2000 (3) TMI 1021 - HC - Companies Law

Summary

Issues:
Challenge to notice of invocation of bank guarantee on grounds of being a sick industrial unit, jurisdiction of court in entertaining the writ application, interpretation of bank guarantee clauses, relevance of sickness declaration under Acts, plea of fraud or special equity for injunction against bank guarantee.

Detailed Analysis:
1. Challenge to Notice of Invocation of Bank Guarantee:
The petitioner challenged the invocation of a bank guarantee issued by the respondent, claiming to be a sick industrial unit under the West Bengal Relief Undertakings Act, 1972, and the Sick Industrial Companies Act, 1985. The petitioner argued that the invocation was arbitrary and illegal due to ongoing disputes with the respondent regarding a contract for rehabilitation work.

2. Jurisdiction of Court:
The petitioner contended that disputes between public sector undertakings should be resolved through government arbitration, and argued that the court had jurisdiction to entertain the writ application since the invocation notice was served in Calcutta. The respondent, however, asserted that the High Court had jurisdiction based on the exclusive jurisdiction clause in the bank guarantee.

3. Interpretation of Bank Guarantee Clauses:
The respondent highlighted the clauses of the bank guarantee, emphasizing its unconditional nature and the bank's obligation to pay without reservation. The bank guarantee explicitly stated that the bank could enforce it without proceeding against the contractor, making it an independent contract between the bank and the beneficiaries.

4. Relevance of Sickness Declaration under Acts:
The petitioner's argument based on being a sick unit under the Acts of 1972 and 1985 was rejected by the court. Citing a previous Division Bench judgment and a Supreme Court decision, the court held that the sickness declaration was irrelevant to the enforcement of the bank guarantee, as the guarantee was a separate contract independent of the parent contract.

5. Plea of Fraud or Special Equity for Injunction:
The respondent contended that no fraud or special equity was pleaded by the petitioner, and therefore, no cause of action existed for an injunction against the bank guarantee. The court concurred, stating that without such allegations, there was no basis for interference in the enforcement of the unconditional bank guarantee.

In conclusion, the court dismissed the writ application, finding no fraud pleaded and the bank guarantee to be unconditional. The court held that without fraud or special equity, there was no justification for interfering with the bank's right to enforce the guarantee. The judgment emphasized the independence of the bank guarantee contract and the lack of grounds for injunction against its invocation.