AMICUS AI
Citation Codes
Neutral Citations
2004 INSC 414
Equivalent Citations
citation codes
Case Number
Disposition
Attorney(S)
Judges
Acts
  • Section 9 of the Arbitration Act, 1940
  • the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993
  • Section 115 of the Code of Civil Procedure, 1908
  • Interest on Delayed Payments Act
  • The Arbitration Act, 1940
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Cites
Cited by
Citation Codes
Neutral Citations
2004 INSC 414
Equivalent Citations
citation codes
Case Number
Disposition
Attorney(S)
Judges
Acts
  • Section 9 of the Arbitration Act, 1940
  • the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993
  • Section 115 of the Code of Civil Procedure, 1908
  • Interest on Delayed Payments Act
  • The Arbitration Act, 1940
Smart Summary

Factual and Procedural Background

M/s Arya Refrigeration and Air Conditioning Co. Ltd. (“the claimant”) entered into a contract dated 18-01-1965 with the State of Kerala for the supply and erection of a 100-tonne ice-cum-cold-storage plant at Willington Island, Cochin, for Rs 9,40,000. Although some machinery was supplied, installation could not proceed because the State failed to construct the required building. Disputes ensued and were first referred to two arbitrators under clause 15 of the agreement, resulting in an award of Rs 5,05,500 on 02-11-1978.

On 17-11-1978 the State cancelled the contract outright. The claimant invoked Section 9 of the Arbitration Act, 1940, nominated a sole arbitrator, and the State did not participate. On 17-05-1982 the sole arbitrator awarded the claimant Rs 22,72,500. The Sub-Court, Trivandrum, made this award a rule of court, but a Division Bench of the Kerala High Court set it aside on 10-11-1986.

During the pendency of Civil Appeal No. 2078 of 1984 (State’s appeal) the Supreme Court directed the State on 16-04-1984 to deposit Rs 5,75,500; the claimant withdrew that amount on an undertaking to refund it with 15% interest if the appeal ultimately succeeded.

After settlement discussions failed, the Supreme Court appointed Mr Justice B. M. Thulsidas (retired Judge, Kerala High Court) as arbitrator on 13-12-1999. He filed a reasoned award dated 11-12-2002 holding the claimant liable to pay the State Rs 28,12,554 with 15% interest from the date of award, after adjusting various sums previously received by the claimant. Both parties challenged aspects of this award, giving rise to the present connected appeals.

Legal Issues Presented

  1. Whether the court should set aside or modify the reasoned award of Justice Thulsidas on the ground that the arbitrator exceeded his jurisdiction or disregarded fundamental contractual terms.
  2. Whether the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993, applied so as to mandate a higher rate of interest in favour of the claimant.
  3. Whether certain payments (notably Rs 2,00,000 and the security deposit of Rs 47,000) and the imposition of 15% interest on Rs 5,75,000 were erroneously computed in the award.

Arguments of the Parties

Claimant’s Arguments

  • The arbitrator ignored essential contractual terms and thus acted beyond jurisdiction.
  • The award reflects a misdirection in law because relevant contract clauses were overlooked.
  • The arbitrator failed to apply Sections 3, 5 and 6 of the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993, which would have entitled the claimant to higher interest.
  • No evidence showed withdrawal of the Rs 2,00,000 allegedly paid; that amount should not have been adjusted.
  • The security deposit of Rs 47,000 was deducted twice.
  • The 15% interest on Rs 5,75,000 was wrongly loaded against the claimant; the Supreme Court had ordered that rate only if the State’s appeal succeeded.
  • Collectively, these errors amounted to legal misconduct warranting vacation of the award.

State of Kerala’s Arguments

  • The award is a detailed, reasoned decision; judicial review is therefore extremely limited.
  • No patent illegality or disregard of material evidence has been demonstrated.
  • The plea based on the 1993 Interest Act is an after-thought; it was never urged before the arbitrator, nor were requisite facts (e.g., prevailing bank rates) proved.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The Supreme Court reaffirmed that a well-reasoned arbitral award can be interfered with only on narrow grounds. It found:

  • Jurisdiction and contract terms: The arbitrator explicitly referred to several contractual clauses; there was no indication of perversity or disregard of fundamental terms.
  • 1993 Interest Act: Because the claimant never invoked the statute before the arbitrator and failed to place basic factual data (such as the relevant bank rate) on record, the statute could not be retrospectively applied.
  • Computation errors: The Court accepted three specific computational objections:
    • No evidence established withdrawal of the Rs 2,00,000 deposited on 23-11-1982; that sum could not be treated as having been received by the claimant.
    • The security deposit of Rs 47,000 had been adjusted twice and required correction.
    • The earlier Supreme Court order provided for 15% interest on Rs 5,75,000 only if the State’s appeal succeeded; because that contingency did not arise, interest should be recalculated at 9%.

With these corrections, the Court concluded that the remaining findings of the award were sound and free from legal infirmity.

Holding and Implications

Holding: The award of Justice B. M. Thulsidas is made the rule of the court subject to the above computational modifications; a decree is to be drawn accordingly. Both appeals are DISPOSED OF, with each party bearing its own costs.

Implications: The decision finally quantifies the monetary liabilities between the parties and ends decades-long litigation. The Court set no new precedent; its ruling is confined to correcting computation errors within the arbitral award while otherwise upholding the principle of minimal judicial interference with reasoned awards.

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    State Of Kerala And Others v. Arya Refrigeration & A/C Co. And Others

    Arijit Pasayat, J.— These two appeals are interlinked and, therefore, taken up together for disposal. Civil Appeal No. 2078 of 1984 is by the State of Kerala questioning correctness of the decision rendered by learned Single Judge of the Kerala High Court directing deposit of Rs 5,75,500 in court, upholding the directions of deposit given by the Sub-Court, Trivandrum in EP No. 109 of 1981 in OP (Arbitration) No. 4 of 1979. Learned Single Judge held that there was nothing wrong with the direction to warrant interference under Section 115 of the Code of Civil Procedure, 1908 (in short “the Code”). Civil Appeal No. 362 of 1988 has been filed by M/s Arya Refrigeration and Air Conditioning Co. Ltd. (hereinafter referred to as “the claimant”) questioning correctness of the judgment rendered by the Division Bench of the Kerala High Court setting aside the decree in terms of the award given by the two arbitrators appointed by the Court.

    2. Though the case has a chequered history, it is not necessary to deal with the factual position in detail, as the same is almost undisputed. The claimant entered into an agreement with the State of Kerala on 18-1-1965 for supply and erection of a 100 tonne ice-cum-cold storage plant at Willington Island, Cochin. The agreed amount was Rs 9,40,000. Though some plants and machines were supplied, they could not be installed because of non-construction of the building to house them. As time passed, dispute arose between the parties and the matter was referred to arbitrators in terms of clause 15 of the agreement. There were two arbitrators who passed an award on 2-11-1978. The amount awarded by the arbitrators was Rs 5,05,500. Soon after the award was passed, the State Government cancelled the contract and the same was terminated w.e.f 17-11-1978. The claimant questioned the cancellation and raised the claims. In view of the cancellation of the contract the claimant referred the matters to arbitration and nominated the arbitrator under Section 9 of the Arbitration Act, 1940 (in short “the Act”). Notice was served on the State but it did not nominate any arbitrator. Arbitration proceedings continued, the State did not participate before the sole arbitrator and finally the award was passed on 17-5-1982 awarding Rs 22,72,500 to the claimant. The State questioned correctness of the award. But the trial court overruled objections of the State and made the award given by the arbitrator rule of the court. The State questioned the correctness of the decree passed by the Subordinate Court in terms of the award. By the impugned judgment dated 10-11-1986, a Division Bench of the High Court, as noted above, set aside the award. Before this Court also the matter was taken up. Parties finally agreed to settle the dispute out of the court, but later on requested for appointment of an arbitrator by this Court to adjudicate the dispute. By order dated 13-12-1999 Mr Justice B.M Thulsidas, a retired Judge of the Kerala High Court was appointed as an arbitrator, though initially another arbitrator was appointed. As an interim measure, by order dated 16-4-1984 in Civil Appeal No. 2078 of 1984, it was directed that the appellant State should deposit Rs 5,75,500 as awarded by the arbitrator with the Registry of this Court. The claimant was permitted to withdraw the amount with the stipulation that the claimant shall return the amount together with interest @ 15% p.a in case the appeal is allowed. Mr Justice Thulsidas has filed the award before this Court. In the award the arbitrator has held, after consideration of the claimant's claim and counterclaim of the State, that the claimant is liable to pay to the State a sum of Rs 28,12,554 with interest @ 15% from the date of award i.e 11-12-2002 till payment or deposit. The claimant was also directed to pay Rs 25,666 by way of the arbitrators' remuneration. The arbitrator has held that out of the agreed amount of consideration stipulated in the contract i.e Rs 9,40,000, the claimant had received for the material supplied Rs 6,75,780 as 80% of the value and sales tax. The cost of material that was actually supplied was Rs 8,40,730 leaving balance of Rs 99,270 which formed cost of labour, service and profit element. It was held that the claimant was entitled to receive Rs 2,83,000 being the balance amount with interest for 8 years i.e 1966 to 1974. After adjustment of the sum of Rs 47,000 which was deposited as security deposit and has been refunded in 1974, the claimant was finally held to be entitled to Rs 2,36,714 with interest on the said amount @ 9%. It was further held that the claimant was entitled to Rs 25,000 as expenses with interest @ 9% from January 1978 when the first award was given.

    3. The arbitrator was of the view that it was no fault of the claimant and, therefore, it was entitled to balance amount of Rs 99,270 together with interest @ 9% in 1966 till 10-1-1973 when the claimant gave notice to the State that departmental works of erection would not be taken up. The arbitrator worked out the entitlement at Rs 1,66,010. On the above basis total claim of the claimant came to Rs 5,25,774.

    4. Taking note of the amounts claimed to have been paid to the claimant, the arbitrator noted as follows:

    (1) A sum of Rs 2,68,550 was paid on 17-7-1979.
    (2) As per order dated 26-2-1982 a sum of Rs 2,00,000 was deposited on 23-11-1982.
    (3) A sum of Rs 5,00,000 was paid as per order dated 1-12-1983 in MFA No. 515 of 1983.
    (4) In terms of order dated 12-3-1985 of this Court, an amount of Rs 5,75,000 was paid.

    Thus altogether Rs 15,43,550 was received by the claimant in course of the proceedings. On this the interest payable was fixed at 9%. Together with interest, the amount was fixed at Rs 21,29,350 and with interest @ 15%, it was held that the State was entitled to receive Rs 28,12,554 from the claimant. 15% interest was also stipulated keeping in view the order passed by this Court.

    5. Learned counsel appearing for the claimant submitted that the award of the arbitrator is liable to be vacated on the following grounds:

    (1) The arbitrator disregarded fundamental terms of contract and exceeded his jurisdiction.
    (2) The arbitrator misdirected himself in law in the sense that he neglected to look into the terms of contract.
    (3) Interest which was to be paid to the claimant was to be fixed on the basis of “the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993”. The liability for interest was to be fixed in terms of Sections 3, 5 and 6 of the said Act which has not been taken note of.

    It was further pointed out that the arbitrator has failed to notice that there was no payment of Rs 2,00,000 as held. Only material which was adduced before the arbitrator was to show that there was a deposit but there was no withdrawal of the amount. The sum of Rs 47,000 has been adjusted more than once. The arbitrator did not notice that there were certain special conditions which govern the agreement, which were not taken note of. 15% interest on Rs 5,75,000 is included wrongly because it is nowhere directed that 15% was to be paid by the claimant. It was only observed that in case appeal is allowed, the State would be entitled to 15%. In essence, the award was characterised to be the outcome of misconduct.

    6. In response, learned counsel for the State submitted that award given by the arbitrator is a reasoned award and the scope for interference with the reasoned award is extremely limited. Nothing has been shown to show that the arbitrator overlooked any relevant piece of material or that the award suffered from any patent illegality.

    7. Though there was some dispute about the applicability of the Act in view of the accepted position at all stages that the Act applied to the proceedings, such challenge is without any foundation.

    8. It has to be noticed that the arbitrator has given a very well-reasoned and detailed award. It could not be shown as to in what way the fundamental terms of the contract were disregarded. The arbitrator has referred to various clauses of the contract and the effect thereof. The findings are in no way perverse or unreasonable. We do not find substance in the plea of learned counsel for the claimant that the award suffered from any infirmity. So far as applicability of the Interest on Delayed Payments Act is concerned, it appears that before the arbitrator no claim in that regard was made. In order to attract the provisions of the said Act, the factual aspects like the prevailing bank rate of interest were to be brought on record. This has not been done. So the plea in that regard is also without any substance. We, however, find substance in the plea relating to computation of the amounts receivable by the claimant. As rightly submitted, there was nothing on record to show that the claimant had withdrawn the amount which was deposited with the Subordinate Court, Trivandrum. Similarly, a sum of Rs 47,000 has been adjusted more than once. Necessary adjustment in this regard has to be made. So far as the plea relating to 15% rate of interest is concerned, it has to be noted that this Court directed that in case appeal is allowed, the State would be entitled to interest @ 15%. That situation has not come. It would, therefore, be proper to apply 9% rate of interest on the sum of Rs 5,75,000.

    9. With the above modifications and computation, award of the arbitrator is made rule of the court and the entire respective amounts be worked out and decree drawn up accordingly.

    10. The appeals are disposed of on the above terms leaving the parties to bear their respective costs.

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    State Of Kerala And Others v. Arya Refrigeration & A/C Co. And Others
    (Aug 3, 2004)