Implied Contractual Liability for Detention Charges: petition admitted in part; payment or security required to stay winding-up.

Company found liable for detention/hire charges by virtue of implied contract formed through admissions and payments; liability fixed up to the date containers returned. Admitted debt for winding-up purposes is US$1,575, with INR equivalent to be computed at the official exchange rate on the judgment date and interest at 10% per annum from 8 June 2016 until realisation. Winding-up petition admitted in part and stayed on terms: company must pay the admitted sum and deposit or furnish security for the balance by specified dates, failing which the petitioner may proceed with winding-up advertisement and further steps.

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Issues: (i) Whether the company is liable to pay detention/hire charges for the period the containers remained with it; (ii) Quantum of debt admitted for the purposes of the winding up petition, rate of interest and currency conversion; (iii) Whether the winding up petition should be admitted and whether its operation should be stayed subject to payment/deposit of money or security.

Issue (i): Whether the company is liable to pay detention/hire charges for the period the containers remained with it.

Analysis: The company paid detention/hire charges for particular periods at US$60 and US$75 per day against bills raised by the petitioner, which indicates an implied contract by conduct between the parties for payment of detention charges. There is no written agreement imposing liability, but the admissions and payments demonstrate that the company accepted and paid detention charges for certain periods. The company's contention that it acted merely as agent for a disclosed principal and therefore not liable does not prevail on the facts and the relevant provisions relied upon do not negate the implied contractual liability. The company admitted that the containers returned to Kolkata on 28th November, 2015 and therefore became liable for detention charges for the period up to that date.

Conclusion: The company is liable to pay detention/hire charges by virtue of an implied contract for the period during which the containers remained with it, including the period up to 28th November, 2015.

Issue (ii): Quantum of debt admitted for the purposes of the winding up petition, rate of interest and currency conversion.

Analysis: On the company's own admission, the winding up petition is admitted for US$1,575 (being 21 days at US$75) for the period 8th November, 2015 to 28th November, 2015. The INR equivalent is to be calculated by multiplying US$1,575 by the US$-INR exchange rate prevailing on the date of delivery of the judgment. Interest is directed at 10% per annum from 8th June, 2016 until realisation. The petitioner is directed to forward a bill computed in INR at the official exchange rate prevailing on the date of judgment within 21 days; payment by the company is to be made by 25th November, 2018.

Conclusion: The winding up petition is admitted for US$1,575; the INR equivalent is to be calculated at the exchange rate prevailing on the date of judgment; interest at 10% per annum from 8th June, 2016 is awarded; procedural timelines for billing and payment are fixed.

Issue (iii): Whether the winding up petition should be admitted and whether its operation should be stayed subject to payment/deposit of money or security.

Analysis: The company's conduct indicates an internal dispute with the consignee as to who ultimately bears the liability, but that dispute does not absolve the company of liability to the petitioner. For the period after 28th November, 2015 till 7th June, 2016 (the balance detention period claimed), the company is afforded an opportunity to secure the claimed sum by depositing the computed INR amount or furnishing a bank guarantee. The petitioner may file suit for the balance period; the company is directed to deposit or secure the sum by 25th November, 2018 and the petitioner to file suit by 28th November, 2018 if it chooses. If the company pays and secures the sums as directed, the winding up petition will remain permanently stayed; in case of default the petitioner is permitted to proceed with advertisement for winding up proceedings.

Conclusion: The winding up petition is admitted in part and is stayed on terms: payment of the admitted amount and deposit or security for the balance claim by the dates fixed; failure to comply entitles the petitioner to proceed with winding up advertisement and further steps.

Final Conclusion: The judgment admits the winding up petition in part by fixing and awarding a specific admitted debt with interest, and preserves the petitioner's remedy for the balance claim while offering the company an opportunity to avoid winding up by payment or security within specified timelines; the petition will remain stayed if directions are complied with and may proceed on default.

Ratio Decidendi: Payment of detention/hire charges by conduct and admissions can create an implied contract binding a party to pay detention charges even absent a written contract, and a winding up petition may be admitted in part with stay on terms of payment or security to protect competing claims.

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