exact percentage of increase ‘of ownership price either for the years 4 to 9 or for the years 10 to 18 is not determined in the APL Governing Council Meeting held on 20.03.2024, which was resolved to be orCJ^^RCJ '.WAMo.806 of2025 12 accepted and adopted in the Annual General Meeting of respondent no.2 held on 04.05.2024. 17. The material placed on record would demonstrate that the petitioners had sent communication through emails expressing gratitude for the extension of the franchise for a further period of 18 years and further on being requested the respondent no.2 had forwarded the Annual General Meeting documents by email dated 17.07.2024. According to the petitioners, the resolution passed in the Annual General Meeting regarding extension coupled with the communication sent by respondent no.2 forwarding relevant minutes of the Annual General Meeting would constitute a valid 'offer' as per the Contract Act and expressing gratitude for extension by way of sending emails by the petitioners would constitute a valid 'acceptance' and they both are sufficient to form a binding contract, which cannot be given goby by respondent no.2 by inviting the impugned Expression of Interest. 18. It is fairly settled that correspondence can form a binding contract, provided it demonstrates the essential elements of a contract: offer. acceptance, consideration, mutual intent to be bound, in clear and unambiguous terms. ‘KC3^^3 .WA.!Nb.806of2025 13 19. It is relevant here to note that exact percentage of increase in the ownership price was not determined by the date of exchange of communication between the parties. Therefore, it can be presumed that there consensus ad idem between the parties regarding the percentage of increase in the ownership price. Moreover, by the date the petitioners sent e/77^//5 dated 16.07.2024 expressing gratitude over extension of the period of franchise, they were not aware of the nature of resolution passed by respondent no.2, which on being asked were sent to them on 17.07.2024 by respondent no.2. It is not at all the case of the appellants that after the minutes of the Annual General Meeting was received by them there was any communication between them. was no 20. In view of the above, since the exact percentage of increase in the ownership price was left undetermined by the date of exchange communications between the parties or even thereafter till today, it cannot be said that there was valid 'offer' and 'acceptance' that are essential for forming a binding contract between the parties. of 21. The Minutes dated 20.03.2024 of the APL Governing Council would further disclose that it was unanimously agreed that a structure for auctions has come up to discussion, recommending mega auctions every three (03) ‘.WAMo.806of2025 14 years and mini auctions in between. The auctions inviting Expression of Interest (Eol). Therefore, Illegality nor irregularity in inviting Expression of Interest by respondent 22. Therefore, there are no valid grounds in this writ appeal warranting interference with the orders impugned. The Writ Appeal deserves dismissal. same indicates the there would be there is neither no.2. being meritless 23. Accordingly, the Writ Appeal is dismissed. There shall be no order as to costs. As a sequel, pending miscellaneous petitions, if any, shall stand closed. f Sd/- V.DIWAKAR DEPUTY REGISTRAR SECTION OFFICER /■ //TRUE COPY// To, 1. One CC to Sri Varun Byreddy, Advocate {OPUC] 2. One CC to Sri N. Ashwani Kumar, SC for BCCI [OPUC] 3. One CC to Sri N. Ravi Prasad, SC for ACA [OPUC] 4. Two CCs to GP for Youth Services, High Court of Andhra Pradesh [OUT] 5. Two CD Copies. ssb Ik HIGH COURT DATED:05/08/2025 JUDGMENT WA No.806 OF 2025 S 17SE? 2025 ^ . Current Section & P». DISMISSING THE W.A. WITHOUT COSTS