SREE MEENAKSHI MILLS LTD Vs. TCANANTARAMA IYAR

JUDGEMENT

(1.) This is an appeal against the judgment and decree of our brother Waller, J., decreeing the plaintiff's suit with costs. The suit is by the plaintiff for damages for wrongful dismissal by Sri Meenakshi Mills, Ltd., of Madura. The plaintiff is a graduate, in Arts and in Engineering, of the Madras University. He was employed in the Public Works Department for some time but lost his employment on account of retrenchment in that department and, at the time the events which are the subject of this suit took place, was out of employ. In about October 1921 a limited Company was formed, called the Sri Meenakshi Mills Limited and Messrs. Theagaraja Chetti & Co. were its Managing Agents, In October 1923 Mr. Theagaraja Chetti had an interview with the plaintiff in connection with employing him as Engineer for constructing Mill buildings. But at that time Mr. Theagaraja Chetti was attempting to get the services of Mr. V.T. Srinivasa Ayyanger who was still in Government service. Until that matter was settled, he was not willing to employ the plaintiff. In November, 1923, the plaintiff wrote to Mr. Theagaraja Chetii requesting him to inform his final decision (Ex. 1). On the 8 December Mr. Chetti addressed a letter to the plaintiff informing him that Mr. Srinivasa Ayyanger was not available and that he was going to send an advertisement to the papers for an Engineer under instructions of the Directors. (Ex. A). The advertisement in the Hindu is Ex. K and the plaintiff's application is Ex. B. The qualifications stated in his application, which are admitted to be correct, show that until the contrary is proved, we must take it, that the plaintiff is a qualified Engineer competent to undertake the construction of the buildings of the Sri Meenakshi Mills, Ltd. Mr. Theagaraja Chetti himself had something to do with such matters and though he is not qualified in the sense that he did not receive education in a technical college he is certainly competent to judge of the fitness of an Engineer and we have no doubt that he thought that the plaintiff was a competent Engineer. In Ex. 0 the plaintiff was offered Rs. 350 a month. But he replied by Ex. D that he cannot accept any salary less than Rs. 400 per mensem. He adds that he had previously agreed to accept Rs. 400 and he was willing to adhere to it. The reference is obviously to the conversation in October 1923. Ex. E is a telegram in reply to Ex. D. It runs thus: Agree 400 without quarter conveyance to act Engineer and Manager. Please join duty immediately.

(2.) Obviously the word "Manager" in this telegram was intended to mean not the Managing Agent of the Company but merely manager of the construction works of the Mills; and, everybody understood it to be so. In the plaintiff's application he mentions the fact that he had at one time 500 men working directly under him and with reference to this, the word Manager was apparently used. I mention this merely to show that there is no difficulty about the meaning of the term and there is no question of any variation of the offer so far as this word is concerned. The plaintiff replied by Ex. F thus: Shall arrive Madura Friday fir February, awaiting detailed letter.

(3.) It is contended for the defendants that this letter is not an unconditional letter of acceptance and that the phrase "awaiting detailed letter" shows that there is some reservation intended by the plaintiff and not until there is acceptance after the letter was received, could it be said that there is a completed contract. Even, on this contention we have no doubt that the parties acted on the footing that there was a completed contract after the receipt of the detailed letter. But it is contended for the appellants that as this is a contract completed by correspondence the later conduct will not do, We do not agree with this contention. But apart from this, we think that Ex. F is itself a complete acceptance. It is true that ordinarily a phrase like "awaiting detailed letter" may mean that the acceptance was not intended to be final until the details are known. But each case must depend upon its own facts, the correspondence of each case being construed with reference to the surrounding circumstances. In the present case, we do not think that the phrase "awaiting detailed letter" meant any reservation. The detailed letter which was written on the invitation of the plaintiff is Ex. G and this shows that the defendants gave certain instructions to the plaintiff to be followed before the plaintiff left Madras. The evidence shows that even in October it was intended that the plaintiff should do something at Madras before going to Madura. It is with reference to this understanding that the plaintiff wanted detailed instructions in Ex. F and these instructions were given in Ex. G. It also appears that the defendants addressed a letter to the Metropolitan Vickers Electrical Co,, Ltd, at Madras asking them to get into touch with the plaintiff in connection with 1000 B.H.P. turbine for the Mills. It is in pursuance of such a letter from the defendants that the Metropolitan Vickers Electrical Co. addressed Ex. H to the plaintiff. The plaintiff left Madras on the 27th, went to Tinnevelly on some business of his own and finally arrived at Madura on the 31 when he received fix. G. On the evidence we have no doubt that he entered upon his duties immediately and was doing such work as he was asked to do from that date up to 10th February. By that time some misunderstandings had arisen between the parties. It is difficult to say exactly what they are. Perhaps the defendants began to entertain some suspicions about the competency of the plaintiff. But if this was the only misunderstanding, we cannot see that there was any. basis for it so far. Ex. J was then issued by the defendants to the plaintiff. The plaintiff was not willing to accept Rs. 450 as remuneration and was apparently inclined to take the matter to a Court of law. Common friends among whom we may mention Mr K.V. Ramaswami Ayyar, a High Court Vakil at Madura and also a Director of the Mills, intervened and attempts were made to settle the matter in such a way as to obviate the necessity of going to a Court of law. The result of these efforts is Ex. L. This embodies a design made by the plaintiff for building the Mill and the idea was to submit this to two competent Engineers, namely, Mr. Sadasiva Iyer, Assistant Engineer, Madura District Board and Mr. V.T. Srinivasa Iyengar already mentioned, or failing them to any two Engineers agreed upon by both sides. If the plaintiff's design was approved, the defendants were to take him back. The use of the phrase will take back also shows that at that time it was understood that there was a completed contract between the plaintiff and the defendants. But if the plaintiffs design was not certified he was to accept the termination of his services. This phrase also shows that there was a complete contract of employment and an attempt to terminate it by Ex. J. We, therefore, agree with Waller, J. in holding that there was a completed contract.