BISHANDAYAL AND SONS Vs. STATE OF ORISSA

JUDGEMENT

(1.) This appeal is against a judgment dated 15th May, 1992.

(2.) Briefly stated the facts are as follows : In an auction sale held by the Court Receiver, the 1st respondent purchased, for a sum of Rs. 2.32 lacs, all the assets of one Mayurbhanj Spinning and Weaving Mills including plant and machinery and land measuring Ac. 419.14. The 1st respondent then proposed to sell off the Mill. The appellant by a letter dated 14th November, 1992 offered to purchase the Mill with all its assets for consideration of a sum of Rs. 2.31 lacs. During this period the State of Orissa was under the President's Rule. The appellants thus had a meeting with the Governor of Orissa wherein they were asked to enhance the consideration to Rs. 2.32 lacs. The appellants by the letter dated 17th March, 1973, addressed to the Governor, conveyed their acceptance to purchase the Mill with all its assets for Rs. 2.32 lacs. By a letter dated 9th April, 1973, addressed by the Deputy Secretary to the Government to the Director of Industries, the Director of Industries was informed that the Government had decided to sell the Mill to the appellants for a sum of Rs. 2.32 lacs. It was, however, stated that the Director of Industries was to ensure that correct assessment, of the land required to run the unit by the appellants, was made. This was an internal communication, not addressed to the appellants yet the appellants came to know of it. The appellants, obviously with a view to pressurize, address a letter dated 18th April, 1973 to the Governor stating that they had accepted the offer to purchase the Mill at the cost of Rs. 2.32 lacs and purported to forward a Demand Draft in a sum of Rs. 1,32,000/-. The 2nd respondent by his letter dated 21st April, 1973, addressed to the appellants, informed them that the Government had approved the proposal to sell the Mill to the appellant for a cost of Rs. 2.32 lacs and that they would be allotted land actually required for running the Mill. By their letter dated 23rd April, 1973, the appellants informed the 2nd respondent that they were surprised to learn that the land was to be allotted to the extent actually required. They insisted that the entire assets including the entire land was to be sold to them for a sum of Rs. 2.32 lacs. The 2nd respondent by the letter dated 5th July, 1973 informed the appellants that the Government was willing to sell the entire land provided they paid the full market value of the land and entered into a lease and paid the premium and abided by the terms and conditions of that lease. The appellants on 17th July, 1973 gave an undertaking to apply to the local Tehsildar. On 2nd August, 1973 the appellants undertook to pay full value of land and other charges and to abide by terms and conditions of lease. As till date no agreement had been finalised by letter dated 22nd October, 1973 the 2nd respondent returned the Demand Draft of Rs. 1.32 lacs to the appellants.

(3.) Thereafter some correspondence was carried on between the parties. Ultimately the appellants gave a notice dated 26th October, 1974, purporting to be a notice under S. 80 of the Civil Procedure Code whereunder they claimed that a complete contract had been arrived at to sell the Mill with all lands to the appellants for a sum of Rs. 2.32 lacs. The appellant then filed Suit No. 108 of 1976 in the Court of Sub-Judge, Cuttack, claiming that a concluded contract had been arrived at to sell the Mill and all its assets, including Ac. 419.14 of land to the appellants for a price of Rs. 2.32 lacs. The appellants claimed that they had acquired valid right and title to the properties of the Mill. The appellants also claimed that the undertakings given by them were void as they were obtained by misrepresentation, fraud, undue influence and coercion. The appellants also sought an injunction against the respondents from selling away the Mill and its properties.