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2018 (10) TMI 1968 - HC - Indian LawsSpecific performance of the contract between the parties - Section 34 of the Arbitration and Conciliation Act, 1996 - Whether the Claimant was ready and willing to perform its obligations under the contract? - HELD THAT - After examining the statutory provisions, the majority view of the Arbitral Tribunal referred to several Judicial Precedents including the Judgments of the Privy Council as well as that of the Supreme Court. After setting out the Judicial Pronouncements, the majority view of the Arbitral Tribunal referred to the pleadings between parties as well as the rival submissions and thereafter considered this issue on merits. After applying the statutory provisions and the legal principles that have been set out in Judicial Pronouncements, the majority view of the Arbitral Tribunal held that on the facts and circumstances of the present case, time was never made the essence of the contract. It held that it is settled law that in case of transfer of immovable property, normally time is not the essence of the contract and the present case was not an exception to this general rule. The majority view of the Arbitral Tribunal has given a specific finding that the so called meeting that was held on 24th November, 2004 fixing a deadline of 20th December, 2004 for completion of the transaction by the Claimant was not acceptable. The majority view of the Arbitral Tribunal has given a categorical finding that the earlier meeting held on 10th November, 2004 and the so called gist of the discussions prepared on 26th November, 2004 on the basis of the meeting dated 24th November, 2004, was not proved by the Respondents. The majority view of the Arbitral Tribunal noted that in fact the case of the Claimant was that on 24th November, 2004 no date of completion of the transaction was ever agreed or fixed. This being so, coupled with the fact that the Respondents were unable to prove that any such deadline was agreed to in the meeting on 24th November, 2004, they could not be allowed to proceed on the basis that the completion date of the transaction was fixed on 20th December, 2004 - Taking all this material into consideration, the majority view of the Arbitral Tribunal finally held that time was never made the essence of the contract. There are no merits in either of the appeals. They are, accordingly dismissed.
Issues Involved:
1. Whether the MoU dated 28 June 2004 and Addendum dated 10 December 2004 were adequately stamped. 2. Whether the Minutes of Meeting dated 10th November 2004 and the Gist of Minutes dated 24th November 2004 correctly reflected what happened at those meetings. 3. Whether the Claimant was ready and willing to perform their obligations. 4. Whether the Respondents performed their obligations. 5. Whether time was of the essence of the contract. 6. Whether the agreement was valid, binding, and subsisting. 7. Whether the agreement was repudiated by the Claimant or such alleged repudiation was accepted by the Respondents. 8. Whether the Claimants were entitled to specific performance of the agreement and/or whether damages were adequate. 9. Whether the claim for compensation in lieu of specific performance was barred by the law of limitation. 10. Whether the Tribunal had jurisdiction to entertain the counterclaim. 11. Whether the counterclaim was within limitation. 12. Whether the Claimants were in breach of their obligations. 13. Whether the Respondent No.1 was entitled to damages. 14. Whether the Addendum dated 10 December 2004 was binding on Respondent No.2. 15. Whether the MoU did not survive in view of the subsequent execution of the Addendum without Respondent No.2 being a party. 16. Whether the Claimants were entitled to specific performance against Respondent No.2. 17. Whether any party was entitled to costs. Detailed Analysis: 1. Whether the MoU dated 28 June 2004 and Addendum dated 10 December 2004 were adequately stamped: The Tribunal found in the affirmative, confirming that the documents were adequately stamped. 2. Whether the Minutes of Meeting dated 10th November 2004 and the Gist of Minutes dated 24th November 2004 correctly reflected what happened at those meetings: The Tribunal found in the negative, determining that the minutes did not accurately reflect the meetings. 3. Whether the Claimant was ready and willing to perform their obligations: The Tribunal found in the affirmative, stating that the Claimant was ready and willing to perform their obligations. The Tribunal noted several actions taken by the Claimant to prepare for the transaction, including engaging an architect and applying for a loan. Despite correspondence and evidence suggesting otherwise, the Tribunal concluded that the Claimant was ready and willing to provide the bank guarantees as required by the MoU. 4. Whether the Respondents performed their obligations: The Tribunal found in the negative, indicating that the Respondents did not fulfill their obligations under the agreement. 5. Whether time was of the essence of the contract: The Tribunal found in the negative, holding that time was not made the essence of the contract. The Tribunal examined statutory provisions and judicial precedents, concluding that in transactions involving immovable property, time is generally not of the essence unless explicitly stated. 6. Whether the agreement was valid, binding, and subsisting: The Tribunal found in the affirmative, confirming the validity and binding nature of the agreement. 7. Whether the agreement was repudiated by the Claimant or such alleged repudiation was accepted by the Respondents: The Tribunal found in the negative, stating that there was no repudiation of the agreement by the Claimant. 8. Whether the Claimants were entitled to specific performance of the agreement and/or whether damages were adequate: The Tribunal found in the affirmative, granting specific performance to the Claimant. The Tribunal determined that damages were not an adequate remedy in this case. 9. Whether the claim for compensation in lieu of specific performance was barred by the law of limitation: The Tribunal found that this issue did not arise in light of the finding on specific performance. 10. Whether the Tribunal had jurisdiction to entertain the counterclaim: The Tribunal found in the affirmative, confirming its jurisdiction to entertain the counterclaim. 11. Whether the counterclaim was within limitation: The Tribunal found in the affirmative but dismissed the counterclaim on other grounds. 12. Whether the Claimants were in breach of their obligations: The Tribunal found in the negative, stating that the Claimants were not in breach of their obligations. 13. Whether the Respondent No.1 was entitled to damages: The Tribunal found in the negative, denying Respondent No.1's claim for damages. 14. Whether the Addendum dated 10 December 2004 was binding on Respondent No.2: The Tribunal found in the affirmative, stating that the Addendum was binding on Respondent No.2. 15. Whether the MoU did not survive in view of the subsequent execution of the Addendum without Respondent No.2 being a party: The Tribunal found that the MoU was binding on Respondent No.2 despite the Addendum. 16. Whether the Claimants were entitled to specific performance against Respondent No.2: The Tribunal found in the affirmative, granting specific performance against Respondent No.2. 17. Whether any party was entitled to costs: The Tribunal determined costs as per the Final Award, directing Respondent No.2 to reimburse the Claimant for the fees paid to the Arbitrators. Conclusion: The High Court upheld the Tribunal's findings, confirming that the Claimant was entitled to specific performance of the agreement. The Court found no merit in the appeals and dismissed them, maintaining the Tribunal's decision. The Court emphasized that the Tribunal's findings were reasonable and based on a thorough analysis of the evidence and applicable law.
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