Contract Delay Unreasonable: Revocation Upheld, Refunds with Interest Ordered; Appeals Dismissed with Costs.

The court held that the appellant's delay of approximately 2.5 years in performing the contracts was unreasonable, allowing the plaintiffs to treat the contracts as revoked and rescinded. The contracts were deemed unenforceable due to material differences, uncertainty, and lack of mutuality in the terms. The plaintiffs were entitled to a refund of their deposits with interest at six percent per annum as damages. The appeals were dismissed with costs, affirming the judgment and decree of the lower court.

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Issues Involved:
1. Unreasonable delay in performing the contracts.
2. Validity of the contracts due to changes in terms, uncertainty, and mutual mistake.
3. Entitlement to refund and damages, including interest.

Detailed Analysis:

Unreasonable Delay in Performing the Contracts:
The first issue addressed was whether there was any unreasonable delay by the appellant in performing the contracts. The court found that no specific time limit was fixed for the execution of the documents, but the appellant failed to perform the contracts within a reasonable time as required by Section 46 of the Indian Contract Act. The plaintiffs had deposited the required amounts in October 1951, but the appellant only sought the necessary sanction from the Calcutta High Court in April 1954, a delay of about 2.5 years. The court concluded that this delay was unjustified and unreasonable, thereby justifying the plaintiffs' treatment of the contracts as revoked and rescinded.

Validity of the Contracts Due to Changes in Terms, Uncertainty, and Mutual Mistake:
The second issue was whether the contracts were void due to changes in terms, uncertainty, and mutual mistake. The plaintiffs argued that the draft agreements sent by the appellant were materially different from the terms agreed upon initially, and included restrictive and penal terms not previously discussed. The court found that the terms in the draft leases were indeed different from those agreed upon, leading to uncertainty and lack of mutuality. Consequently, the contracts became void and unenforceable due to these material differences and the appellant's sole responsibility for the same.

Entitlement to Refund and Damages, Including Interest:
The third issue was the plaintiffs' entitlement to a refund of the amounts deposited and damages in the form of interest. The court held that the plaintiffs were entitled to a refund of the amounts deposited because the contracts had been revoked and rescinded due to the appellant's breach. Regarding damages, the court allowed interest at six percent per annum on the deposited amounts from the date of deposit until the institution of the suits. The court referenced several precedents to support the view that interest could be allowed by way of damages for breach of contract, distinguishing it from cases where interest is not awarded for wrongful detention of debt.

Conclusion:
1. The appellant failed to perform the contracts within a reasonable time, justifying the plaintiffs' inference that the contracts had been revoked and rescinded.
2. The contracts became unenforceable due to uncertainty, lack of mutuality, and material differences between the initial terms and the draft leases.
3. The plaintiffs are entitled to a refund of the deposited amounts along with interest at the rate of six percent per annum as damages.

The appeals were dismissed with costs, and the judgment and decree of the lower court were affirmed.

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