Stamp duty refund cannot be denied for limitation alone where the underlying transaction failed beyond the payer's control.

Stamp duty refund claims may not be defeated merely by an incorrect statutory reference or by rigid reliance on limitation where the underlying share purchase transaction failed after mandatory governmental approval was rejected. The court reasoned that the delay in seeking refund arose from the pending approval process and was beyond the payer's control, so the substance of the claim was for duty paid on an unenforceable transaction. Limitation may bar the remedy, but not the underlying right, and refusing refund in these facts would unjustly allow the State to retain duty for a failed transaction. The refund was therefore held payable.

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Issues: Whether refund of stamp duty could be denied merely because the refund application was filed beyond the period mentioned in the Stamp Act, where the underlying share purchase transaction failed on rejection of mandatory governmental approval and the application had been made under a possibly inapplicable provision.

Analysis: The stamp duty had been paid for execution of a share purchase agreement that did not fructify because the required governmental approval was rejected later. The delay in seeking refund was caused by the pendency of that approval process and was beyond the petitioner's control. The Court held that the substance of the claim was for refund of duty paid on a transaction that became unenforceable, and that a mere incorrect reference to a statutory provision could not defeat a legitimate refund claim. It further held that rigid reliance on limitation would result in the State retaining duty for a failed transaction, which would offend equity, justice and fairness. The Court applied the principle that limitation may bar the remedy but not the underlying right, and accepted that the refund claim could not be rejected solely on limitation in these facts.

Conclusion: The refund could not be denied on limitation alone and the petitioner was entitled to refund of the stamp duty.

Ratio Decidendi: Where stamp duty is paid for a transaction that fails for reasons beyond the payer's control, a refund claim cannot be defeated merely by an incorrect statutory label or by rigid application of limitation if doing so would unjustly permit the State to retain the duty despite the failure of the underlying transaction.

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