The State Of Kerala vs K.V.Joseph & Sons on 27 July, 2010

Kerala High Court
The State Of Kerala vs K.V.Joseph & Sons on 27 July, 2010
       

  

  

 
 
  IN THE HIGH COURT OF KERALA AT ERNAKULAM

RP.No. 960 of 2009()


1. THE STATE OF KERALA,
                      ...  Petitioner
2. THE SUPERINTENDENT OF ENGINEER,

                        Vs



1. K.V.JOSEPH & SONS,
                       ...       Respondent

                For Petitioner  :GOVERNMENT PLEADER

                For Respondent  :SRI.RAJIV ABRAHAM GEORGE

The Hon'ble MR. Justice PIUS C.KURIAKOSE

 Dated :27/07/2010

 O R D E R
                   PIUS C. KURIAKOSE, J.
          -----------------------------------------------
         RP. No. 960 of 2009 in A.R. No. 1 of 2007
          -----------------------------------------------
            Dated this the 27th day of July, 2010

                           O R D E R

The respondents in Arbitration Request No. 1 of 2007,

viz., the State and the Superintending Engineer seek review

of the order of this Court dated 25-6-2007 in the arbitration

request on various grounds. The arbitration request was

submitted by the applicant therein (hereinafter referred to

as the contractor) under sub-sections (6) and (8) of Section

11 of Arbitration and Conciliation Act, 1996. The prayer in

the request was that Justice B.M.Thulasidas, a former

Judge of this Court nominated by the applicant as their

nominee, be appointed as the sole arbitrator for

adjudicating upon the disputes and differences which have

arisen between the contractor and the respondents in the

arbitration request (hereafter referred to as the

Government). It was averred that the work of “CRF Works –

Improvements to Kadambanad – Mannady – Enathu-

RP. No. 960/09
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Ezhamkulam Road in Pathanamthitta District” was awarded

to the contractor and a formal contract agreement was

executed between the contractor and the Government on

25-5-2004. Disputes arose between the parties during the

course of the execution of work and by Annexure-I notice

produced along with the A.R. the contractor treated the

contract as ended and called upon the Government to pay a

sum of Rs.34,75,89,178.40 together with interest within 30

days. As the above claim was rejected by Annexure-II,

letter invoking the arbitration clause contained in the

agreement, the contractor sent Annexure – III containing

the names of five retired Judges of this Court, one of them

a former Chief Justice of the High Court of Madhya Pradesh,

to be considered by the Government for appointing one

among them as the sole arbitrator for adjudicating the

disputes and differences between the parties. It is on the

allegation that in spite of elapse of more than two months

RP. No. 960/09
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after Annexure – III was received by the Government there

was no response from the side of the Government and it

was under such circumstances that the contractor appointed

Justice B.M.Thulasidas as their nominee arbitrator and

issued Annexure- IV calling upon the Government to appoint

their nominee arbitrator under clause 25.3 of the conditions

of contract. The applicant referred to clause 25.3(c) of the

general conditions of contract as well as the special

conditions of contract and stated that if one of the parties

failed to appoint its arbitrator in pursuance of sub-clause (a)

and (b) within 30 days, then the Council, I.R.C. should

appoint arbitrator on behalf of the defaulting party. There

was no response from the Council, I.R.C. to Annexure – V

notice which was sent to them. It is under such

circumstances that the A.R. was submitted to this court and

Annexure – VI produced along with the A.R. is the copy of

the arbitration clause contained in condition No.3 of the

RP. No. 960/09
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special conditions of contract forming part of the contract

agreement. A detailed counter affidavit was filed on behalf

of the Government refuting the various claims of the

applicant. However, towards the end of the counter

affidavit it was stated that in case this Court is inclined to

appoint Arbitral Tribunal, either Justice T.V.Ramakrishnan,

former Judge of this Court or Sri.E. Kurian Mathew, Chief

Engineer (Retired) be appointed as the sole arbitrator.

Despite the above stand taken in the counter affidavit, at

the Bar both sides submitted that it is ideal to have both

Justice T.V.Ramakrishnan and Sri.E.Kurian Mathew as the

Arbitral Tribunal. This Court however, on considering the

submissions addressed on behalf of the parties became

inclined to allow the arbitration request and appointed

Sri.B.M.Thulasidas, retired Judge of this Court and

Sri.Kurian Mathew, retired Chief Engineer, Kerala PWD as

joint arbitrators for constituting the Arbitral Tribunal to

RP. No. 960/09
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adjudicate on the disputes. It is the above order that is

sought to be reviewed by the Government by filing the

instant review petition.

2. It is urged that the Superintending Engineer

entered into the subject contract with the contractor only in

his official capacity and by order of the Governor. It is

apparent from G.O. (MS) No. 53/78/PW&E dated 8-5-1978

that the Government had ordered that the system of

arbitration in Public Works Engineering Contracts will be

restricted to contracts with estimated PAC of Rs.2 lakhs and

below. Later by Annexure-I GO (MS)45/85/PW dated 16-5-

1985 the Government dispensed with the system of

arbitration in engineering contracts in the contract works in

Public Works Department completely, irrespective of the

PAC and further the Government directed the Chief Engineer

(General) that necessary instructions be given to all officers

of the PWD to implement Annexure – I G.O. by deleting the

RP. No. 960/09
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arbitration clause from all tender forms and agreements.

It is urged that pursuant to Annexure – I G.O. the

Government issued Annexure – II G.O. (GO (MS) 10/85/PW

& E dated 27-1-1986 introducing amendments to be

incorporated in the notice inviting tender for works, the

tender form, the form of agreement and the special

conditions to the agreement in respect of PWD works. It is

urged that by virtue of Annexures I and II, the Government

expressly and unequivocally declared that arbitration shall

not be a means of settlement of all or any of the disputes or

claims or anything on account of any contract entered into

between the PWD Contractor and the Government of Kerala.

It is pointed out that it was obligatory on the part of the

Superintending Engineer who is the second review petitioner

to have deleted the arbitration clause in the special

conditions of contract which is part of the printed format of

the agreement in question. It is also pointed out that in

RP. No. 960/09
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the works contract agreement, admittedly executed

between the parties there is a clause that arbitration shall

not be a means of settlement of disputes or claims. It is

submitted that the existence of the arbitration clause in the

special conditions which is due to non deletion of that clause

by the Superintending Engineer can be treated only as an

inadvertent omission. It is urged in the memorandum of

review petition that under the cover of arbitration the

contractor is claiming unconscionable compensation amount

of Rs.34,75,89,178/- as against the agreed contract amount

of Rs.9,98,44,495/-. The review petition reiterates that in

the teeth of Annexures I and II Government Orders

providing that no contract with the executive Government

as comprehended by Article 299 of the Constitution shall

contain a provision for arbitration, the existence of any

arbitration clause in PWD contracts contrary to the express

intention of the executive Government will be inoperative.

RP. No. 960/09
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It is urged that provision of a contract which is contrary to

the stipulations contained in any directives issued by the

Governor under Article 299 will be void and unenforceable

against the Government. It is contended on that basis that

the arbitration clause can only be considered as nugatory

and non est. It is conceded that the non-applicability of the

arbitration clause in a PWD contract was not brought to the

notice of this Court either by filing the statement of

objections or while addressing arguments before this Court

in the arbitration request. But it is contended that

participation in the arbitration request will not amount to

acquiescence,waiver or ratification on the part of the

Government. The doctrine of promissory estoppel would

not stand in the way of Government in assailing the

provisions of arbitration clause at any stage. It is submitted

that the Superintending Engineer who is an officer of the

Government acted beyond the scope of his authority. It is

RP. No. 960/09
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pointed out that the constitutional provisions and Section

175(3) of the Government of India Act, 1935 contemplate

that Government contracts made in exercise of the

executive power of the State shall be made by the Governor

through such persons as the Governor may direct or

authorise. These provisions are enacted as a mater of

public policy as the Government should not be saddled with

any loss for unauthorised contracts. These provisions have

been enacted in public interest and hence the omission on

the part of the Government to bring to the notice of this

Court Annexures I and II by filing counter affidavit in the

A.R. cannot be considered as waiver by the Government of

its objection. In the review petition the review petitioner

relies on the judgment of the Supreme Court in State of

Punjab v. Om Prakash, 1988(2) KLT SN 71, M/s. Jith Ram

Shivkumar v. State of Haryana, AIR 1980 SCC 1285, M/s.

Leo Construction Contractors v. Government of Kerala, 1989

RP. No. 960/09
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(1) KLT 215. It is also pointed out that the Superintending

Engineer who had entered into the contract with the

contractor in this case on behalf of the Governor was acting

unauthorisedly while executing the contract in question and

in this context it is pointed out that the very same

Superintending Engineer executed another contract relating

to execution of work “CRF- Construction of Erumeli –

Chalakkayam – Phase – 3” in the same district in tune with

the Government orders by excluding the arbitration

clauses.

3. To the review petition the contractor has filed a

detailed counter affidavit repudiating the averments made

and grounds raised in the RP. It is submitted that the

review petition is not maintainable. It is pointed out that

the Arbitration and Conciliation Act 1996 is a complete and

comprehensive Act by itself both as regards substantive

and procedural law relating to arbitration, conciliation and

RP. No. 960/09
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mediation and the said statute does not provide for a review

of orders passed by the Honourable Chief Justice or the

designated Judge under Section 11. It is also pointed out

that section 16 of the act empowering the Arbitral Tribunal

to rule on its own jurisdiction including any objections with

respect to the existence or validity of the arbitration

agreement was introduced with the view of reducing the role

of courts during the course of the arbitral proceedings. It is

pointed out that the review petition is hopelessly delayed.

Till the date of the R.P. in September 2009 more than 30

sittings of the Tribunal had taken place as provided under

Section 4 of the Arbitration Conciliation Act 1996 and in all

these sittings there was full and complete participation by

the review petitioners. The review petitioners are deemed to

have waived their right to object to the alleged

noncompliance of any requirement of deleting the

arbitration clause.

RP. No. 960/09
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4. As regards Annexure I G.O. relied on by the review

petitioners it is contended that a proper reading of the G.O.

would clearly indicate only that the decision is to dispense

with existing system of referring to arbitration of disputes in

Public Works Engineering Contracts, the value of which was

Rs.2 lakhs and below and it is contended that directions

were issued to the Chief Engineer (General) to take

necessary action for implementing G.O. dispensing with

arbitration relating to small contracts of Rs.2 lakhs and

below. As regards Annexure II G.O. it is contended that by

this G.O. amendments to notice inviting inviting tenders for

works (Form No.83), form of tender (Form No.84) and form

of agreement (Form No.GW 132) were indicated and it was

directed that the amended forms should be used for all

types of PWD works irrespective of the PAC. The contention

of the Government that by virtue of the two G.Os. the

Government has expressly and unequivocally declared that

RP. No. 960/09
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arbitration shall not be a means of settlement of all or any

of the disputes or claims entered into between a PWD

Contractor and the Government of Kerala is repudiated. It

is submitted that in the present contract none of the forms

referred to in Annexure II G.O. find a place and in fact the

contract in question being a centrally funded project

national competitive bidding was resorted to and the PWD,

Government of Kerala is only the executing agency and

therefore the conditions applicable to national competitive

bidding were made applicable to the contract. The counter

affidavit refers to paragraph 16 of the counter affidavit

which had been filed in a arbitration request No. 1 of 2007

and contends that the review petitioners cannot now be

heard to say that the Superintending Engineer did not delete

the arbitration clause in the special conditions of contract.

It is submitted in the counter affidavit that the parties

having acted upon the contract based upon the terms

RP. No. 960/09
-14-

entered into and the contractor having substantially

completed the work under the contract, the review

petitioners should not be permitted to go back on the terms

entered into and agreed upon in writing, dealing at arms

length and seek to change the terms of the agreement to

deny settlement by arbitration. The counter affidavit

denies the averments in the review petition that the

agreement contains a clause signed by both parties that

arbitration shall not be a means of settlement of disputes.

5. It is contended that the contract being a centrally

funded scheme, Annexures I and II G.Os. promulgated by

the Kerala Government did not apply. The provision in the

special conditions for arbitration is binding on parties

especially as there is no provision in the contract providing

that all or any of the G.Os. promulgated by the Government

will be applicable to the contract in question. It is pointed

out that when the contractor’s bid was accepted by the

RP. No. 960/09
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Superintending Engineer vide selection notice dated 25-5-

2004 it was specifically provided that G.Os. dated 19-8-

1997 and 21-11-1992 will be applicable to the contract at

hand and not Annexures I and II G.Os.

6. It is highlighted that in the light of the sworn

statement of the Joint Secretary to Government who is the

deponent in the counter affidavit dated 16-6-2007 it is futile

for the review petitioners now to contend that the omission

to place on record the existence of the Annexures I and II

G.Os. before this Court at the time of hearing was due to

inadvertence. It is contended that the filing of the review

petition amounts to gross abuse of process of this Court. It

is pointed out further that after completion of the pleadings

12 issues were settled by the Arbitral Tribunal and that

recording of evidence is over and the claimant’s counsel has

completed his arguments and the counsel for respondents

who are the review petitioners has commenced his

RP. No. 960/09
-16-

arguments. A total of 45 sittings have been held so far by

the Arbitral Tribunal spread over nearly two years and

interim award published directing the petitioners to pay an

amount of Rs.2.43 crores towards admitted amount for work

done and the said amount was actually paid to the

respondents. It is submitted that considerable amounts

have been already expended by the parties towards cost of

arbitration. It is then pointed out that numerous

correspondence exchanged between the parties to the

contract during the pendency of the work and thereafter

various officials of the review petitioners including the 2nd

review petitioner had adverted to or referred to the the

arbitration clause in the contract all of these items of

correspondence are before the Arbitral Tribunal. The

present attempt of the review petitioner is only to protract

the arbitral proceedings by attempting to mislead this

Court. It is also pointed out that for numerous works in

RP. No. 960/09
-17-

Kerala carried out by the Kerala PWD, Kerala Water

Authority, Kerala State Transport Project etc. arbitration has

been and is the means of settlement of disputes between

the parties and by having the issues adjudicated by learned

arbitrators of proven integrity, no prejudice is being caused

to anybody. Lastly it is submitted that in this case no

prejudice will be caused to the applicants as the issues are

being considered by an Arbitral Tribunal consisting of two

retired Judges of this Court and a retired Chief Engineer of

PWD regarding whose integrity and learning the

Government cannot have any legitimate ground.

7. It was Sri.K.R.Ganesh, Senior Govt. Pleader who

addressed arguments before me on behalf of the review

petitioner. Raising very spirited and persuasive arguments

on the basis of various grounds raised in the RP

Sri.K.R.Ganesh submitted that there is every warrant for

recalling the order of this court constituting Arbitral Tribunal

RP. No. 960/09
-18-

for adjudicating the disputes between the parties. Referring

to the judgment of the Supreme Court in Inderchand Jain

v.Motilal, 2009(3) KLT SN 65 Mr.Ganesh submitted that

power of review under Order 47 Rule 1 of the Code of Civil

Procedure can be invoked for any other sufficient reason

than the reasons mentioned under the above provision of

the Code of Civil Procedure. In support of his argument that

there is no scope for reporting the doctrine of equitable

estoppel against the Government in a case where orders are

passed on behalf of the Governor of Kerala by virtue of the

powers under Article 229(1) of the Constitution ignoring

public interest the learned Government Pleader relied

strongly on the judgment of the Supreme Court in M/s. Jit

Ram Shiv Kumar v. State of Haryana, AIR 1980 SC 1285.

For the same proposition the learned Govt. Pleader relied on

the judgment of the Supreme Court in State of Punjab v.

Om Prakash, 1988(2) KLT SN 71. The learned counsel

RP. No. 960/09
-19-

submitted that where there is contravention of the

provisions of Article 299(1) of the Constitution, i.e., when

contract is entered into in gross violation of existing

Government Orders, the plea of estoppel cannot be raised

against the Government, when the Government requests

that a patent illegality done by the representative of the

Government should be undone. Mr.Ganesh submitted that

it cannot be as though the Government Orders taking away

the provision for arbitration from PWD contracts was not

known to the contractor or the Superintending Engineer. In

order to show that this court has noticed the Government

Orders taking away the provision for arbitration for PWD

contracts and approving the Government Orders Mr.

Ganesh relied on the judgment of this Court in M/s. Leo

Construction Contractors v. Government of Kerala, 1989 (1)

KLT 215. To argue that an application for review of the order

passed by the designated Judge under Section 11(6) of the

RP. No. 960/09
-20-

Arbitration and Conciliation Act Sri.Ganesh relied on the

judgment of the Supreme Court in M/s. Jain Studios Ltd. v.

Shin Satellite Public Co. Ltd. AIR 2006 SC 2686.

(Interestingly paragraph 11 of this judgment was relied on

by the counsel for the respondent also). Mr.Ganesh relied on

the judgment of the Supreme Court in M.M.Thomas v. State

of Kerala and another, (2000) 1 SCC 666 to argue that as a

court of record, power and duty to review its own judgment

for correcting its own mistake is inherent in every High

Court. The counsel submitted that High Court is a court of

record and unquestionably a superior court of plenary

jurisdiction and is competent to determine the scope of its

jurisdiction. Mr. Ganash relied on the judgment of the

Supreme Court in H.Lathakumari v.Vamanapuram Block

Panchayat and others, 2009 KHC 4439 to submit that even

the Supreme Court has recognised the Government Orders

excluding arbitration clauses from PWD contracts. Sri.

RP. No. 960/09
-21-

Ganesh lastly relied on the judgment of this Court in

Southern Structurals Ltd. v. K.S.E. Board, 2008(1) KLT 105

after referring to Section 7 of the Arbitration and

Conciliation Act and Sections 10, 14, 20, 21 and 22 to argue

that any contract in which an arbitration clause is

introduced by playing fraud on the Government will be a

void contract and that the High Court cannot compel an

unwilling party to go for arbitration on the basis of such a

void contract.

8. The submissions of Mr.Ganash were met by

Mr.Rajiv A. George, learned counsel for the respondent

contractor. Mr. Rajiv referred to Sections 114 and rule 1 of

Order 47 CPC and submitted that review can be allowed

only on the grounds specifically mentioned in those

provisions of the Code of Civil Procedure. Other sufficient

reason envisaged by Rule 1 of Order 47 is a reason which is

ejusdem generis with the reasons enumerated therein

RP. No. 960/09
-22-

before. Counsel submitted that in the present case the Joint

Secretary to the Public Works Department who had filed

counter affidavit on behalf of the Government in Arbitration

Request No. 1 of 2007 had not only not denied the existence

of the arbitration clause but had reiterated its existence.

Mr. Rajiv would distinguish all the decisions cited on behalf

of the Government by Mr.Ganesh on facts which according

to the learned counsel are peculiar in this case. Referring to

the judgment of the Constitution Bench of the Supreme

Court in SBP & Co. v. Patel Engineering Ltd. and another,

(2005) 8 SCC 618 Mr.Rajiv submitted that under that

judgment the Supreme Court had overruled the earlier

Constitution Bench decision in Konkan Railway Corporation

Ltd. v. Rani Constructions (P) Ltd. (2002) 2 SCC 388 and

held that the Chief Justice or his designate while dealing

with an application under Section 11 was bound to decide

whether he had jurisdiction, whether there was a valid

RP. No. 960/09
-23-

arbitration agreement, whether the person making the

request was a party to the arbitration agreement and

whether there subsisted a dispute/live claim capable of

being arbitrated upon and that the decision of the

designated Judge was a judicial one and not an

administrative one. The counsel submitted that this is a

case where there was a concluded contract and argued that

once a concluded contract comes into existence, then terms

of tender cannot override the terms and conditions of the

completed contract. He relied on the judgment of the

Supreme Court in Security Printing and Minting Corporation

of India Ltd. and another v. Gandhi Industrial Corporation,

(2007) 13 SCC 236.

9. I have anxiously considered the rival submissions

addressed at the Bar. I have to remind myself at the very

outset of the contours of the jurisdiction which is being

invoked by the Government. It is trite by various decisions

RP. No. 960/09
-24-

including the judgment of the Supreme Court in

Inderchand Jain v. Motilal, 2009(3) KLT SN 65 which was

relied on by the review petitioners themselves and the

judgment in Jain Studios Ltd. v. Shin Satellite Public Co.

Ltd., 2006(5)SCC 501 that power of review is distinct in

nature from appellate power. Discovery of new and

important matter or evidence which after the exercise of

due diligence by the petitioner was not within his

knowledge or could not be produced by him at the time

when the original order was passed or existence of any

mistake or error which is apparent on the face of the

record or existence of “any other sufficient reason” are the

only grounds on which applications for review can be

entertained and allowed. The expression “any other

sufficient reason” appearing in clause ) of sub-rule (1) of

Rule 1 of Order 47 has to be a reason homologous or atleast

analogous to the other reasons mentioned earlier in the

RP. No. 960/09
-25-

said clause. In other words, unless sufficient reason

highlighted by the Government is ejusdem generis with the

other two reasons mentioned in clause(c) the same cannot

be a sufficient reasons for the purpose of clause ) at all.

The persuasive submissions of Mr. K.R.Ganesh

notwithstanding, it is clear to my mind that any reason

constituting ground for review under Order 47 rule 1 has not

been made out by the Government in the present case. As

rightly contended by the respondent contractor, the

Government through the counter affidavit submitted in A.R.

No. 1 of 2007 not only did not deny the existence of the

arbitration clause which was being consistently relied on by

the contractor but also admitted the same in paragraph 16

of the counter. While meeting the merits of the claims

raised by the contractor it was contended by the

Government that the claims had been raised with the

malafide intention of extracting undue and unwarranted

RP. No. 960/09
-26-

benefits from the arbitration clause. As stated by me in the

order in A.R. 1 of 2007 the Government after refuting the

claims of the applicant contractor had suggested that if this

court becomes inclined to appoint an Arbitral Tribunal either

Justice T.V.Ramakrishnan, former Judge of this Court or

Sri.E.Kurian Mathew, retired Chief Engineer be appointed as

arbitrator. In fact, at the Bar, the counsel for the applicant

contractor and the Government Pleader (then Sri.Shyson

P.Manguzha) submitted that it will be ideal if this court

appoints Justice T.V.Ramakrishnan and Sri.Kurian Mathew

jointly as the Arbitral Tribunal. The judgment of the

Supreme Court in Prasun Roy v. Calcutta Metropolitan

Development Authority and another, (1987) 4 SCC 217

and State of Rajasthan v. Nav Bharat Construction Co.,

(2005) 11 SCC 197 give strong support to the contention

that once existence of an enforceable and valid arbitration

clause between the parties is admitted, it is not open to the

RP. No. 960/09
-27-

parties to raise a contention later that there was no valid

enforceable arbitration agreement. It is not in dispute that

the contract did contain the arbitration clause. But the

contention is that the tender conditions did not contain the

arbitration clause. But then the contract substitutes or

supersedes the tender conditions as laid down by the

Honourable Supreme Court in Security Printing and Minting

Corporation of India Ltd. and another v. Gandhi Industrial

Corporation, (2007) 13 SCC 236.

10. The fact situation in the present case also

dissuades me notwithstanding Annexures I and II from

thinking in terms of recalling my order which was passed

virtually on consent. Pursuant to the order passed by me in

arbitration request No. 1 of 2007 (presently sought to be

reviewed) constituting Arbitral Tribunal consisting of a

retired Judge of this Court and a retired Chief Engineer of

PWD whose name was suggested by the Government itself

RP. No. 960/09
-28-

in their counter affidavit, those two arbitrators together

would appoint again with consent of both sides another

Judge of this Court as the presiding arbitrator and the

above Arbitral Tribunal consisting of two Judges and a

retired Chief Engineer had entered on arbitration. Several

sittings, I am told by now about 60, were conducted spread

over a period of two years. Entire evidence was taken,

arguments of both sides is also completed. What remains is

only the passage of the final award. An interim award was

passed and published by the Arbitral Tribunal directing the

review petitioners to pay to the respondent an amount of

Rs.2.43 crores towards the work admittedly done and it is

not disputed before me that the above interim award has

been honoured. The passage and publication of the final

award by the Tribunal is being postponed only because of

the pendency of this review petition. I have not been

convinced of any legal prejudice that may be caused to the

RP. No. 960/09
-29-

Government by allowing the Tribunal to complete its

proceedings and publish its final award. The learning and

integrity of the persons constituting the Tribunal was not

questioned before me even for a moment. There is no

reason for me to assume that the Tribunal will unmindful of

the public interest involved in the matter and uphold any

invalid or inconsistent claim raised by the contractor. I am

satisfied that the present case is not one where the power of

review can be invoked.

The RP will stand dismissed. No costs.

(PIUS C.KURIAKOSE, JUDGE)

ksv/-

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