Supreme Court Clarifies “Commercial Purpose” Bar: Companies Using Business Software Not Consumers



Case Brief: M/s Poly Medicure Ltd. v. M/s Brillio Technologies Pvt. Ltd.

Citation: 2025 INSC 1314
Court: Supreme Court of India
Bench: Justices J.B. Pardiwala and Manoj Misra
Date of Judgment: November 13, 2025

Facts

M/s Poly Medicure Ltd. (appellant), a company incorporated under the Companies Act, 1956, and engaged in the import and export of medical devices and equipment, sought to implement an export/import documentation system at its plant. To this end, it purchased a product license for the customized software "Brillio Opti Suite" from M/s Brillio Technologies Pvt. Ltd. (respondent). The software was designed to support business functions such as export document sets, clubbing/splitting SAP sales documents, bill of exchange clubbing, advance payment/FIRC tracking, CHA charges tracking, duty drawback (industrial rates), letter of credit management, container indents and tracking, ECGC policy management, export packing credit handling, and FOREX forward cover management. The appellant paid for the license and additional development costs, but alleged that the software malfunctioned, constituting a deficiency in service.

The appellant filed Consumer Complaint No. 515 of 2019 before the State Consumer Disputes Redressal Commission, Delhi, seeking refund of the amounts paid with 18% interest. The respondent contested the complaint's maintainability, arguing that the appellant was not a "consumer" under Section 2(1)(d) of the Consumer Protection Act, 1986 (1986 Act), as the purchase was for a commercial purpose.

Procedural History

The State Consumer Disputes Redressal Commission, Delhi (M/s Poly Medicure Ltd. v. M/s Brillio Technologies Pvt. Ltd., Consumer Complaint No. 515 of 2019, decided on August 19, 2019 (SCDRC, Delhi)), dismissed the complaint as not maintainable, holding that the software license purchase was for a commercial purpose, thereby excluding the appellant from the definition of "consumer" under Section 2(1)(d) of the 1986 Act.

Aggrieved, the appellant filed First Appeal No. 1977 of 2019 before the National Consumer Disputes Redressal Commission, New Delhi (M/s Poly Medicure Ltd. v. M/s Brillio Technologies Pvt. Ltd., First Appeal No. 1977 of 2019, decided on June 15, 2020 (NCDRC, New Delhi)), which affirmed the State Commission's order and dismissed the appeal.

The appellant challenged the NCDRC order via Special Leave Petition (Civil) No. 14306 of 2020, which was admitted and converted into Civil Appeal No. 6349 of 2024 before the Supreme Court.

Issues

  1. Whether the appellant qualifies as a "consumer" under Section 2(1)(d) of the 1986 Act regarding the software license purchase and associated services.
  2. Whether the transaction constitutes a "commercial purpose" under Section 2(1)(d), excluding consumer forum jurisdiction, despite being for self-use without resale intent.
  3. Applicability of the Explanation to Section 2(1)(d) to corporate entities, particularly where the purchase facilitates business process automation linked to profit generation.

Cases Discussed

The judgment references several precedents interpreting "consumer" and "commercial purpose" under the 1986 Act:

  • Karnataka Power Transmission Corpn. v. Ashok Iron Works Pvt. Ltd., (2009) 3 SCC 240: Affirmed that "person" under Section 2(1)(m) is inclusive, covering juristic entities like companies, enabling them to qualify as consumers unless excluded for commercial purpose.
  • Lilavati Kirtilal Mehta Medical Trust v. Unique Shanti Developers, (2020) 2 SCC 265: Laid down principles for "commercial purpose": fact-specific; typically manufacturing/B2B; requires direct profit nexus; dominant intent to facilitate profit generation governs, not purchaser identity or transaction value. Personal use without commercial link obviates self-employment inquiry.
  • Sunil Kohli v. Purearth Infrastructure Ltd., (2020) 12 SCC 235: Non-resident Indians booking commercial property for self-employment post-retirement qualified as consumers, emphasizing livelihood intent over pure profit.
  • Virender Singh v. M/s Darshana Trading Co., (decided March 18, 2025): Purchase of machines to expand existing business (employing others) was commercial, not self-employment; distinguished from startups by unemployed individuals.
  • National Insurance Co. Ltd. v. Harsolia Motors, (2023) 8 SCC 362: Insurance for business assets not commercial if for loss indemnification (no profit nexus). Illustrations: CT scan by trust for paid services = commercial; raw material for manufacturing = commercial; EPBX for business management = commercial if profit-linked. Case-by-case analysis required.
  • Other Cases: Laxmi Engineering Works v. P.S.G. Industrial Institute, (1995) 3 SCC 583 (exclusion for resale/commercial use); Cheema Engineering Services v. Rajan Singh, (1997) 1 SCC 131 (similar exclusion); Paramount Digital Colour Lab v. Agfa India Pvt. Ltd., (2018) 14 SCC 81 (self-employment for unemployed graduates = consumer); Kalpavruksha Charitable Trust v. Toshniwal Bros. (Bombay) (P) Ltd. (paid services = commercial); Rajeev Metal Works v. Mineral & Metals Trading Corpn. of India Ltd. (import for manufacturing = commercial); Shrikant G. Mantri v. Punjab National Bank, (2022) 5 SCC 42 (B2B outside 1986 Act).

Analysis

The Court reproduced Section 2(1)(d), highlighting exclusions for goods/services obtained for resale/commercial purpose, with the Explanation excepting self-employment for livelihood. Affirming Karnataka Power (supra), companies are "persons" capable of consumer status.

Applying Lilavati (supra)'s dominant purpose test, the Court found the software's features directly nexus-ed to the appellant's profit-generating import/export operations, enabling efficiency, cost reduction, and scheme benefits. This was not mere self-use but commercial facilitation, distinguishing from incidental comforts (e.g., office appliances per Harsolia Motors, supra).

Sunil Kohli (supra) was inapplicable, as it involved individual self-employment, not corporate profit-maximization. Virender Singh (supra) reinforced that business expansions fall outside the Explanation. Harsolia Motors (supra) clarified protective services (insurance) lack profit nexus, unlike operational tools like the instant software.

The Court emphasized the 1986 Act's intent for speedy B2C redressal, not B2B disputes, urging restraint to avoid forum-shopping.

Conclusion

The appeal was dismissed, upholding the findings of the State Commission (M/s Poly Medicure Ltd. v. M/s Brillio Technologies Pvt. Ltd., Consumer Complaint No. 515 of 2019, decided on August 19, 2019 (SCDRC, Delhi)) and the National Commission (M/s Poly Medicure Ltd. v. M/s Brillio Technologies Pvt. Ltd., First Appeal No. 1977 of 2019, decided on June 15, 2020 (NCDRC, New Delhi)). The transaction's commercial purpose disqualified the appellant as a "consumer." No costs; pending applications disposed.

Ratio: Corporate purchases for profit-linked automation are commercial, excluding consumer jurisdiction; dominant purpose test prioritizes nexus over form; self-employment exception limited to individual livelihood, not corporate scaling.

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