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Issues: (i) Whether the correspondence and tender conditions resulted in a concluded contract and whether the plaintiff committed breach by refusing to share the contract. (ii) Whether the defendant could plead equitable set-off of damages to the extent of the plaintiff's claim and be permitted to file an additional written statement on terms.
Issue (i): Whether the correspondence and tender conditions resulted in a concluded contract and whether the plaintiff committed breach by refusing to share the contract.
Analysis: The acceptance of the enhanced rates was made subject to the tender conditions, including the clause reserving power to reject any part of the tender and to split up the tender. The plaintiff accepted the counter-offer without asserting exclusive entitlement, and the subsequent acceptance by the defendant under the reserved power completed the bargain. Clause 11 requiring execution of a formal agreement was treated as a matter of form and not a condition precedent to contract formation.
Conclusion: A concluded contract came into existence, and the plaintiff was in breach in refusing to perform on the basis of a split contract.
Issue (ii): Whether the defendant could plead equitable set-off of damages to the extent of the plaintiff's claim and be permitted to file an additional written statement on terms.
Analysis: A claim for equitable set-off was held to be available where the cross-demand arises out of the same transaction and it would be inequitable to compel a separate suit. Such a plea is different from a statutory set-off for an ascertained sum, and for this purpose the relevant point of time is the date of the plaintiff's suit, not the later date of the written statement. The defendant was therefore allowed to raise the plea, but only subject to payment of court-fee, payment of costs as a condition for filing the proper pleading, and without prejudice to the question of any independent suit for excess damages.
Conclusion: The defendant was entitled to raise equitable set-off to the extent of the plaintiff's claim, subject to the conditions imposed.
Final Conclusion: The appeal was not fit for interference and stood dismissed, while the defendant was left to pursue only a properly pleaded equitable set-off on the terms fixed by the Court.
Ratio Decidendi: Where a tender acceptance is expressly subject to reserved tender conditions, including the power to split the tender, a concluded contract may arise despite the absence of a formal agreement; and a defendant may plead equitable set-off for damages arising from the same transaction if the claim was alive on the date of the plaintiff's suit.
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