1989 (11) TMI 331 - HC - Indian Laws

Defendant Found Liable for Breach of Contract, Ordered to Pay Compensatory Damages for Failure to Fulfill Contractual Obligations

P.J. Rajappan Versus Associated Industries (Pvt.) Ltd. and Ors.

The SC upheld the plaintiff's claim of breach of contract, finding that the defendant failed to fulfill contractual obligations. The court determined that ... - 1. ISSUES PRESENTED and CONSIDEREDThe core legal questions considered by the Court were:Whether the second defendant, who did not sign the written agreement (Ext. A-1), can be held liable as a guarantor for the first defendant's obligations under the contract.The legal effect of an unsigned guarantee agreement under the Indian Contract Act, specifically whether a guarantee must be in writing or can be oral or implied.The evidentiary standards and principles applicable to establish a contract of guarantee in the absence of a signed written instrument.The applicability and interpretation of Section 126 of the Indian Contract Act in relation to contracts of guarantee.2. ISSUE-WISE DETAILED ANALYSISIssue 1: Liability of the second defendant as guarantor despite not signing the written agreementRelevant legal framework and precedents: Section 126 of the Indian Contract Act provides that a contract of guarantee may be oral or written. This contrasts with English law under Section 4 of the Statute of Frauds, which requires a guarantee to be evidenced in writing. Indian law thus permits guarantees to be express, tacit, or implied and inferred from conduct. Precedents such as Mathura Das v. Secretary of State and Nandlal Chanandas v. Firm Kishinchand establish that guarantees may be created by parol or written instrument, express or implied.Court's interpretation and reasoning: The Court emphasized that the absence of the second defendant's signature on Ext. A-1 is not decisive. The Court rejected a hyper-technical approach that would absolve the second defendant merely because he did not sign. Instead, the Court considered the entire evidence and circumstances surrounding the transaction, including the conduct of the parties, the involvement of the second defendant, and the benefit derived by the first defendant from the guarantee.Key evidence and findings: The plaintiff produced evidence that the second defendant was involved in the transaction, including a draft agreement approved by both parties, the second defendant's departure from the plaintiff's office with an intention to sign later, and no protest by the second defendant when the amount due was adjusted against the contract. Additionally, the second defendant was instrumental in supplying firewood through a third party, and several bills and accounts maintained by the plaintiff corroborated the second defendant's involvement.Application of law to facts: Applying Section 126 and the precedents, the Court found that the evidence overwhelmingly indicated the second defendant guaranteed the first defendant's performance. The omission to sign the written agreement did not negate the guarantee, given the conduct and circumstances.Treatment of competing arguments: The second defendant's argument rested solely on the lack of signature on Ext. A-1. The Court found this argument insufficient in light of the evidence establishing his involvement and guarantee. The Court gave due regard to the relative positions of the parties and the totality of circumstances.Conclusions: The second defendant was held liable as guarantor despite not signing the written agreement, as the guarantee was validly established by evidence and conduct consistent with Section 126.Issue 2: Interpretation of Section 126 of the Indian Contract Act regarding contracts of guaranteeRelevant legal framework and precedents: Section 126 states that a contract of guarantee may be oral or written. This provision departs from English law, which requires written evidence. The Indian courts have consistently held that guarantees can be express or implied and inferred from conduct, as seen in Mathura Das and Nandlal Chanandas.Court's interpretation and reasoning: The Court reiterated that the guarantee need not be in writing and may be inferred from the parties' conduct and surrounding circumstances. The Court stressed that the guarantee must be considered in the context of the relative positions of the parties and the entire transaction.Key evidence and findings: The Court noted the draft agreement, the second defendant's conduct, adjustment of dues, and business dealings as evidence supporting an implied guarantee.Application of law to facts: The Court applied Section 126 to conclude that the guarantee was valid despite the absence of a signed written document by the second defendant.Treatment of competing arguments: The Court rejected the technicality that the guarantee must be in writing and found that the Indian legal framework allows for oral or implied guarantees.Conclusions: The Court confirmed that under Indian law, a contract of guarantee can be oral, written, express, or implied, and the absence of a signed written document does not invalidate a guarantee if established by other evidence.3. SIGNIFICANT HOLDINGSThe Court held:'A contract of guarantee is a tripartite agreement involving the principal debtor, surety and creditor. In a case where there is evidence of the involvement of a guarantor, the mere failure on his part in not signing the agreement is not sufficient to demolish otherwise acceptable evidence of his involvement in the transaction leading to the conclusion that he guaranteed the due performance of the contract by the principal debtor.''Section 126 of the Indian Contract Act provides that a guarantee may be either oral or written... Contracts of guarantee have to be interpreted taking into account the relative position of the contracting parties and in the backdrop of the contract. The Court has to consider all the surrounding circumstances and evidence to come to a finding when the guarantor refutes his legal liability.'Core principles established include:A guarantee need not be in writing and may be implied from conduct and circumstances.The absence of a signature on a written agreement does not absolve a guarantor if evidence shows involvement and guarantee.The Court must consider all surrounding circumstances and the relative positions of parties when determining the existence of a guarantee.Final determinations:The second defendant was liable as guarantor despite not signing Ext. A-1.The Courts below were justified in decreeing the suit against the second defendant.The appeal was dismissed with costs.