Contract uncertainty and arbitration scope resolved by construing documents as a concluded agreement and allowing revisional correction of jurisdictional error.

Commercial contracts are not void for uncertainty if the parties' intention can be made certain from the documents and surrounding correspondence; apparent differences on security, liquidated damages, advance payment and Clause 32 were harmonised, so the contracts were treated as concluded. A broad arbitration clause covering disputes arising out of or in connection with the contract extended to the Clause 32 escalation dispute, so the matter was referable to arbitration and the arbitrators had jurisdiction to proceed. An order under Section 33 of the Arbitration Act, 1940 was not appealable, but revisional interference was justified where the court applied the wrong test under Section 29 of the Contract Act, 1872 and committed jurisdictional error.

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Issues: (i) Whether the contract documents, read as a whole, were void for uncertainty or failed to create concluded contracts; (ii) whether the dispute under Clause 32 fell within the arbitration clause and the arbitrators had jurisdiction; (iii) whether the order under Section 33 of the Arbitration Act, 1940 was appealable or revisable.

Issue (i): Whether the contract documents, read as a whole, were void for uncertainty or failed to create concluded contracts.

Analysis: The parties had acted upon the works contracts to completion, and the surrounding correspondence, award letter, and signed agreements showed that the apparent differences on security, liquidated damages, advance payment, and Clause 32 could be harmonised. Section 29 of the Contract Act, 1872 permits invalidation only when terms cannot be made certain; mere difficulty of interpretation does not suffice. Clause 32 formed part of the contracts, subject to the specifically agreed variation regarding increase in minimum wages of unskilled workers.

Conclusion: The contracts were concluded and were not void for uncertainty.

Issue (ii): Whether the dispute under Clause 32 fell within the arbitration clause and the arbitrators had jurisdiction.

Analysis: The arbitration clause covered all disputes arising out of or in connection with the contract, excluding only excepted matters. Once a binding contract was found to exist, the dispute as to escalation under Clause 32 was a dispute arising out of the contract. The order of the arbitrators on their preliminary jurisdictional competence was not an interim award, because it did not decide any part of the claim or liability, but the dispute itself remained referable to arbitration.

Conclusion: The dispute was arbitrable and the arbitrators had jurisdiction to proceed.

Issue (iii): Whether the order under Section 33 of the Arbitration Act, 1940 was appealable or revisable.

Analysis: The order did not supersede an arbitration and did not set aside an award within Section 39 of the Arbitration Act, 1940. It was therefore not appealable. In revision, the court below had misconstrued Section 29 of the Contract Act, 1872, applied the wrong test on uncertainty, and thereby committed an error going to jurisdiction, which justified interference under Section 115 of the Code of Civil Procedure, 1908.

Conclusion: The appeals were not maintainable, but revisional interference was justified.

Final Conclusion: The contractors succeeded in revision on the merits of the jurisdictional dispute, while the connected appeals were rejected as not maintainable.

Ratio Decidendi: A commercial contract must be construed so as to give effect to the ascertainable intention of the parties, and it is not void for uncertainty if its meaning can be made certain by interpretation; a dispute arising under such a contract falls within a broad arbitration clause, and revisional interference is available where the court below applies the wrong legal test on uncertainty and thereby commits jurisdictional error.

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