GENERAL ENTERPRISES Vs. JARDINE HANDERSON LTD

JUDGEMENT

(1.) JARDINE Handerson Ltd. is a company registered under the Companies Act, 1956 having its registered office at No. 4, Clive Row, Calcutta. The said company inter alia, carries on the business of rendering advisory and technical services for remuneration to various other companies regarding the letters' Provident Fund, Pension Fund, Gratuity etc. Mukul Chandra Chakraborty, who is said to be an actuary by qualification, was an assistant and a whole time employee of JARDINE Handerson Ltd. His wife, Aparna Chakraborty is said to be holding a Master of Arts degree from the Agra University and is alleged to have the qualification of a widely travelled lady and being on good social terms with the several Managing Directors of companies and their wives. His daughter one Sudershana Chakraborty is said to be a holder of Master's degree from the Cambridge University and is also said to be a widely travelled lady and a good mixer with the several Managing Directors and their wives of several companies in Calcutta and who now is said to be in the educational service of the State of West Bengal. There is another person whose name has to be mentioned and he is one Hoshang Shapwji Cawasji Mehta. He is said to be residing at No. 20, Park Street, Calcutta. He claims that he belongs to the Masonic Lodge and was a Grand Master and that he and Mr. Fordwood who was the Managing Director of M/s. JARDINE Handerson Ltd. were both fellow masons belonging to the same Lodge. He protests that he loves Sm. Sudershana Chakraborty 83 his own daughter since his own daughter residing in England. It is necessary to set out the aforesaid background in order to understand the controversy in this case in the application under Section 34 of the Arbitration Act, 1940 for stay of the suit No. 562 of 1976.

(2.) IT appears that the said Mukul Chakraborty was a whole time employee of Jardine Handerson Ltd. and was entrusted to look after and supervise the business of rendering advisory and technical services to various other companies regarding pension, provident fund, gratuity etc. as mentioned hereinbefore. IT is alleged that some time in Deo. 1970 the said assistant Mukul Chakraborty represented to the appropriate authorities of Jardine Handerson Ltd. that the said assistant needed assistance of an independent agent for the purpose of doing field work, namely--contacting the clients of Jardine Handerson Ltd. in the said business, discussing the nature and extent of the said company's clients' requirements, difficulties felt by the said other companies under the various statutory provisions relating to the provident fund, gratuity, etc. and for the purpose of making report to Jardine Handerson Ltd. upon such matters so that Jardine Handerson Ltd. would be able to render satisfactory service to its clients. IT is stated that relying upon the said representations the management of Jardine Handerson Ltd. agreed to appoint a suitable agent for the aforesaid purpose. Thereupon, it is stated that Mukul Chakraborty introduced a firm called General Enterprises, a partnership firm registered under the Indian Partnership Act to Jardine Handerson Ltd. as a firm qualified and competent to act as Jardine Handerson's agent for the said purpose. Upon such introduction an agreement was entered into between Jardine Handerson Ltd. and the said firm General Enterprises on or about the 4th of Dec. 1970 as its agent from 1st of April, 1970. By and under the said agreement in writing dated the 4th Dec. 1970 executed by the applicant Jardine Handerson Ltd. and General Enterprises it was agreed that the said M/s. Jardine Handerson Ltd. would appoint General Enterprises as Agent to further the business of Jardine Handerson Ltd. relating to the advisory and technical services rendered by Jardine Handerson Ltd. to various other companies regarding provident fund, pension fund, gratuity. The agreement though entered into on or about the 4th Dec. 1970 was made effective from the 1st of April, 1970 to 31st of March, 1972 and it was stipulated that the same would be renewed automatically for a further period of one year but it was provided that notwithstanding anv-thing the agreement might be terminated and determined during the subsisting period by either party by giving two months notice in writing to the other. The agreement stipulated that the agent should maintain constant contact with all the existing clients of Jardine Handerson Ltd. to whom the said company rendered the advisory and technical services from time to time and enquire from them about the various difficulties that they might experience in connection with the services that they obtained from the company with regard to the said technical and advisory services. IT was further stipulated that the agent, after making such enquiries, would forthwith inform Jardine Handerson Ltd. about the difficulties, felt by the clients of the said company and assist the said company to do all the needful to remove such difficulties. The agreement further stipulated that it would be the responsibility of the agent to prospect new clients for rendering the said advisory and technical services by the company. The rate of commission payable to the agent for doing the aforesaid work was also provided in the said agreement. IT is not necessary to refer to the said terms of agreement. IT was stipulated that if the agreement sould continue automatically without amendment beyond 31st March, 1972, then the commission payable by the company to the agent for the year ending 31st March, 1972 should become applicable for the subsequent years. An account was provided to be maintained and in the agree- ment there was a clause for reference to arbitration. The said clause was as follows:--

(3.) THEREAFTER, by a notice dated 13th July, 1973 Jardine Handerson Ltd. terminated the said agreement in terms of the clause of the agreement by giving two months notice. The said termination became effective from the 13th Sept. 1973. It appears that on the 17th Jan, 1974 Genral Enterprises claimed a total sum of Rs. 64,423/- consisting of Rs. 48,317/- and Rs. 16,106/- as commission due and payable by the said company to the said firm under the agreement for the period from the 1st of April, 1973 to the 13th Sept. 1973.