RESPONDENT: GENERAL ELECTRIC CO. DATE OF JUDGMENT07/10/1993 AGRAWAL, S.C. (J) AGRAWAL, S.C. (J) VENKATACHALLIAH, M.N.(CJ) ANAND, A.S. (J) CITATION: 1994 AIR 860 1994 SCC Supl. (1) 644 JT 1993 Supl. 211 1993 SCALE (4)44 ACT: HEADNOTE: JUDGMENT: The Judgment of the Court was delivered by S.C. AGRAWAL, J. The decision in these appeals would, we hope, mark the culmination of the protracted litigation arising out of a contract entered into by the parties on August 24, 1964 for the supply and erection of a thermal power plant at Renukoot in District Mirzapur, U.P. 2. Renusagar Power Co. Ltd. (for short 'Renusagar'), the appellant in C.A. Nos. 71 and 71A of 1990 and the respondent in C.A. No. 370 of 1992, is a company incorporated under the Indian Companies Act, 1956 engaged in the production and sale of electric power. General Electric Company (for short 'General Electric'), respondent in C.A. Nos. 71 and 71A and appellant in C.A. No. 370 of 1992, is a company incorporated under the laws of the State of New York in United States of America and is engaged in the business of manufacturing, selling and servicing electrical products and various ancillary activities. After negotiations, the parties arrived at an arrangement whereunder General Electric was to supply to Renusagar the equipment and power services for setting up a thermal power plant to be known as 'Renusagar Power Station' at Renukoot and, on November 27, 1963, Renusagar moved the Government of 654 India for its approval. By its letter dated January 2, 1964, the Government of India gave its approval to the proposals and thereafter a formal contract was executed by the parties on August 24, 1964. Under the said contract, General Electric undertook to supply equipment and services for a plant having a capacity of 135,800 K.W. The total price for the electrical and mechanical equipment, spare parts, freight forwarding services, plant design and consulting services was US $ 13,195,000. The contract price for all electrical and mechanical equipment and spare parts was FAS vessel, U.S.A. port so selected by seller (Article 11). All items of the equipment were to be delivered along with vessel at New York not later than 15 months from the contract effective date (which was December 31, 1964) and the erection of the plant was to be completed within 30 months from the contract effective date (Article IVA 1). 10 per cent of the total contract basic price (US $ 1,319,500) was to be paid either in cash or by Letter of Credit. The balance 90 per cent of the price (US $ 11,875,500) plus interest at the rate of 6 1/2 per cent per annum from the 16th to the 30th month of the contract effective date (US $ 900,558.75) totalling US $ 12,776,058.75 was to be paid in 16 equal six monthly instalments commencing from the date of the expiry of 30 months from the contract effective date, and the last instalment was payable on the date of expiry of 120 months from the contract effective date (Article III). Since the contract effective date was December 31, 1964 the first instalment was payable on June 30, 1967 and the last, i.e., 16th instalment was payable on December 31, 1974. In the contract, it was also provided that Renusagar would execute unconditional negotiable promissory notes in four series (ABCD) in respect of the 16 instalments [Article 111A 3(a)] and that the notes shall be prepared substantially in the form shown in the attached Ext. 'B' entitled "Promissory Note" and shall bear interest, at the rate of 6 1/2 per cent per annum on the outstanding principal balance commencing from 30 months after contract effective date [Article IIIA 3(c)]. A provision was also made that the payment of the full amount of each note shall be unconditionally guaranteed by the United Commercial Bank or other mutually acceptable bank. [Article IIIA 3(e)]. The contract contained an arbitration clause which provides that any disagreement arising out of or related to the contract which the parties are unable to resolve by sincere negotiation shall be finally settled in accordance with the Arbitration Rules of the International Chamber of Commerce (for short 'ICC'). Each party would appoint one arbitrator and the Court of Arbitration of the ICC would appoint a third arbitrator (Article XVII). It was also agreed that t