2012 (10) TMI 697 - HC - Companies Law

Claim of Interest on outstanding payment of work order - Held that - As the amount is not crystalized and it is difficult to accept the case of the Petitioner that the amount is due and payable on the date of the demand notice and/or as on the date of the filing of the Petition, therefore, there is no case made out by the Petitioner. The Company Petition is dismissed.

Summary

Issues:
1. Invocation under section 433 and 434 of the Companies Act, 1956 based on invoice amount.
2. Completion of work beyond agreed date leading to dispute over payment.
3. Dispute over deduction of liquidated damages and interest.
4. Allegation of coercion and undue influence in accepting payment.
5. Claim of amount beyond limitation period.
6. Dismissal of the Company Petition due to lack of crystallized amount and disputed facts.

Analysis:

1. The Petitioner invoked sections 433 and 434 of the Companies Act, 1956 based on an invoice amount of Rs. 33,79,914 and 76 paise. The work involved land development with time being crucial, and the agreed completion date was not met, leading to a revised work order issued. Bills were raised periodically, and part payments were received.

2. The completion of work was delayed, and a dispute arose regarding the payment. The Respondent Company admitted liability for a certain amount but disputed the rest, citing the deduction of liquidated damages of Rs. 8,49,185 from the completion date as per the initial work order.

3. The Petitioner filed the Petition claiming the due amount, deducted sum, and interest. However, the court found that the disputed amount was not crystallized, and the Respondent had not agreed to the demand raised. The invocation of liquidated damages and interest required further examination.

4. Allegations of coercion and undue influence in accepting the admitted amount were raised. The court held that acceptance of the amount as full and final settlement concluded the issue for the winding-up petition, and coercion claims could not be entertained.

5. The court noted that the claims were beyond the limitation period, but due to the lack of a crystallized amount and disputed facts, the Petition was dismissed. The Petitioner was advised to seek alternative remedies if available.

6. The dismissal of the Company Petition was based on the lack of a clear amount due and payable, unresolved disputes, and the difficulty in accepting the Petitioner's case. The judgment concluded that no case was made out by the Petitioner, and all points were left open for further action.