Limitation for contractual commission claims: barred if filed after three years from accrual; summary winding up inappropriate where facts disputed.

A contractual commission claim that accrues on a specified date is governed by Article 27 of the Limitation Act, running for three years from the date specified, and a petition filed after that period is time-barred. Separately, summary winding up proceedings under the Companies Act provisions cited are inappropriate where the respondent raises substantial disputed questions of fact about performance, because such factual contests cannot be resolved on summary disposal; accordingly the petition could not be maintained and was dismissed as both barred by limitation and unsuitable for summary determination.

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Issues: (i) Whether the claim for commission asserted in the winding up petition is barred by limitation; (ii) Whether a winding up petition under Sections 433, 434 and 439 of the Companies Act could be maintained as a summary proceeding where the claim is disputed on factual grounds.

Issue (i): Whether the claim for Rs. 18,75,000/- (balance of the first instalment of commission) was time-barred.

Analysis: The contract provided payment terms and a validity clause; the advance triggering entitlement occurred in July 1997 and the mandatory notice under Section 434 was issued thereafter. Article 27 of the Limitation Act prescribes a three year limitation for compensation for breach of a promise to do anything at a specified time or upon a specified contingency, with the period running from the time specified. The petition for winding up was filed on 21 March 2001, beyond three years from the date the claim accrued.

Conclusion: The claim is barred by limitation and therefore cannot succeed.

Issue (ii): Whether the winding up petition could be decided by summary proceedings under Sections 433, 434 and 439 when the respondent disputed liability on factual grounds.

Analysis: The respondent contested the claim asserting non-performance and disputed factual matters about the appellant's fulfilment of obligations. Summary proceedings under the cited provisions are not appropriate to resolve substantial disputed questions of fact where prima facie grounds of contest exist.

Conclusion: The winding up petition was not maintainable by way of summary disposal on facts that were disputed.

Final Conclusion: The appeal is without merit and the judgment dismissing the winding up petition is to be upheld; the petition is dismissed as barred by limitation and because the claim involved disputed questions of fact unsuitable for summary determination.

Ratio Decidendi: A claim for compensation under a contract which accrues on a specified date is governed by Article 27 of the Limitation Act and is time-barred if filed after three years from the date specified; further, summary winding up proceedings under Sections 433, 434 and 439 of the Companies Act are inappropriate where the liability is disputed on substantial factual grounds.

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