1994 (2) TMI 314 - SC - Companies Law

Summary

Issues Involved:
1. Period of limitation for filing a suit against a guarantor under a Fidelity Insurance Guarantee contract.
2. Interpretation of the clause restricting the period for making claims under the Fidelity Insurance Guarantee.
3. Applicability of Section 28 of the Contract Act on the clause restricting the period for making claims.

Detailed Analysis:

1. Period of Limitation for Filing a Suit Against a Guarantor:
The primary issue in these appeals was to determine the period of limitation within which a suit against a guarantor under a Fidelity Insurance Guarantee contract could be brought. The Corporation found that the Rice Millers breached the terms of their contracts, leading to financial losses. The Corporation made claims against the Insurance Companies within six months of the contract termination, as required by the Fidelity Insurance Guarantee. However, the Insurance Companies did not honor these claims, prompting the Corporation to file suits for recovery. The High Court ruled that the suits were barred as they were filed after the six-month period from the contract termination date. The Supreme Court, however, held that the High Court misinterpreted the clause, which only required claims to be lodged within six months, not that suits be filed within this period.

2. Interpretation of the Clause Restricting the Period for Making Claims:
The clause in question stated that "the Corporation shall have no rights under this bond after the expiry of (period) six months from the date of termination of the contract." The Supreme Court clarified that this clause meant the Corporation had to lodge a claim within six months from the termination date, not file a suit. The Court emphasized that the period of limitation for filing a suit could commence from the date the Insurance Company refused to honor the claim. Therefore, the High Court's interpretation that the suits were barred was incorrect.

3. Applicability of Section 28 of the Contract Act:
Section 28 of the Contract Act invalidates any agreement that restricts a party from enforcing their rights through usual legal proceedings or limits the time for doing so. The Supreme Court noted that the clause in the Fidelity Insurance Guarantee did not restrict the Corporation from filing a suit but merely required the claim to be lodged within six months. The clause did not curtail the statutory period of limitation for filing a suit. The Court referred to various precedents and legal principles, emphasizing that agreements should be construed to keep remedies alive and not restrict statutory rights. Consequently, the clause was not found to be in violation of Section 28.

Conclusion:
The Supreme Court allowed the appeals, setting aside the High Court's decrees and restoring the Trial Court's decrees. The Court held that the clause requiring claims to be lodged within six months did not bar the filing of suits after this period, and the suits were within the statutory period of limitation. The appeals were allowed without any order as to costs.

Separate Judgments:
N.G. Venkatachala, J.: Delivered the main judgment, emphasizing the correct interpretation of the clause and the period of limitation for filing suits.

R.M. Sahai, J.: Concurred with the main judgment but added observations on the legal issue's importance and the applicability of Section 28 of the Contract Act, reinforcing that the clause did not restrict the filing of suits within six months.

Order: The appeals were allowed, the High Court's judgment and decree were set aside, and the Trial Court's decree was restored, with no order as to costs.