JUDGMENT : Harun-Ul-Rashid, J. The substantial questions of law formulated in the appeal are as follows: (i) Whether the suit is hit by Section 34 of the Specific Relief Act especially when the 'N.B. clause' sought to be declared as null and void governs a pecuniary relationship between the parties? (ii) Whether Section 72 of the Indian Contract Act is applicable in the instant case especially when there is cogent evidence to prove that the respondent has received amount which is not legally due to him. (iii) Whether the provisions of Section 34 of the Specific Relief Act becomes applicable in a suit where the declaratory relief sought for is not maintainable? (iv) Whether the parties to a contract can ignore the terms of the same without alteration, rescinding or novation especially when Section 62 of the Contract Act mandates to? (v) Whether reasonableness of analytical skills is an excuse to misinterpret the terms of a contract or to mould it to ones own convenience? (vi) Whether the terms of a contract have to be strictly complied especially when they are clear and understandable? (vii) Whether the courts below erred in holding that the appellants have waived the N.B. clause especially when there is no evidence to that effect? 2. Defendants in O.S.No.146/1994 are the appellants. The appeal is directed against the judgment and decree dated 11/10/2001 in A.S.No. 132/1995 on the file of the V Additional District Court, Ernakulam, arising from the judgment and decree dated 24/3/1995 in O.S.No.146/1994 on the file of the Ist Additional Sub Court, Ernakulam. The parties are hereinafter referred to as the plaintiff and defendants as arrayed in the suit. 3. The respondent as plaintiff filed a suit for declaration and mandatory injunction. The trial court decreed the suit declaring that the defendants are bound by the terms of Ext.A2 work order dated 24/5/1990 in respect of the rates quoted therein while settling the bills due to the plaintiff without reference to the note under caption 'N.B.' appended to the tender notice and also declaring that the caption 'N.B.' appended in the tender notice is inoperative, when the work order is issued without reference to the above explanation. The trial court further directed the defendants to settle the bills without reference to the note under caption 'N.B.' appended in the tender notice. The trial court further directed the defendants to settle the bills without reference to the note under caption 'N.B.' appended in the tender notice. The appeal preferred by the defendants was dismissed confirming the judgment and decree passed by the trial court. 4. The plaintiff was awarded with the work of transporting foodgrains from Trichur, Chalakudy and Wadakkanchery railheads. Ext.A1 is the copy of the tender notice dated 21/4/1990 submitted by the plaintiff to the defendants. Ext.A2 dated 24/5/90 is the work order appointing the plaintiff as wagon clearing, handling and transporting Contractor for foodgrains. As per the work order, the plaintiff was required to furnish security deposit of Rs. 25,000/-. The period of contract is for one year from 12/6/1990 to 11/6/1991. Subsequently, the period was extended till 11/9/1992 as per Ext.A3. The rates for transporting food-grains are approved for Trichur, Chalakudy and Wadakkanchery railheads and from depots in and around Trichur. According to the plaintiff, on the basis of Ext.A2 work order without reference to the N.B. clause in Ext.A1, the bills submitted by him for the work done were passed in full. But, later the defendants did not pass the bills in full. It is averred that the plaintiff was given to understand that the bills submitted should satisfy the condition stated as 'N.B.' to Clause XII (Page 21 of Ext.B1). The contention of the plaintiff is that clause shown as N.B. to Clause V of Schedule I of Ext.B1 does not form part of the work order and therefore, he is entitled to get a declaration that the defendants are liable to act in accordance with Ext.A2 work order. Plaintiff also sought for a declaration that N.B. clause in the tender condition is inoperative. 5. The lst defendant is the Kerala State Civil Supplies Corporation Ltd. Defendants 2 and 3 are the Managing Director and the Regional Manager of the said Corporation. The defendants filed a written statement contending inter alia that the suit is not maintainable, that the declaration regarding pecuniary liability of a person cannot be considered to be a declaration about legal character or any right to property, that the subject matter of the suit affects only the pecuniary relationship between the parties to the agreement and as such a suit for declaration in that regard is not maintainable. They also contended that the suit, for that a particular clause of the contract does not subsist, is also not maintainable. It was further contended that all the amounts due to the plaintiff were paid, that N.B. clause contained in the tender notice is binding on the parties, that N.B. clause forms part of the work order, that the work order cannot be delinked from the tender form, that the suit is barred by limitation and therefore the suit is liable to be dismissed. 6. The parties adduced oral and documentary evidence. Pw1 and Dw1 were examined and Exts.A1 to A16 and B1 to B4 were marked. The trial court held that the suit is not hit by Section 34 of the Specific Relief Act and that N.B. clause in Ext.B1 is inoperative, when Ext.A2work order was issued without reference to the N.B. clause and that the plaintiff is entitled to get a mandatory injunction. In the light of the aforesaid findings on the issues framed, the trial court decreed the suit. The Lower Appellate Court, more or less for the same reasons, confirmed the findings of the trial court and dismissed the appeal. The trial court extracted Schedule 1 appended to Ext.B1 tender notice, which relates to the rates quoted in the tender notice. Clause V relates to the rate per Kilometer per metric ton. N.B. to Clause V is extracted as follows: "N.B. The total remuneration for a lower distance (in a lower slab) will not exceed the remuneration for a higher distance (under a higher slab). Whenever the total remuneration for a distance in a lower slab exceeds the total remuneration and of the lowest distance in the next higher slab, the lower of the two (the lowest of the next higher slab) will be paid." 7. The trial court noticed that N.B. clause is not mentioned in Ext.A2 work order. In Ext.A2 the rates are prescribed in conformity with the rates prescribed in Ext.A1. The trial court observed that the note N.B. clause shown below of Ext.A1 is conspicuously absent in Ext.A2. The trial court found that the contract was performed by the plaintiff and the bills were passed at the first instance without applying the N.B. clause. In Ext.A2 the rates are prescribed in conformity with the rates prescribed in Ext.A1. The trial court observed that the note N.B. clause shown below of Ext.A1 is conspicuously absent in Ext.A2. The trial court found that the contract was performed by the plaintiff and the bills were passed at the first instance without applying the N.B. clause. The trial court held that the very fact of not applying the N.B. clause in the bills passed earlier means that the department was not aware about the application of N.B. clause in passing the bills submitted by the plaintiff. The trial court noticed that till 29/1/92 when Ext.B4 was received, the payments were made as per the rates prescribed in the work order. The trial court also referred to Ext.B4, wherein the Managing Director has stated that as per the tender document, if the remuneration in a particular slab is in excess all the remuneration for the lowest distance in the next slab, the lowest rate may be sanctioned to the contractor and therefore, the Regional Manager is requested to re-calculate the transportation charges paid to the contractor from the beginning and recover excess amount paid to him within 60 days and report to the Head Office. The trial court also noticed that Ext.B4 communication was issued by the Managing Director only after the contract was extended. The trial court also observed that there is no reasonable explanation from DW1 as to why this N.B. note was omitted in Ext.A2. The trial court also noticed that the bill submitted by the Contractor till 27/12/1991 was completely passed. On fine morning the Civil Supplies Corporation found that excess payment was paid to the contractor without applying the N.B. clause and that during the extended period of contract the Corporation attempted to recover the amount from the Contractor for the previous bills already passed. The trial court considered the contention of the defendants as to whether the suit is hit by Section 34 of the Specific Relief Act because the plaintiff is not entitled to get a declaration as the relationship between the parties is only pecuniary relationship. The trial court observed as follows: "it is true that there is a pecuniary liability between the plaintiff and defendants as he is a Contractor. The trial court observed as follows: "it is true that there is a pecuniary liability between the plaintiff and defendants as he is a Contractor. But it is not known from the documents or from the testimony of the defendants that how much amount they recovered from the plaintiff by applying the N.B. clause. What is the actual amount to be recovered from the plaintiff by applying the above clause? How much amount is to be recovered from each bill and how much excess amount they paid in each bill." The trial court held that in such circumstances, the plaintiff is not able to file a suit for recovery of money from the defendants. After referring to various decisions cited by either side, the trial court held that mere insertion of the N.B. clause in the tender notice and the subsequent application of the same in a later stage as a result of it the withholding of the amount by the Corporation due to the Contractor for un-ascertainable sum is detrimental to the interest of the Contractor. In such circumstances, the court held that he has no other remedy except to file a suit for declaration that the defendants are bound by the terms of the work order in respect of the rate quoted therein while settling the bills due to the plaintiff without reference to the note under caption 'N.B'. appended to the tender notice, even though the tender notice and the work order together forms the terms of the contract. The trial court further held that the N.B. clause appended to the tender notice is inoperative when the work order was issued without reference to the above explanation. For the said reasons, the trial court held that the suit is not hit by Section 34 of the Specific Relief Act and that the plaintiff is entitled to get a declaration and mandatory injunction as sought for. 8. The Lower Appellate Court, on an evaluation of Exts.B1. A2, A3 and A15, agreed with the findings recorded by the trial court. The Appellate Court observed that the specific mention of N.B. clause in Ext.A15, as distinguished from the omission to mention N.B. clause in Ex.A2 is significant. 8. The Lower Appellate Court, on an evaluation of Exts.B1. A2, A3 and A15, agreed with the findings recorded by the trial court. The Appellate Court observed that the specific mention of N.B. clause in Ext.A15, as distinguished from the omission to mention N.B. clause in Ex.A2 is significant. The Lower Appellate Court also observed that the defendants had been honouring the bills till Ext.B4 letter was sent by the General Manager without applying the N.B. clause, that the above conduct means that the defendants also understood that the terms of the work order without referring the N.B. clause. The court further observed that after having honoured the bill without considering the N.B. clause in the tender notice through out the period of the original agreement, it would be unreasonable on the part of the defendants to say that what they did was not correct and that they would proceed on the basis that the N.B. clause also forms part of Ext.A2 work order. The Lower Appellate Court further held that in any event, it would be reasonable to construe that the N.B. clause contained in the tender notice was waived by the defendants in issuing Ext.A2 work order. 9. Though the trial court decreed the suit granting declaration and other directions as prayed for, the trial court noticed the fact that the tender notice and the work order together form the terms of the contract. 10. Ext.A3 is the proceedings dated 21/5/1991 issued by the Managing Director, by which the period of contract was extended for a period of fifteen months w.e.f. 12/6/91 to 11/9/92. It is stated in Ext.A3 that the terms and conditions are as laid down in the Ext.B1 tender agreement and Ext.A2 work order. Ext.A15 is a communication dated 12/10/92 issued by the 2nd defendant to the plaintiff. In Ext.A15 the approved rates for various services mentioned against each are mentioned quoting with N.B. clause. Ext.A11 is the communication dated 14/2/1992 addressed to the Regional Manager, Palakkad directing him to recover the amounts in instalments within 60 days and arrange payment accordingly instead of keeping abeyance of entire bills presented by the plaintiff. In Ext.A15 the approved rates for various services mentioned against each are mentioned quoting with N.B. clause. Ext.A11 is the communication dated 14/2/1992 addressed to the Regional Manager, Palakkad directing him to recover the amounts in instalments within 60 days and arrange payment accordingly instead of keeping abeyance of entire bills presented by the plaintiff. Ext.B4 is another communication dated 29/1/1992 issued by the Managing Director addressed to the Regional Manager, Palakkad, wherein it is stated that as per the tender document, if the remuneration in a particular slab is in excess of the remuneration for the lowest distance in the next slab, the lowest amount may be sanctioned to the Contractor and directed the Regional Manager to recalculate the transportation charges paid to the Contractor from the beginning and to recover the excess amounts if any, paid to him within 60 days and report to the head office. In Ext.A10 communication addressed to the Managing Director the plaintiff requested to issue necessary direction to disburse the payment of the bills for Rs.3,30,000/- at the earliest. 11. Learned counsel for the appellants contended that Exts.A1 and A2 are to be read together and the courts below ought to have found that both these documents together form part of the contract. In fact the trial court observed that Ext.B1 tender conditions and Ext.A2 work order together form part of the contract. It is also contended that N.B. clause is a clause governing the pecuniary relationship between the parties and therefore the prayer for declaration sought for in respect of N.B. clause stands outside the ambit of Section 34 of the Specific Relief Act and it becomes applicable, only if the declaratory relief sought for is maintainable. Learned counsel also pointed out that the Lower Appellate Court is not justified in holding that the appellants have waived the N.B. clause in the absence of any evidence or pleading regarding waiver. Learned counsel for the appellants further submits that going by the terms of contract, the appellants are entitled to recover the money paid in excess and that the extra amount which the tenderer has received is an amount not legally due to him and in that context Section 34 of the Indian Contract Act become irrelevant. It is said that this question was not considered by the courts below. It is said that this question was not considered by the courts below. The counsel also submits that N.B. clause in Ext.B1 contract not mentioned in Ext.A2 is not at all relevant for considering the issue, since all the terms and conditions laid down in Ext.B1 contract are binding on the plaintiff and therefore the decree passed granting the prayers sought for in the plaint is based on a wrong interpretation of Exts.A1 and A2 and therefore not sustainable. The findings are recorded mainly based on Ext.A2 work order. It is pointed out that the contentions raised by the appellants and the documents referred to above were not considered by the courts below in the proper course. 12. The learned counsel for the appellants placed reliance on the decision reported in Nathu Ram v. Mula and others (AIR 1937 Lahore 25) for the proposition that the suit in respect of rights arising out of contract affecting only pecuniary relationship, Section 42 of the Specific Relief Act (present Section 34) held not applicable. The learned counsel also placed reliance on the decision reported in K.P. Ramakrishna Pattar v. K.P. Narayana Pattar (1914 ILR 80) in which it was held that a declaratory relief will not be given in respect of rights arising out of a contract which would affect only the pecuniary relationship between the parties to the contract, unless there are exceptional circumstances in a case to take it out of the ordinary rule. The same principle was laid down by the Calcutta High Court in the decision reported in Major General Mahabir Shum Sher Jung Bhadur Rana v. Lloyds Bank Ltd. And another (AIR 1968 Calcutta 371). In the said decision it was held that declaration that Bank has wrongly debited subsisting current account cannot be granted. Learned counsel also relied on the decisions reported in The State of Madhya Pradesh v. Khan Bahadur H.H.D.H. Bhiwandiwala and Co. (AIR 1971 Madhya Pradesh 65) and Anil Kumar Handa v. Smt.Suman Bala (AIR 1980 Delhi 103). In the decision reported in Ramnarayan and others v. Firm Mangeram Radheshyam Hardoi (U.P.) (AIR 1979 Madhya Pradesh 61) the scope and ambit of the Court's power to grant declaratory decree have been laid down. In the facts and circumstances, the evidence and the legal position, this Court is of the view that the matter requires re-consideration. In the result, the Appeal is allowed. In the facts and circumstances, the evidence and the legal position, this Court is of the view that the matter requires re-consideration. In the result, the Appeal is allowed. The decree and judgment passed by the courts below are set aside. The case is remanded to the trial court for fresh consideration. Parties are at liberty to adduce further evidence, if any, if so advised. The trial court shall dispose of the suit, as expeditiously as possible, at any rate within a period of nine months from the date of receipt of a copy of this judgment. No order as to costs.