Legal Review and Analysis of Ms Poly Medicure Ltd vs Ms Brillio Technologies Pvt Ltd 2025 INSC 1314

In-Short

Case: M/S Poly Medicure Ltd. vs. M/S Brillio Technologies Pvt. Ltd. (2025 INSC 1314)Purchase of software by a commercial company to automate its core business processes is for a "commercial purpose" and excludes the company from the definition of a "consumer" under the Consumer Protection Act, 1986.

1. Heading of the Judgment

M/S Poly Medicure Ltd. vs. M/S Brillio Technologies Pvt. Ltd.
Citation: (2025) INSC 1314, Civil Appeal No. 6349 of 2024

2. Related Laws and Sections

The judgment primarily interprets and applies the Consumer Protection Act, 1986. The core legal provision discussed is:

• Section 2(1)(d) of the Consumer Protection Act, 1986, which defines a "consumer". The judgment provides an in-depth analysis of the exclusionary clause "for any commercial purpose" and the Explanation to this clause, which carves out an exception for goods or services used "exclusively for the purposes of earning his livelihood by means of self-employment."

3. Basic Judgment Details

• Court: Supreme Court of India

• Bench: Hon'ble Mr. Justice Manoj Misra and Hon'ble Mr. Justice J.B. Pardiwala

• Appellant: M/s Poly Medicure Ltd. (a company engaged in the export and import of medical devices)

• Respondent: M/s Brillio Technologies Pvt. Ltd. (a software provider)

• Subject Matter: Appeal against the orders of the State and National Consumer Commissions, which held that the appellant's complaint was not maintainable as the appellant was not a "consumer" under the Act.

• Final Outcome: The Supreme Court dismissed the appeal, upholding the decisions of the fora below.

4. Core Principle and Analysis of the Judgment

The Central Issue

The pivotal issue before the Supreme Court was whether a commercial company that purchases a software license to automate and manage its core business processes (in this case, export-import documentation) qualifies as a "consumer" under Section 2(1)(d) of the Consumer Protection Act, 1986, or if such a purchase is excluded for being "for a commercial purpose."

The Supreme Court's Analysis and Reasoning

A. The "Dominant Purpose" Test for Commercial Purpose
The Court reaffirmed the legal principles established in its earlier precedent, Lilavati Kirtilal Mehta Medical Trust v. Unique Shanti Developers (2020). It emphasized that to determine if a transaction is for a "commercial purpose," one must look at the dominant intention or dominant purpose behind the purchase. The key question is whether the purchase is to facilitate profit generation for the purchaser.

The Court laid down the following critical points:

• The identity of the purchaser (e.g., an individual or a company) or the value of the transaction is not conclusive.

• There must be a close and direct nexus between the purchased goods/services and a profit-generating activity.

• If the dominant purpose is personal use and consumption, unlinked to any commercial activity, the purchaser is a consumer.

B. Distinction Between a Company and a Self-Employed Individual
The Court drew a crucial distinction that was central to its decision:

• For an Individual: The Explanation to Section 2(1)(d) protects a self-employed individual who purchases goods or services to earn a livelihood. Even if such activity generates profit, its character remains non-commercial under the Act because the profit is for sustenance.

• For a Company: A corporate entity, by its very nature, is a profit-maximizing venture. When a company purchases goods or services (like software) to automate its business processes, the object is to augment efficiency, reduce costs, and maximize profits. Therefore, such a transaction is intrinsically for a "commercial purpose" and does not fall within the protective exception of the Explanation.

C. Application to the Present Case
The Court applied the above principles to the facts:

• The appellant, Poly Medicure Ltd., was an established company engaged in the commercial activity of import and export.

• The "Brillio Opti Suite" software was not for personal use but was customized to perform critical business functions like managing Letters of Credit, tracking consignments, handling export credits, and managing duty drawbacks.

• The Court held that this software had a direct and intimate nexus with the company's profit-generating activities. Automating these processes was not for mere "convenience" but was integral to the commercial efficiency and profitability of the business.

D. Clarification on Precedents
The Court distinguished the cases relied upon by the appellant:

• Sunil Kohli v. Purearth Infrastructure Ltd. was distinguished as it involved unemployed individuals purchasing a shop for self-employment, which is fundamentally different from an established company expanding its operations.

• National Insurance Co. Ltd. v. Harsolia Motors was explained. The Court clarified that an insurance policy is availed to indemnify against loss, not to generate profit, which is why it was considered a non-commercial purpose in that context. The Court noted that other illustrations in that judgment were not the ratio decidendi (the legal principle of the decision).

5. Final Outcome

The Supreme Court conclusively held that the purchase of the software license by Poly Medicure Ltd. was for a commercial purpose, as it was directly linked to its profit-generation activities. Consequently, the appellant was not a "consumer" under the Consumer Protection Act, 1986. The consumer complaint was, therefore, not maintainable. The appeal was dismissed, and the orders of the State and National Commissions were upheld.

6.  (MCQs) Based on the Judgment

MCQ 1: According to the Supreme Court's judgment in M/s Poly Medicure Ltd. vs. M/s Brillio Technologies Pvt. Ltd., what is the primary test to determine if a transaction is for a "commercial purpose" under the Consumer Protection Act, 1986?
A) The financial value of the transaction.
B) The identity of the person or entity making the purchase.
C) The dominant purpose and its nexus with profit generation.
D) Whether the goods purchased were defective.

MCQ 2: The Supreme Court held that the appellant company was not a 'consumer' because?
A) The software was purchased for resale in the market.
B) The software was functionally defective and could not be used.
C) The purchase of the software had a direct nexus with the company's profit-generating activities.
D) The company did not pay the full consideration for the software.