St. M. R. Vr. Murugappa Chettiar v. Pudukottai Ceramics Limited
1954-08-16
KRISHNASWAMI NAYUDU
body1954
DigiLaw.ai
Judgment :- KRISHNASWAMI NAYUDU J. These revision petitions arise out of two suits, S.C.S. Nos. 55 and 80 of 1950 for recovery of amounts due in respect of certain shares allotted by the plaintiff company to the defendants respectively. The applications for shares were made on 2nd September, 1946, and 20th September, 1946, respectively and the plaintiff's case is that on 5th May, 1947, they posted letters of acceptance allotting the shares to the defendants, that there was a statutory meeting on 28th September, 1947, after the posting of these letters of allotment, and share certificates were sent to the defendants on 20th October, 1947, and the defendants received the share certificates, and when the company made demands on 31st August, 1948, for the share amounts, the defendants by their replies, Exs. A. 20 and A. 27, dated 14th September, 1948, and 13th September, 1948, repudiated and denied liability for the amount of the shares allotted to them These revision petitions came up before Raghava Rao J. In order to find out whether there has been a concluded contract, that is whether the applications for shares have been accepted by the company and such acceptance has been communicated to the defendants, a finding was called for from the court below as to whether the allotment communication was or was not sent to the defendants before examining the other contentions on behalf of the petitioners. The findings have now been submitted. The lower court finds that Exhibit A. 15 and Exhibit A. 22 which are letters by the company communicating their acceptance of the offer for and allotment of shares, have been sent by post; and in the absence of any other prescribed mode of communication of the acceptance of their offer, it is found that the letters of acceptance by the company were duly sent to the respective parties and thus duly communicated to them.
With that finding I see no reason to disagree and it may therefore be taken that there was an offer and an acceptance and a communication of this acceptance which will be sufficient to constitute a concluded contract between the partiesA further contention was raised before Raghava Rao J. that by reason of the undue delay in the acceptance of the offer, the offer must be taken to have completely lapsed, and, whatever may be the effect of the communication of the allotment, by reason of the delay the proposal must be deemed to have been revoked and that in the circumstances there was no scope for contending that there could be a concluded contract by reason of mere acceptance and communication of such acceptance. As regards this part of the case reliance is placed on the decision in Ramsgate Victoria Hotel v. Montefiore (L.R. 1 Exch. 109). In that case the defendant in one of the actions for non-acceptance of shares applied for shares on June 8, 1964, but no allotment was made till November 23, and he withdrew his application on 8th November, the defendant in the other action did not withdrew his application, and it was held in both the cases that since the allotment must be made within a reasonable time and since it was not so made, neither defendant was bound to accept the shares so allotted. The delay there was much less than the delay in the present cases, where the delay is found to be more than seven months. In Indian Co-operative Navigation and Trading Co. v. Padamsey this decision in Ramsgate Victoria Hotel Co. v. Montefiore ([L.R. 1 Exch. 109) was cited and the principle that the allotment of shares must be made within a reasonable time and if not made the person applying for the shares is not bound to accept the allotment made after a reasonable time, has been accepted and applied in that case. But the learned Judges observed as follows at Page 114 "Now it was settled as long ago as 1866 in Ramsgate Victoria Hotel Co. v. Montefiore (L.R. Exch. 109), that an allotment of shares must be made within a reasonable time and that a defendant is not found to accept an allotment made after the lapse of a reasonable time.
But the learned Judges observed as follows at Page 114 "Now it was settled as long ago as 1866 in Ramsgate Victoria Hotel Co. v. Montefiore (L.R. Exch. 109), that an allotment of shares must be made within a reasonable time and that a defendant is not found to accept an allotment made after the lapse of a reasonable time. In that case the delay was from 8th June till 23rd November and it was held that the delay was unreasonable. Here I think clearly the delay between the application in August, 1919, and the allotment in August, 1920, was unreasonable. No doubt if the defendant had been given notice of the allotment, and had not objected to it promptly he would have been found. But we have no evidence that he was ever told anything whatever about the allotment. That being so, I see no reason why he should not in this suit challenged the allotment." * But in the present cases the defendants have been given notice of such allotment by the letters which were posted on 5th May, 1947, and added to that, the shares certificates have been despatched on 20th October, 1947, and admittedly received and kept by them. It was not until a notice of demand on behalf of the company was made for the amount of the shares that the defendants came out with a case of nonliability under the shares in their replies, Exhibits A. 20 and A. 27, dated 14th September, 1948, and 13th September, 1948. It is not a case therefore where it could be considered that the time taken by the company in making the allotment and communicating the acceptance of the offer was unreasonable, since the defendants themselves could not have so considered it as any delay at all. Not only were they aware of the allotment but they accepted the shares. It was not a case of nonacceptance as in the case in Ramsgate Victoria Hotel Co. v. Montefiore (L.R. Exch. 109) nor a case of even repudiation at the earliest possible time, but a complete acquiescence in the allotment, such a conduct pointing out that they had no grievance as regards the time taken in the matter of allotment and the communication of that allotment.
v. Montefiore (L.R. Exch. 109) nor a case of even repudiation at the earliest possible time, but a complete acquiescence in the allotment, such a conduct pointing out that they had no grievance as regards the time taken in the matter of allotment and the communication of that allotment. In the circumstances, I do not consider that the proposal made by the defendants in their applications for shares could be said to have revoked by lapse of time under section 6(2) of the Indian Contract Act. In view of my agreeing with the lower court on this point, it is unnecessary to consider whether the defendants are in any event barred from contending that the allotment is void or voidable under section 101 of the Companies Act by reason of no portion of the share money having been sent along with the share applications as under section 102 of the Companies Act. Any such allotment should be avoided within one months after the holding of the statutory meeting of the company and not later. In this case the statutory meeting was held on 28th September, 1947, and no question of avoiding the allotment arises, as no steps have been taken by the defendants in this regard. In the result, the revision petitions are dismissed with costs - One advocate's fee. Petitions dismissed.