Case: Bungo Steel Furniture Pvt. Ltd Vs. Union Of India

2. The disputes arise out of two contracts being A. T. 1000, dated November 30, 1944 and A.T. 1048, dated June 25, 1945 between the Government of India (hereinafter called the Government) and the Bungo Steel Furniture Pvt. Ltd. (hereinafter called the appellant). Both the contracts contained the usual arbitration clause embodied in Cl. 21 of the general conditions of contract in Form No. W.S.B. 133 for reference of any question or dispute arising in connection with the contract or arising under the conditions thereof. The claims and the counterclaims of the parties under the two contracts were referred to the arbitration of Sir R. C. Mitter. The award of the arbitrator is, dated September 2, 1959. The arbitrator found that the contract No. A.T. 1000 was for the supply of 4,700 bins at Rs. 107-2-6 per bin inclusive of the price of steel. In respect of the supply of bins under this contract the Government agreed to pay an extra Rs. 4-12-6 per bin for extra partition. The contract No. A.T. 1048 was for the supply of 2000 steel bins at Rs. 132-8-0 per bin inclusive of the price of steel. The arbitrator found that on February 20, 1946 the parties agreed to a modification of the contracts and the agreed modification was that the supply under contract No. A. T. 1000 would be reduced to 1805 bins and the supply under contract No. A. T. 1048 would be reduced to 367 bins, so that the total supply under the two contracts would be 4700 bins. The arbitrator further found that only 1,805 bins had been manufactured under contract No. 1000 and 367 bins had been manufactured under contract No. 1048 and that in all 2,172 bins were manufactured by the appellant and were accepted by the Government and the appellant was entitled to the price of 2,172 bins so supplied inclusive of the price of steel amounting to Rs. 2,42,044. The arbitrator held that the Government wrongfully cancelled the contract with respect to the balance 2,528 bins and that at the time of this cancellation the component parts of the balance 2,528 bins had not been assembled into finished bins. The arbitrator found that the appellant was entitled to a credit for the sum of Rs. 10,385 on account of the cost of supply of the extra partitions for 2,172 bins. This finding of the arbitrator was held to be erroneous by Mallick, J., who reduced the amount awarded to the appellant by a sum of Rs. 10,385. The finding of Mallick, J. was not challenged by the appellant before the Division Bench of the High Court. The arbitrator also found that the appellant was entitled to credit for the sum of Rs. 27,969 on account of payment made by the appellant towards the cost of steel on M. R.O. and that the Government was entitled to a cross credit for a sum of Rs. 7,851 on account of payment made by it to the appellant directly. These two findings of the arbitrator were not challenged before the Division Bench.          3. The arbitrator found that the Government was under an obligation to supply steel for the manufacture of the bins and that it did supply such steel to the appellant. The arbitrator disbelieved the appellants case that it had rejected the steel sheets supplied by the Government and had used the steel sheets from their own stocks and that the steel sheets supplied by the Government became rusted and were still lying in their factory grounds as powdered rust. The arbitrator found: (a) that the price of the total quantity of steel supplied by the Government to the appellant at basic rates was Rs. 2,53,521, (b) that the price of the steel used for making 2,172 finished bins amounted to Rs. 87,696 and the Government was entitled to credit for this sum of money, and (c) that no surplus steel was left after manufacture of 2,172 finished bins and the component parts of the unfinished bins. It followed from this finding that the price of steel used up in making the component parts of the unfinished bins amounted to Rupees 1,65,825.          4. The arbitrator found that the appellant was entitled to compensation for the wrongful cancellation of the balance 2,528 bins. His findings in the award read as follows:"I further hold that the cancellation by Government for the balance was wrongful. There is, however, no evidence relating to the manufacturing cost of the aforesaid remaining component parts. By way of compensation for the wrongful termination of the contract by Government as aforesaid I give the company the amount representing the value of the steel used up in making the said component parts which had not been assembled into completed bins. I, therefore, do not allow the Government credit for the value of the steel used up in manufacturing those component parts."The Government made an applications to the Calcutta High Court for setting aside the award of Sir R. C. Mitter on the ground that the arbitrator had failed to apply his mind and there was a mistake of law apparent on the face of the award in the estimation of damages for wrongful termination of the contract. Mallick, J. made a minor modification in the award with regard to a sum of Rs. 10,385 and on July 27, 1960 the learned Judge pronounced his judgment in terms of the modified award. The Government took the matter in appeal before the Division Bench of the High Court, being appeals Nos.13 and 131 of 196l. These appeals were allowed by Bachawat and Laik, JJ. who set aside the award of the arbitrator in respect of the two contracts.

Reasoning: The award was set aside by the High Court, in appeal from the judgment of the learned single Judge passing a decree on its basis, on the ground that the award of the Umpire with regard to the compensation for the wrongful cancellation of the contract was erroneous in law and the error appeared on the face of the award. In the award, the arbitrator held that under Contract No. A. T. 1,000, only 1,805 bins had been manufactured, and under the Second Contract No. A. T. 10,48,367 bins had been manufactured. These bins were accepted and the remaining component parts had not been assembled into more finished bins by the time when the contract was cancelled. He further held that the cancellation by the Government for the balance was wrongful. There was, however, no evidence relating to the manufacturing cost of the aforesaid remaining component parts. Thereupon, he proceeded to award, by way of compensation for the wrongful termination of the contract by the Government as aforesaid, to the company the amount representing the value of the steel used up in making the said component parts which had not been assembled into completed bins, and, therefore, he did not allow the Government credit for the value of the steel used up in manufacturing those component parts. He further held that after manufacturing the finished bins and component parts of unfinished bins, no surplus steel was left8. The High Court, in setting aside the award, was of the view that in this part dealing with compensation payable by the Government to the appellant, the learned Umpire had acted contrary to the principles recognised in law for assessing compensation. In our view, considering the principles which apply to the exercise of the power of a Court to set aside an award of an arbitrator, this order by the High Court was not justified9. It is now ad principle that if an arbitrator, in deciding a dispute before him, does not record his reasons and does not indicate the principles of law on which he has proceeded, the award is not on that account vitiated. It is only when the arbitrator proceeds to give his reasons or to lay down principles on which he has arrived at his decisions that the Court is competent to examine whether he has proceeded contrary to law and is entitled to interfere if such error in law is apparent on the face of the award itself10. In the present case, the Umpire held that the cancellation of the contract by the Government for the balance of the bins was wrongful. He was, therefore, fully entitled to award compensation for that breach of contract to the appellant. He, however found that there was no evidence relating to the manufacturing cost of the aforesaid remaining component parts which, on principles applicable to breaches of contract, would ordinarily have been the amount awarded as compensation. Having no such evidence, the Umpire, it appears, proceeded to use his discretion to determine the compensation which he thought should be equitably made payable by the Government to the appellant. He had already arrived at the finding that the steel supplied by the Government, which had not been used up in completed bins, had already been consumed in making component parts. In these circumstances, having decided that compensation should be paid by the Government to the appellant, he fixed the amount of compensation at the value represented by the steel used up in making those component parts. This award is not to be interpreted as proceeding on any basis that the value of the steel used up in making the component parts was held by him on some principle to be the compensation payable by the Government. What he actually meant was that having mentally decided on the amount that was to be awarded as compensation, he came to the view that that amount can equitably be treated as being equal to the value of the steel used up in making the component parts. What the value of that steel in the component parts was at that stage was not computed by him. May be, the steel had become less serviceable and deteriorated in value. What was the consideration that led him to consider that the value of the steel was equal to, and not more or less than, the amount which he considered it right to award as compensation, was not indicated by him in his award. This is, therefore, clearly a case where the arbitrator came to the conclusion that a certain amount should be paid by the Government as compensation for wrongful termination of the contract, and in his discretion, he laid down that that amount is equal to the value of the steel as it existed after it had been converted into component parts. He did not hold that the Government was not entitled to the return of the unused steel. What he actually held was that the Government being entitled to the value of the unused steel, no separate direction in respect of it need be made, because the value of that steel was equal to the amount of compensation which he was awarding to the appellant; and thus, the two liabilities of the appellant to the Government and of the Government to the appellant were set off against each other. In the circumstances, it has to be held that the Umpire, in fixing the amount of compensation, had not proceeded to follow any principles, the validity of which could be tested on the basis of laws applicable to breaches of contract. He awarded the compensation to the extent that he considered right in his discretion without indicating his reasons. Such a decision by an Umpire or an Arbitrator cannot be held to be erroneous on the face of the record. We, therefore, allow the appeals with costs, set aside the appellate order of the High Court, and restore that of the learned single Judge.