{"id":105677,"date":"2006-04-26T00:00:00","date_gmt":"2006-04-25T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/marg-constructions-limited-vs-south-india-on-26-april-2006"},"modified":"2014-02-25T21:31:36","modified_gmt":"2014-02-25T16:01:36","slug":"marg-constructions-limited-vs-south-india-on-26-april-2006","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/marg-constructions-limited-vs-south-india-on-26-april-2006","title":{"rendered":"Marg Constructions Limited vs South India on 26 April, 2006"},"content":{"rendered":"
Madras High Court<\/div>\n
Marg Constructions Limited vs South India on 26 April, 2006<\/div>\n
       \n\n  \n\n  \n\n \n \n IN THE HIGH COURT OF JUDICATURE AT MADRAS           \n\nDated: 26\/04\/2006 \n\nCoram \n\nThe Hon'ble Mr.A.P.SHAH, CHIEF JUSTICE    \nand \nThe Hon'ble Mrs.Justice PRABHA SRIDEVAN     \n\nO.S.A.No. 1 of 2005 \nand \nC.M.P.Nos. 144 of 2005, 419 of 2006, 3329 of 2006 & 420 of 2006\n\nMarg Constructions Limited \nApex Chambers,  \nNo.20, Thyagaraya Road,  \nT.Nagar, Chennai  17.\nRep. by its Managing Director,\nShri G.R.K.Reddy.               ...   Appellant\n\n-Vs-\n\n1. South India\n   Corporation (Agencies) Limited\n    South India House,\n    73, Armenian Street, Chennai  1.\n\n2. Mr.S.Vasudevan \n    Managing Director,\n    South India Corporation (Agencies) Limited\n    South India House,\n    73, Armenian Street, Chennai  1.\n\n3. State Bank of India,\n    Commercial Branch, EA & A Division,\n    232, N.S.C.Bose Road, Chennai  600 001. \n\n4. State Bank of India,\n    Bazullah Road,\n    T.Nagar, Chennai  17.\n\n5. Haciendaa Infotech and Realtors (P) Limited\n    rep. by its Director Mr.RM.Palaniappan,\n    having Office at Rani Seethai Hall, V Floor,\n    No.603, Anna Salai, Chennai  600 006.\n\n6. Mr.RM.Palaniappan  \n    Director,\n    Haciendaa Infotech and Realtors (P) Limited\n    rep. by its Director Mr.RM.Palaniappan,\n    having Office at Rani Seethai Hall, V Floor,\n    No.603, Anna Salai, Chennai  600 006.      ... Respondents\n\n\n                Appeal filed under Clause 15 of the Letters Patent Appeal  and\nOrder XXXVI  of O.S.  Rules against the judgment and order dated 27.12.2004 in\nApplication No.841 of 2004 in C.S.No.  811 of 2004.\n\n\n!For Appellant  ::::  Mr.Mukul Rohatgi\n                Senior Counsel\n\n^For Respondents        ::::  Mr.Vinod Bobde\n                        Senior Counsel\n\n:J U D G M E N T \n<\/pre>\n
(The Judgment of the Court was delivered by Honble The Chief Justice)<\/p>\n
        This Letters Patent Appeal calls in question the  judgment  and  order
\ndated 27.12.2004  of  the learned single Judge in Application No.  841 of 2004
\nin C.S.No.  811 of 2004 and arises under the following circumstances.\n<\/p>\n
        2.  The appellant, which is the plaintiff in the suit,  is  a  company
\nincorporated under  the  provisions  of  the  Indian Companies Act.  The first
\nrespondent, which is the first defendant  in  the  suit,  is  also  a  company
\nincorporated under  the  Indian  Companies  Act.  The second respondent is the
\nManaging Director of the first respondent.  The first respondent is the  owner
\nof the property mentioned in Schedule A to the plaint.  The first respondent
\nhas  entered  into  agreements  of  sale  with  various owners of schedule B
\nschedule and has obtained powers of attorney from them.  It is the case of the
\nappellant that the first respondent is heavily indebted and to  discharge  the
\ndues  to the third respondent\/State Bank of India, Commercial Branch, Chennai,
\ndecided to sell Schedule A and B properties together as it constituted one
\nblock.  On coming  to  know  that  the  first  respondent  was  interested  in
\ncompleting  the  bargain the appellant approached the first respondent on 27th
\nJuly 2004 and negotiated for  the  purchase  of  both  A  and  B  Schedule
\nproperties and terms of an agreement of sale were mutually agreed upon by both
\nthe parties.    The  terms that were agreed upon during the discussion held at
\nthe office of the first respondent on 27th July 2004 were that  the  appellant
\nhad  to pay sale consideration at the rate of Rs.19 lakhs per acre for the A
\nand B Schedule properties measuring totally 46.915  acres;  that  the  first
\nrespondent had to obtain the necessary no-objection certificate from the third
\nrespondent\/ State Bank of India and get release of the documents of title with
\nrespect  to Schedule A property; that the appellant should complete the sale
\nwithin three months from the date of receipt  of  No  Objection  Certificate
\nfrom the State Bank of India with respect to Schedule A property.  It is the
\nfurther  case  of  the  appellant  that the second respondent representing the
\nfirst respondent as the Managing Director also  forwarded  a  draft  agreement
\nthrough  his  E-mail  to  the plaintiff on 28th July 2004 containing essential
\nterms of the contract as agreed to on 27th July 2004.  However, as some doubts
\nwere raised about the Schedule B property  a  further  meeting  between  the
\nparties  was held on 2nd August 2004 and it was then agreed and finalised that
\nthe rate per acre of Rs.19 lakhs will stand unaltered but the first respondent
\nshall obtain No Objection Certificate from the third respondent for purchase
\nof both Schedule A and B properties.  The signing of formal  agreement  of
\nsale  was  not  necessitated  as  the  parties  agreed to complete the sale on
\nreceipt of No Objection Certificate from the third respondent.   It  is  the
\nfurther  case  of  the  appellant  that  on the request of the respondents the
\nappellant agreed to keep the sale advance of Rs.200 lakhs in a Non  lien-Fixed
\nDeposit account with the fourth respondent i.e., State Bank of India, Bazullah
\nRoad Branch.   The original FDRs were agreed to be in the custody of Advocate
\nMr.P.B.  Ramanujam till the No Objection Certificate is issued by the  third
\nrespondent.   In  pursuance  of the agreement reached between the parties, the
\nappellant sent a cheque of Rs.200 lakhs favouring the first respondent to  the
\nfourth respondent  for  being  kept  in  a  No-Lien Fixed Deposit.  The fourth
\nrespondent  issued  FDRs  which  were  kept  in  the   custody   of   Advocate
\nMr.P.B.Ramanujam.   The appellant specifically mentioned in their letter dated
\n3rd August 2004 to the first respondent that the said sum of Rs.200 lakhs  was
\npaid  towards  the  purchase of schedule  A and B properties for which No
\nObjection Certificate was solicited and release of title deeds requested.  It
\nis the further case of the appellant that the appellant has thus performed its
\npart of the contract and is ready and willing to pay  the  balance  price  and
\ntake  the  sale deed within three months from the date of the first respondent
\nobtaining No Objection Certificate from the third respondent as  agreed  for
\nboth Schedule A and B properties.  But even after a lapse of more than two
\nmonths, the respondents 1 and 2 had not evinced any interest to obtain any No
\nObjection Certificate  from  the  third  respondent.   The appellant by their
\nletter dated 2nd September 2004 brought to the notice of the respondents 1 and
\n2 that they are ready and willing to complete the sale of the property, but in
\nvain.  The respondents 1 and 2 have not responded at all and are attempting to
\nsell A and B  Schedule  properties  to  some  other  party  for  a  higher
\nconsideration.   The  appellant,  therefore,  filed  C.S.No.811  of  2004  for
\nspecific performance of the contract of sale entered into between the  parties
\non 27th July 2004 and 2nd August 2004 for A and B Schedule properties.\n<\/p>\n
3.   Along with the suit, the appellant took out O.A.No.841 of 2004 seeking an
\norder of interim injunction restraining respondents 1 and 2 from  in  any  way
\nalienating  or  encumbering  the  A  and  B  Schedule  properties, pending
\ndisposal of the suit.  On 13th October 2004 an exparte injunction came  to  be
\nissued.  Pursuant to the notice, the first and second respondents appeared and
\nfiled their counter affidavits.\n<\/p>\n
4.   The respondents denied the allegation that negotiations were made and the
\nterms were finalised on 27th July 2004 and the same were embodied in  a  draft
\nagreement  to sell, prepared by the first and second respondents and forwarded
\nthe same to the appellant on 28th  July  2004.    It  was  contended  that  no
\nnegotiations  were  made  on  27th  July  2004, and no terms were finalised as
\nalleged and since the appellant wanted a draft agreement the same was given to
\nthem, the terms of which were not to be  taken  as  having  been  accepted  by
\nrespondents 1  and  2.    It was contended that there was no agreement between
\nrespondents 1 and 2  and  the  appellant  with  regard  to  the  sale  of  the
\nproperties described  in  Schedule  A and B.  The parties never agreed for
\nsuch sale.  There was no concluded  contract  between  the  parties,  oral  or
\notherwise.   At no point of time, the first respondent had asked the appellant
\nto pay any advance.  Since there was no concluded contract,  the  question  of
\nthe  second  respondent asking the appellan t to pay any advance did not arise
\nand there was no such request  or  demand  by  the  second  respondent.    The
\nappellant  on  its own, as if to show its bona fides, volunteered to deposit a
\nsum of Rs.200 lakhs in the State  Bank  of  India  and  requested  the  second
\nrespondent  to  keep the amount pending finalisation of the terms and as there
\nwas no firm agreement reached between the parties, the second respondent  vide
\nletter  dated  10th  August 2004 released the FDRs for Rs.2 crores to Advocate
\nMr.P.B.Ramanujam clearly setting out that if the respondents get into a formal
\nunderstanding with the appellant, both of them will approach  him  and  inform
\nhim of  the  methodology  for  handing  over  FDRs.  It was contended that the
\nletter dated 03rd August 2004 referred to in the plaint was  not  received  by
\nrespondents  1  and 2 and the document which is enclosed along with the plaint
\nwas not delivered to the respondents.  It  was  contended  that  the  property
\ncomprised  in both A and B Schedule properties are much more valuable than
\nthe paltry sum of Rs.19 lakhs per acre which the appellant  was  offering  and
\nthe  respondents were not inclined to accept the offer of Rs.19 lakhs per acre
\nand never accepted to the offer at any point of time.  In fact on 18th  August
\n2004  the appellant had set out certain terms and conditions as their offer in
\nwhich the appellant had quoted a price of Rs.21 lakhs per acre, and  requested
\nthe  second  respondent  to  sign the duplicate and return the same to them as
\ntoken of confirmation of the terms which were offered by the appellant.  Since
\nthe second respondent was not interested in having the transaction on the said
\nterms and it was not acceptable to them, the second respondent  did  not  sign
\nand return  the duplicate.  It was contended that the appellant has suppressed
\nthe letter dated 18th August 20 04 and has  thus  approached  the  Court  with
\nunclean hands.   It was contended that if the injunction, which was granted by
\nthis Court, is not vacated, great prejudice  and  irreparable  loss  would  be
\ncaused  to  the respondents, as the first respondent company would be deprived
\nof its right to deal with the properties and get the best price for the same<\/p>\n
5.  The case put up before the learned single Judge on behalf of the appellant
\nwas that though no agreement was formally signed between the parties, yet  the
\ncontemporaneous  correspondence  exchanged  between  them shows that a binding
\ncontract did come into existence between the parties on  27th  July  2004  and
\n02nd August  2004.    On  the other hand, according to respondents 1 and 2, no
\nconcluded contract had been reached between the parties and the correspondence
\nexchanged between the  parties  also  shows  that  there  was  no  enforceable
\ncontract  between them as the essential conditions of the contract and bargain
\nwere never agreed upon by the parties.\n<\/p>\n
6.  Upon hearing the learned counsel and considering the materials  placed  on
\nrecord,  the  learned  single  Judge  vacated  the temporary injunction on the
\nfollowing reasonings:  –\n<\/p>\n
Learned counsel appearing for the first defendant very seriously disputed  as
\nto  the existence of contract much less a oral contract that too in respect of
\na property the value of which, if not its entirety atleast the part of its  is
\nadmitted to be more than Rs.Two crores by the applicant themselves and further
\ncontend  ed  that  the act of the applicant is only to bring the defendant for
\nsome settlement or otherwise.   As  there  is  a  strong  dispute  as  to  the
\nexistence  of the agreement, which is the basis for filing a suit for specific
\nperformance and the existence or otherwise of the same has to be decided  only
\nat the time of trial, I am of the considered view taking into consideration of
\nthe  settled  legal  principle  that  the  grant  of  specific  performance is
\ndiscretionary in nature, the balance of convenience lies more  with  the  real
\nowner  the  first  defendant, the injunction granted on 13.10.2004 would cause
\nhardship to the real owner and further more whatever transaction  takes  place
\nduring  the  pendency  of  the suit would be protected under Section 52 of the
\nTransfer of Property Act,  the  stay  granted  on  13.10.2004  is  vacated  by
\nobserving  that  any encumbrance or alienation made during the pendency of the
\nsuit would depend upon the outcome of the suit.<\/p>\n
7.  We have heard the learned senior counsel appearing for  the  parties,  and
\nhave perused the records.\n<\/p>\n
8.   The  short  question  that  falls  for  our  consideration is whether the
\nappellant has prima facie established that there was a  valid  and  subsisting
\nagreement between the parties?\n<\/p>\n
9.   Mr.Mukul  Rohatgi,  learned  senior  counsel  appearing for the appellant
\nsubmitted that the essential terms of the agreement were reached  between  the
\nparties in the meetings held on 27th July 2004 and 02nd August 2004 and at the
\nrequest  of the respondents, the appellant had deposited a sum of Rs.200 lakhs
\nin No-Lien Fixed Deposit with the fourth respondent\/bank.  He  submitted  that
\neven  though agreement had not been signed by the parties, but they acted upon
\nit treating it to be a binding contract.  He argued that the  signing  of  the
\nformal  agreement  was not necessary as the parties had agreed to complete the
\nsale on receipt of No Objection Certificate from the  third  respondent  and
\npursuant  to  the  same,  a  sum  of Rs.200 lakhs was deposited with the third
\nrespondent\/bank in furtherance of the agreement reached between  the  parties.
\nOn  this  basis,  Mr.Rohatgi  submitted that a binding agreement had come into
\nexistence, through correspondence and non signing of the formal  agreement  by
\nthe parties  was  of no consequence.  In reply, Mr.Vinod Bobde, learned senior
\ncounsel appearing for the respondents submitted that even a  bare  perusal  of
\nthe  correspondence exchanged between the parties would show that there was no
\nmeeting of mind between the parties and no agreement can  also  be  spelt  out
\nfrom the correspondence exchanged between the parties.  Learned senior counsel
\nsubmitted  that  the  documents  on  record  especially the letters dated 18th
\nAugust 2004 and 21st August 2004 clearly show that  at  no  point  of  time  a
\nconcluded  contract  was  reached  between the parties, and the FDRs were duly
\ndischarged by the respondents vide letter dated 10th August 2 004.\n<\/p>\n
        10.  It is an admitted fact that the first respondent is the owner  of
\nA  Schedule  property  and  has  entered  into agreements of sale with various
\nowners of B Schedule property and has obtained powers of attorney  from  them,
\nand intended  to  sell  both  the  properties as one block.  It is also not in
\ndispute  that  the  appellant   represented   by   their   Managing   Director
\nMr.G.R.K.Reddy,  approached  the  second  respondent  on  27  th July 2004 and
\nnegotiated for the purchase of both A andB Schedule properties.  According
\nto the appellant, the essential terms of the agreement  were  reached  between
\nthe  parties  in  the meetings held on 2 7th July2004 and 2nd August 2004, and
\npursuant to the agreement, the appellant had deposited a sum of  Rs.200  lakhs
\nin No-Lien  Fixed  Deposit with the fourth respondent bank.  At this stage, it
\nwould be relevant to refer to the letter of the  appellant  addressed  to  the
\nsecond respondent dated 18th August 2004, which reads as follows:  –\n<\/p>\n
 The South India Corporation Ltd., (SICAL)
\nNo.73, Armenian Street,
\nChennai  600 001.\n<\/p>\n
Kind Attn:  Mr.S.Vasudevan <\/p>\n
Dear Sirs,<\/p>\n
Sub:  Sale of your lands at Sholinganallur village.\n<\/p>\n
        This  is to confirm the conversation we had in respect of sale of your
\nlands situated at Sholinganallur Village.  The  broad  understanding  we  have
\nreached are as follows:  –\n<\/p>\n
1)SICAL  who  are  the  absolute  owners of the lands in extent 47 acres and 5
\ncents comprised in Survey Nos.  429\/4, 436\/3, 437\/1, 438\/1,  530\/2  B,  534\/2,
\n535\/1,  535\/1B,  536\/2, 539\/1, 540\/1A, 540\/1C, 540\/2A, 540\/2 B, 540\/2, 540\/4A,
\n541\/4B, 561\/1A, 561\/2A, 561\/2B, 561\/3A1, 562\/1, 562\/2, 562\/3,  562\/4,  562\/5B,
\n562\/8,  563\/1A,  563\/1B, 563\/2, 564\/1A, 563\/1 B, 563\/2, 564\/1A, 563\/1B, 563\/2,
\n564\/1A, 563\/1B, 565\/2, 566\/4B, 568\/13 , 568\/5, 568\/7, 5701\/1 of Sholinganallur
\nVillage having good and marketable title, will convey the same to  us  or  our
\nnominees.\n<\/p>\n
2)The total consideration for the transaction will be Rs.9,97,50,000\/- (Rupees
\nnine crores and ninety seven lakhs and fifty thousand only)\n<\/p>\n
3)SICAL  will  fulfil  all  the  statutory  requirements  like  passing  Board
\nResolution, etc.\n<\/p>\n
4)As suggested by SICAl, a sum of Rs.2,00,00,000 (Rupees two crores) has  been
\ndeposited with the State Bank of India, Bazulla Road Branch, Chennai  600 017
\nand the receipts handed over to Mr.P.B.Ramanujam to be kept by him or trust.\n<\/p>\n
5)The stamp and registration charges shall be borne by us\/our nominees.\n<\/p>\n
6)Clearance  from  Bank  and  other papers necessary are agreed to be produced
\nwithin a month from this date.\n<\/p>\n
Kindly  confirm  your  acceptance  by  signing  the  office   copy   of   this
\ncommunication. <\/p>\n
\n\nYours sincerely,\n\n\nG.R.K.Reddy,  \nManaging Director              (emphasis supplied)\n\n\n<\/pre>\n
11.   A  bare  reading  of the above letter shows that there was no meeting of
\nmind between the parties as to the  essential  terms  and  conditions  of  the
\ncontract, and the case of the appellant that the agreement was reached between
\nthe  parties  in  the  meetings  held on 27th July 2004 and 2nd August 2004 is
\ncompletely untrue.  In fact, by this letter the appellant  had  increased  the
\noffer of  Rs.9,97,50,000\/-  computed at the rate of Rs.21 lakhs per acre.  The
\nletter dated 21st August 2004 addressed by the appellant further confirms  the
\nfact that  there  was  no  concluded  contract  between  the parties.  In this
\nletter, the appellant inter alia stated:  –\n<\/p>\n
This has reference to the discussions we had with you in regard to  the  sale
\nof the  above  property.  We confirm our agreement for purchase of the same as
\ndetailed hereunder:  –\n<\/p>\n
1.The total consideration will be  Rs.2,70,00,000\/-  (Rupees  two  crores  and
\nseventy lakhs only)\n<\/p>\n
2.As  required  by you, we are enclosing our cheque no.186312 dated 20.08.2004
\nfor Rs.1,00,00,000\/- (Rupees one crore only) drawn on  Punjab  National  Bank,
\nPurasawalkam   Branch   and   Cheque   No.638838   dated   30.08.2   004   for
\nRs.1,00,00,000\/- (Rupees one  crore  only)  drawn  on  Indian  Overseas  Bank,
\nPurasawalkam Branch, Chennai as advance consideration for the above sale.\n<\/p>\n
3.The balance consideration of Rs.70,00,000\/- (Rupees seventy lakhs only) will
\nbe  paid  within  7 days from the date of obtaining vacant possession by SICAL
\nfrom John Crane.  The likely date of obtaining vacant possession by  SICAL  is
\n31st August 2004.\n<\/p>\n
4.SICAL  shall  hand  over the original title deeds upon payment of the entire
\nconsideration and complete the registration formalities.\n<\/p>\n
5.Stamp and Registration charges shall be borne by us\/our nominees.\n<\/p>\n
6.SICAL confirms that the above property is unencumbered and has a  marketable
\ntitle to the property.\n<\/p>\n
Kindly  confirm your acceptance by signing the duplicate copy of this letter.
\n(Emphasis supplied) <\/p>\n
12.  The letter of the  even  date  addressed  by  the  second  respondent  to
\nMr.P.B.Ramanujam, Advocate, also shows that the parties were still negotiating
\nthe terms and they had not actually reached an agreement on all material terms
\nof contract of sale.  By the said letter, the 2 nd respondent acknowledged the
\nappellants  offer  of  Rs.9,97,50,000\/-  computed at Rs.21 lakhs per acre and
\nstated as follows:  –\n<\/p>\n
       SICAL is willing to enter into any firm agreement for the sale of  the
\nproperty  with  such persons, including Mr.G.R.K.Reddy, provided the condition
\nabove with reference to the payment  of  consideration  is  adhered  to.    If
\nMr.G.R.K.Reddy  were  to  purchase  the property, we are willing to adjust the
\nface value of the FDR of Rs.2 crores and receive the balance consideration  of
\nRs.7,97,50,000\/-.\n<\/p>\n
Upon receiving the full consideration, SICAL would be willing to meet with all
\nother requirements of the purchaser, except the following:  –
\na.Obtaining clearances\/NOC from Tamil Nadu Housing Board.
\nb.Obtaining  the  re-classification of the property to residential\/ commercial
\nzone from its present classification of open space recreation zone from CMDA.
\nc.Facilitating purchase of the pockets of lands which would make  the  present
\nholding contiguous.\n<\/p>\n
d.Eviction  of the encroachers from the eari poramboke which is on the front
\nside of the property.\n<\/p>\n
e.Steps for widening the  access  road  of  the  property,  including  getting
\nclearances for the same from the concerned statutory authorities.
\nWe  would be willing to submit photo copies of the title deeds of the property
\nto you or to any advocate of your choice for scrutiny to satisfy yourself that
\nour title to the property referred herein is clear and marketable.  (emphasis
\nsupplied)\n<\/p>\n
        13.   On  going  through  the  entire material placed on record we are
\nsatisfied that no mutually binding contract had come  into  existence  between
\nthe parties  through  correspondence.  There was no concluded contract between
\nthe parties on 27thJuly 2004 and 02nd August 2004 as alleged by the appellant.
\nIn fact by letter dated 18th August 2004 the appellant  had  offered  enhanced
\nconsideration  of  Rs.9,97,50,000\/-  computed  at  the rate of Rs.21 lakhs per
\nacre.   The  appellant  has  deliberately  suppressed   this   letter,   which
\nconclusively  shows  that there was no agreement between the parties about the
\nprice even as on 18th August 2004.    The  parties,  thus,  for  all  intended
\npurposes  were  still negotiating the terms of the contract and at no point of
\ntime did the respondents accept the terms offered by the appellant.\n<\/p>\n
        14.  It is true that an agreement, even if not signed by the  parties,
\ncan be  spelt  out  from  correspondence  exchanged  between the parties.  The
\nquestion, however, is can any agreement be spelt out from  the  correspondence
\nbetween the parties in the instant case?\n<\/p>\n
        15.  In Rickmers Verwaltung GMBH v.  Indian Oil Corpn.  Ltd.,<\/a> (1999) 1
\nSCC 1, the Supreme Court while considering a similar issue observed:  –
\n In this connection the cardinal principle to remember is that it is the duty
\nof  the Court to construe correspondence with a view to arrive at a conclusion
\nwhether there was any meeting of mind between the parties, which could  create
\na  binding  contract  between  them but the court is not empowered to create a
\ncontract for the parties by going outside  the  clear  language  used  in  the
\ncorrespondence,  except  insofar as there are some appropriate implications of
\nlaw to be drawn.  Unless from the correspondence,  it  can  unequivocally  and
\nclearly  emerge  that the parties were ad idem to the terms, it cannot be said
\nthat an agreement had come into existence between them through correspondence.
\nThe Court is required to review what the parties wrote and how they acted  and
\nfrom  that  material  to  infer  whether  the  intention  as  expressed in the
\ncorrespondence was to bring into existence a mutually binding contract.    The
\nintention  of  the parties is to be gathered only from the expressions used in
\nthe correspondence and the meaning it conveys and in case it shows that  there
\nhad  been meeting of mind between the parties and they had actually reached an
\nagreement upon all material terms, then and then alone can it be said  that  a
\nbinding  contract  was  capable  of  being spelt out from the correspondence.
\n(emphasis supplied)<\/p>\n
        16.  The question is whether in the  facts  and  circumstance  of  the
\ncase,  it  can be unequivocally and clearly said that the parties were ad idem
\nto the terms.  On a very careful  perusal  of  the  entire  correspondence  on
\nrecord,  we are of the view that no concluded bargain had been reached between
\nthe parties and at no point of time, the terms and conditions of the  contract
\nwere accepted  by  the  respondents.  The correspondence exchanged between the
\nparties shows that there is nothing expressly agreed between the  parties  and
\nno  concluded  enforceable  and  binding agreement came into existence between
\nthem.  As observed by the Supreme Court there is  a  vast  difference  between
\nnegotiating a bargain and entering into a binding contract.  After negotiation
\nof  bargain in the present case, the stage never reached when the negotiations
\nwere completed giving rise to a binding contract.  The  learned  single  Judge
\nwas, therefore, perfectly justified in vacating the injunction, inasmuch as no
\nconcluded  and  binding contract ever came into existence between the parties.
\nWe find no merit in the appeal.    It  fails  and  is  dismissed  with  costs.
\nConsequently, C.M.Ps are closed.\n<\/p>\n
        On  the  request  of  the  learned  senior  counsel  appearing for the
\nappellant, the ad-interim relief is continued for a period of four weeks.\n<\/p><\/p>\n","protected":false},"excerpt":{"rendered":"
Madras High Court Marg Constructions Limited vs South India on 26 April, 2006 IN THE HIGH COURT OF JUDICATURE AT MADRAS Dated: 26\/04\/2006 Coram The Hon’ble Mr.A.P.SHAH, CHIEF JUSTICE and The Hon’ble Mrs.Justice PRABHA SRIDEVAN O.S.A.No. 1 of 2005 and C.M.P.Nos. 144 of 2005, 419 of 2006, 3329 of 2006 & 420 of 2006 Marg […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[8,13],"tags":[],"class_list":["post-105677","post","type-post","status-publish","format-standard","hentry","category-high-court","category-madras-high-court"],"yoast_head":"\nMarg Constructions Limited vs South India on 26 April, 2006 - Free Judgements of Supreme Court & High Court | Legal India<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.legalindia.com\/judgments\/marg-constructions-limited-vs-south-india-on-26-april-2006\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Marg Constructions Limited vs South India on 26 April, 2006 - 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