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2015 DIGILAW 505 (BOM)

Akshat Madan v. Darashaw & Co. Pvt. Ltd.

2015-02-17

S.J.KATHAWALLA

body2015
Judgment :- 1. The above Application is filed by the Applicant – Mr. Akshat Madan against the Respondent Company – M/s. Darashaw & Co. Pvt. Ltd., for the following relief: “(a) The Hon'ble Chief Justice or the Hon'ble designated Judge may be pleased to appoint a qualified, independent, impartial fit and proper person as arbitrator to adjudicate disputes and differences between the parties.” 2. The Respondent has disputed any reference to arbitration proceedings on the ground that the employment contract has come to an end and the arbitration clause no longer survives as there has been a full and final settlement between the parties and the Applicant has received his dues to his complete satisfaction and without any protest. 3. The Applicant was a student of the Goa Institute of Management Studies (GIMS). 53 companies had visited the campus during 2012-2013 for recruitment of students for jobs which were to commence after the term ending in April, 2013, and 2014 students were suitably placed in these companies. The Applicant was short listed by the Respondent Company in December 2012. After the Applicant was interviewed and before his appointment was confirmed, the Applicant was admittedly made aware of the terms of the contract, including the term that if he resigns from his employment with the Respondent within two years of his date of joining, he would be liable to pay to the Respondent an amount of Rs. 4 lacs as stipulated in Clause 19 (iii) of the Contract and that under Clause 20 of the said Contract, he was required to hand over a cheque of Rs. 4 lacs as a pre-condition of his employment with the Respondent, and he would furnish a fresh cheque every 2 months until the end of three years. The Respondent was entitled to encash the said cheque in the event of the Applicant committing a breach as stipulated in Clause 19 of the Contract. The Applicant at the time of being short listed issued a letter to the Respondent dated 10th December, 2012 which reads thus: “Post the visit of Darashaw & Company Pvt. Ltd. to our campus, Goa Institute of Management (GIMS) for Executive Placements 2013, I wish to confirm that I have been shortlisted for the post of Management Trainee. The Applicant at the time of being short listed issued a letter to the Respondent dated 10th December, 2012 which reads thus: “Post the visit of Darashaw & Company Pvt. Ltd. to our campus, Goa Institute of Management (GIMS) for Executive Placements 2013, I wish to confirm that I have been shortlisted for the post of Management Trainee. I am aware that my job entails travel and can be positioned in any of the branches of Darashaw after appointment and am aware of the 3 years contract and have read & understood all the terms and conditions of the Proforma Appointment letter provided at the time of the recruitment process and I agree to the same.” 4. After the Applicant was offered the post of Management Trainee by the Respondent, the Applicant by his letter dated 8th January, 2013 gave the following confirmation: “I wish to confirm that I have accepted the Darashaw offer for the post of Management Trainee. I am aware that my job entails travel and can be positioned in any of the branches of Darashaw after appointment and am aware of the 3 years contract and have read and understood all the terms and conditions of the Proforma Appointment letter provided at the time of the recruitment process and I agree to the same” 5. Thereafter the Applicant qualified as a Master of Business Administration (MBA), and executed the Contract on 16th July 2013 (the terms of which he was admittedly made aware of as far back as 10th December, 2013 when he was selected for placement in the Respondent Company during the campus selection), and joined the employment of the Respondent on 19th July, 2013 as a Management Trainee. The Applicant therefore had a choice to join one of the several Companies which had visited the GIMS campus for recruitment of students and had also the choice from December 2012 to July 2013 to reject the offer of the Respondent. Instead, after starting the training on 19th July 2013, and upon conclusion of the classroom training, the Applicant gave his cheque of Rs. 4 lakhs to the Respondent on or about 31st July 2013 and issued fresh/renewal cheques of Rs. 4 lacs on 22nd September, 2013 and on 20th November, 2013. 6. Instead, after starting the training on 19th July 2013, and upon conclusion of the classroom training, the Applicant gave his cheque of Rs. 4 lakhs to the Respondent on or about 31st July 2013 and issued fresh/renewal cheques of Rs. 4 lacs on 22nd September, 2013 and on 20th November, 2013. 6. After working with the Respondent for a period of five months as a Management Trainee, the Applicant vide his e-mail dated 3rd January, 2014, addressed to the Respondent tendered his resignation with effect from 31st January 2014. In the said e-mail, the Applicant has not made any grievance qua any of the clauses in the contract or qua the cheque of Rs. 4 lacs which he had tendered to the Respondent for encashment in the event of leaving the employment of Respondent within a period of two years from the date of joining. Instead, in his resignation letter the Applicant recorded as under: “I'm deeply appreciative of the opportunities I've had while working for Darashaw and grateful to have worked in the environment for the past 5 months. In advance of my departure, please let me know what is expected out of me to make sure my final duties are taken care of. I assure you that I'll complete any outstanding tasks before my departure and would also be happy to assist in finding my replacement. Thank you again for everything, and I sincerely hope we cross paths again in the future.” 7. After receiving the e-mail dated 3rd January, 2014 sent by the Applicant to the Respondent, the Applicant and his father started negotiating with the Respondent as regards the encashment of the cheque of Rs. 4 lacs by the Respondent for breach of the conditions set out in the Contract/Agreement dated 16th July, 2013. The Respondent had informed the Applicant and his father that if the Applicant resigned within two years from the date of joining, the consequences set out in the Agreement would follow. The Respondent was therefore informed by the Applicant and his father that the Applicant would reconsider the matter/decision. Instead, the Applicant by his letter dated 21st January, 2014, informed the Respondent that he has stopped payment on the cheque of Rs. 4 lacs issued by him to the Respondent. The reason given by the Applicant was thus: “...since there is insufficient liability on my part to honor the above mentioned amount. Instead, the Applicant by his letter dated 21st January, 2014, informed the Respondent that he has stopped payment on the cheque of Rs. 4 lacs issued by him to the Respondent. The reason given by the Applicant was thus: “...since there is insufficient liability on my part to honor the above mentioned amount. I am willing to furnish a new cheque based on the appropriate liability. I am not in breach and not liable to the Company in any manner and have no outstanding dues. 8. The Respondent immediately by its letter dated 23rd January, 2014, addressed to the Applicant recorded the talks held by the Applicant and his father with the Respondent and expressed surprise on the Respondent having received the said e-mail dated 21st January, 2014, from the Applicant inter alia informing the Respondent about the stop payment of cheque. The Respondent in its said letter dated 23rd January, 2014, categorically recorded as under: “Please note that if you stop attending work, we will be depositing cheque bearing No. 80553 dated 20-Nov-2013 for Rs. 4,00,000/- drawn on ICICI Bank Ltd. and in case the same is dishonoured we will be taking the necessary legal action and in that event, you shall be entirely liable for all the costs, and consequences resulting therefrom.” It is pertinent to note that the letter dated 23rd January 2014 addressed by the Respondent to the Applicant nowhere finds a mention in the above Application filed by the Applicant and the same is produced before this Court by the Respondent. 9. The Applicant by his e-mail dated 27th January, 2014, addressed to the Respondent has admitted that he along with his father post 3rd January, 2014, had talks with the Respondent with a view to arrive at a reasonable settlement amount. However no settlement could be arrived at and the Respondent insisted on the payments of Rs. 4,00,000/-, upon being informed that the Applicant instead of starting his own business has decided to work elsewhere. Paragraphs 2 and 3 of the said e-mail are relevant and reproduced hereunder: “Based on the various judgments by Indian Courts, I believe that the employment contract signed by me on 19-July 2013 is one sided and hence void. In the rare case where the employment contract is proven to be valid, the reasonable amount of compensation does not match up to Rs. 4,00,000 (Four Lakhs). In the rare case where the employment contract is proven to be valid, the reasonable amount of compensation does not match up to Rs. 4,00,000 (Four Lakhs). Hence I had no other option but to stop the payment on the cheque and if required, pay only after a litigation procedure. In my letter dated 21 – Jan-2014, I have mentioned that my liabilities do not match up to the amount 4 lakh. I do not deny my liabilities and as mentioned in the mail, I'm willing to furnish a new cheque based on the appropriate liability. I'm still open to paying Rs. 1,00,000 (One lakh) along with the salary of January 2014 towards full and final settlement.” (emphasis supplied) Therefore, the Applicant by his above e-mail dated 27th January, 2014, made it clear that he has stopped the payment since the employment contract signed by him is one sided and void and that the compensation amount of Rs. 4 lakhs was unreasonable. He has also made it clear that he is contemplating the litigation route and shall make payment, if required, only after embarking upon litigation. It is also pertinent to note that in the said letter the Applicant has admitted his liability to make payment but has stated that he is willing to furnish a new cheque based on the appropriate liability and offered to pay Rs. 1 lakh along with his salary of January, 2014 towards full and final settlement. 10. Since the Applicant admittedly stopped attending his duties from 1st February, 2014, the Respondent deposited the said cheque of Rs. 4 lacs for encashment. The same was dishonoured on the ground of stop payment by the Applicant. The Respondent instructed its Solicitors to issue notice to the Applicant under Section 138 of the Negotiable Instruments Act, which notice was prepared by the Solicitors. However, before the same could be dispatched to the Applicant, the Applicant sent his e-mail dated 28th February, 2014, to the Respondent wherein he agreed to pay the contract amount of Rs. 4 lakhs to the Respondent on terms set out therein. The contents of the said e-mail are reproduced hereunder: “Dear Mr. Kumar, 11. I agree to pay the contract amount of Rs. 4,00,000 (Four Lakhs only). 4 lakhs to the Respondent on terms set out therein. The contents of the said e-mail are reproduced hereunder: “Dear Mr. Kumar, 11. I agree to pay the contract amount of Rs. 4,00,000 (Four Lakhs only). Please confirm that on the realization of the above mentioned amount, you agree to release the following – 1) My relieving letter 2) My full and final settlement (including the salary for the month of January 2014) 3) Experience Certificate (not required if the tenure of employment is covered in relieving letter). After the payment of Rs. 4,00,000 (Four Lakhs only) I would not be liable to the Company in any way and have no obligations pending. It would be great if you could confirm at the earliest so I could come over tomorrow (1st March 2014) to hand over the cheque. Regards, Akshat Madan.” On the same day i.e. 28th February 2014, the Vice President, Human Resources, of the Respondent, by his e-mail addressed to the Applicant, accepted all the conditions suggested by the Applicant. The said e-mail reads thus: “Dear Akshat, I am agreeable to all the mentioned points here below. All the below mentioned points will be done on realization of the cheque. So you can come and give the cheque tomorrow. Regards, Lakshman Kumar Iyer Vice President, Human Resources” Again it is pertinent to note that both the e-mails dated 28th February, 2014, containing the settlement agreement are not mentioned in the above Application filed by the Applicant. 11. On 3rd March 2014, the Applicant sent an e-mail to the Respondent requesting them to courier the relieving letter along with the P.F. Form, at the address set out therein and also enquired when the Respondent would courier his cheque, as also when the full and final settlement cheque would be ready for collection. The Respondent by its letter dated 4th March, 2014, addressed a letter to the Applicant which letter is referred to as “Settlement Letter”, inter alia forwarding a cheque of Rs. 53,881/- to the Applicant towards full and final settlement of his dues. The Applicant was requested to acknowledge the receipt as a full and final settlement of all his dues with the Respondent by sending back a signed copy of the said letter to the Respondent, which the Applicant did. 53,881/- to the Applicant towards full and final settlement of his dues. The Applicant was requested to acknowledge the receipt as a full and final settlement of all his dues with the Respondent by sending back a signed copy of the said letter to the Respondent, which the Applicant did. The letter dated 4th March, 2014, was sent to the Applicant by the Respondent through courier and the Applicant too sent his acknowledgement back to the Respondent through courier. The above emails have not been mentioned by the Applicant in his above Application and the same are brought on record for the first time by the Respondent in its Affidavit-in-Reply. 12. It is only after receiving his dues, relieving letter and after joining the employment of a competitor company that the Applicant through his Advocate addressed a letter to the Respondent seeking to invoke arbitration as per Clause 22 of the employment contract. The Respondent vide its Advocate's letter disputed any reference to arbitration proceedings on the ground that the employment contract had come to an end and the arbitration clause no longer survived in view of the full and final settlement between the parties pursuant to which the Applicant had received his full dues to his complete satisfaction and without any protest from him. The Applicant thereafter filed the present Application under Section 11 of the Arbitration and Conciliation Act, 1996 (“the Act”) for appointment of an Arbitrator. 13. The learned Advocate appearing for the Applicant submitted that the dispute between the Applicant and the Respondent is arbitrable as the amount of Rs.4 lacs was paid by the Applicant under coercion. It is submitted that as per the Judgment of National Insurance Co. Ltd. vs. Boghara Polyfab Pvt. Ltd. ( 2009 (1) SCC 267 ), when there is a prima facie case of coercion and undue influence, the dispute should be referred to arbitration even when there has been a full and final discharge voucher. It is submitted that even assuming that there was no coercion, the dispute is arbitrable as Clauses 14 read with 19 and 20 of the employment contract are ab initio null and void. It is submitted that even assuming that there was no coercion, the dispute is arbitrable as Clauses 14 read with 19 and 20 of the employment contract are ab initio null and void. In support of this submission, the Applicant has relied on the decision of the Learned Single Judge of the High Court of Karnataka in the case of Prashant B. Narnaware vs. Vijaya Bank (Order dated 8th August, 2012 passed in W.P. No. 32844/2009(S-RES) and the Division Bench judgment of the Karnataka High Court in the case of K.Y. Venkatesh Kumar vs. BEML Ltd. (Judgment dated 9th December, 2009 passed in Writ Appeal No. 2736 of 2009). It is therefore submitted on behalf of the Applicant that the Application be allowed. 14. The Learned Advocate appearing for the Respondent has relied on the aforestated facts and has submitted that when there is an accord and satisfaction of the obligations between the parties, the arbitration agreement contained in the contract cannot be invoked to seek reference to arbitration. It is submitted that the decision of the Hon'ble Supreme Court in the case of National Insurance Co. Ltd. vs. Boghara Polyfab Pvt. Ltd. (supra) lends no assistance to the Applicant. It is submitted that except for a bald plea of coercion, the Applicant has placed no material on record to make out a prima facie case of coercion or undue influence. It is further submitted on behalf of the Respondent that the suppression of material on the part of the Applicant disentitles him to any relief. It is also submitted that the employment contract between the parties is not void or unconscionable and the decisions relied on by the Applicant would not be applicable since the facts in the said case are entirely different from the present matter. It is therefore submitted that the conduct of the Applicant is completely dishonest and the question of referring the alleged dispute to arbitration does not arise. 15. I have considered the facts of the case, submissions advanced by the Learned Advocates appearing for the parties and the case law cited by them. 16. From the aforestated facts it is clear that a dispute was raised by the Applicant immediately after forwarding his resignation letter dated 3rd January 2014 to the Respondent qua the entitlement of the Respondent to deposit and encash the said cheque of Rs. 16. From the aforestated facts it is clear that a dispute was raised by the Applicant immediately after forwarding his resignation letter dated 3rd January 2014 to the Respondent qua the entitlement of the Respondent to deposit and encash the said cheque of Rs. 4 lacs deposited with the Company by the Applicant. The Applicant and his father negotiated with the Respondent and submitted that the Respondent should charge a lesser amount. The Respondent made it clear to the Applicant and his father that it was entitled to the said amount of Rs. 4 lacs. The Applicant and his father thereupon informed the Respondent that the Applicant would reconsider the matter/decision. However the Applicant issued instructions to his Bankers to stop payment qua the said cheque of Rs. 4 lacs issued by the Applicant to the Respondent. The Applicant by his letter dated 27th January, 2014, informed the Respondent that he has given instructions to his Banker to stop payment in case the Respondent deposits the cheque of Rs. 4 lacs issued by him to the Respondent. By his said letter, the Applicant also contended that the Contract dated 16th July, 2013, signed by the Applicant was void and if required he would pay the amount only after “a litigation procedure”. The Applicant admitted his liability to pay a lesser amount to the Respondent and suggested to pay Rs. 1 lac plus his salary of January, 2014 towards the full and final settlement. The Respondent warned the Applicant that if he stopped attending his duties, the said cheque of Rs. 4 lacs shall be deposited and if the same was dishonoured upon being deposited by the Respondent, the Respondent shall take appropriate action in the matter. Since the Applicant had stopped attending his duties from 1st February, 2014, the Respondent deposited the said cheque of Rs. 4 lacs for encashment which was dishonoured on the ground of stop payment. The Respondent instructed his Advocates to issue notice to the Applicant under Section 138 of the Negotiable Instruments Act. However, before the notice could be dispatched, the Applicant by his e-mail dated 28th February, 2014, agreed to pay Rs. 4 lacs to the Respondent on certain terms and conditions. The Respondent by its email also dated 28th February, 2014, accepted all the conditions set out by the Applicant. The Respondent encashed the cheque of Rs. However, before the notice could be dispatched, the Applicant by his e-mail dated 28th February, 2014, agreed to pay Rs. 4 lacs to the Respondent on certain terms and conditions. The Respondent by its email also dated 28th February, 2014, accepted all the conditions set out by the Applicant. The Respondent encashed the cheque of Rs. 4 lacs and also complied with all the conditions of the Applicant viz. to pay him his pending dues, the issuance of relieving letter, etc. and a letter dated 4th March 2004 recording the full and final settlement, which was issued by the Respondent, to the Applicant and which was acknowledged by the Applicant. It is pertinent to note that the letters/emails dated 28th February 2014 constituting a settlement and the letters dated 3rd March 2014 and 4th March 2014 acknowledging the settlement, are for reasons best known to the Applicant, neither mentioned by the Applicant in his above Application, nor produced along with his Application. 17. Thus the Applicant after raising the dispute that the Contract entered into by and between him and the Respondent is void and the claim of the Respondent against the Applicant in the sum of Rs. 4 lacs is unreasonable, after prolonged correspondence including issuing threat to the Respondent to adopt the legal route, offered to pay an amount of Rs. 4 lacs on terms and conditions set out in his email dated 28th February 2014, which were accepted by the Respondent by its email dated 28th February 2014, and thereafter also implemented. In view of the settlement, the Respondent also did not proceed with the legal action for dishonor of the cheque of Rs. 4 lacs. After the voluntary settlement was arrived at between the parties, after negotiations and extensive correspondence, the contention now raised by the Applicant that he had agreed to encashment of the said cheque of Rs. 4 lacs under coercion is incorrect, unfair, unsubstantiated, contrary to the record, and a mere afterthought which cannot be accepted. In response to the Applicant's contention that he has a right to refer the purported dispute to arbitration, the Respondent in my view is correct in submitting that the arbitration clause no longer survives as there has been a full and final and voluntary settlement between the parties, and the Applicant has received full accord and satisfaction of his dues as set out hereinabove. Since the Applicant initially contended that he has gone through the Indian cases and according to him the contract between the Applicant and the Respondent is null and void and that he will pay the said amount of Rs. 4 lacs if required “only after the legal procedure” and has thereafter settled the dispute on conditions set out by him in his e-mail dated 28th February, 2014 and accepted by the Respondent on the same day and thereafter also implemented, the Applicant now cannot be heard to say that even if there is no coercion on the part of the Respondent, he has a right to refer the issue as to whether the contract executed by and between the Applicant was void. 18. In fact, in the case of National Insurance Co. Ltd. v. Boghara Polyfab Pvt. Ltd. (supra) the Hon’ble Supreme Court has at paras 28 and 29 (page 285) stated as under: “28. The classic definition of the term `accord and satisfaction' given by the Privy Council in Payana Reena Saminathan v. Pana Lana Palaniappa 41 IA 142 (reiterated in Kishorilal Gupta) is as under: The `receipt' given by the appellants and accepted by the respondent, and acted on by both parties proves conclusively that all the parties agreed to a settlement of all their existing disputes by the arrangement formulated in the `receipt'. It is a clear example of what used to be well known as common law pleading as `accord and satisfaction by a substituted agreement'. No matter what were the respective rights of the parties inter se they are abandoned in consideration of the acceptance by all of a new agreement. The consequence is that when such an accord and satisfaction takes place the prior rights of the parties are extinguished. They have in fact been exchanged for the new rights; and the new agreement becomes a new departure, and the rights of all the parties are fully represented by it. 29. The consequence is that when such an accord and satisfaction takes place the prior rights of the parties are extinguished. They have in fact been exchanged for the new rights; and the new agreement becomes a new departure, and the rights of all the parties are fully represented by it. 29. It is thus clear that the arbitration agreement contained in a contract cannot be invoked to seek reference of any dispute to arbitration, in the following circumstances, when the contract is discharged on account of performance, or accord and satisfaction, or mutual agreement, and the same is reduced to writing (and signed by both parties or by the party seeking arbitration): (a) Where the obligations under a contract are fully performed and discharge of the contract by performance is acknowledged by a full and final discharge voucher/receipt, nothing survives in regard to such discharged contract; (b) where the parties to the contract, by mutual agreement, accept performance of altered, modified and substituted obligations and confirm in writing the discharge of contract by performance of the altered, modified or substituted obligations; (c ) where the parties to a contract, by mutual agreement, absolve each other from performance of their respective obligations (either on account of frustration or otherwise) and consequently cancel the agreement and confirm that there are no outstanding claims or disputes.” 19. Thus, it is clear that where there is an accord and satisfaction of the obligations between the parties, the arbitration agreement contained in a contract cannot be invoked to seek reference to arbitration. In fact, the Hon’ble Supreme Court in the case of Boghara (supra) has noted that in its earlier judgments in P.K. Ramaiah v. NTPC (1999 (Supp) SCC 126), Nathani Steels v. Associated Constructions (1995) Supp (3) SCC 324), and State of Maharashtra v. Navbharat Builders (1994 (Supp) 3 SCC 83) it has held that after voluntary accord and satisfaction or discharge of the contract, there could be no arbitrable disputes. 20. 20. In fact, the reliance placed by the Applicant on the ratio in the case of Boghara (supra) is misplaced in the facts of the present case, for the reason that the Hon’ble Supreme Court in the said case, was concerned with cases where undated, blank or pre-printed forms are obtained prior to release of monies by Government bodies and public sector companies as is evident from the observations in para 49 page 293 of the said judgment itself, where the Court has held: “Obtaining of undated receipts-in-advance in regard to regular/routine payments by government departments and corporate sector is an accepted practice which has come to stay due to administrative exigencies and accounting necessities. The reason for insisting upon undated voucher/receipt is that as on the date of execution of such voucher/receipt, payment is not made. The payment is made only on a future date long after obtaining the receipt. If the date of execution of the receipt is mentioned in the receipt and the payment is released long thereafter, the receipt acknowledging the amount as having been received on a much earlier date will be absurd and meaningless. Therefore, undated receipts are taken so that it can be used in respect of subsequent payments by incorporating the appropriate date. But many a time, matters are dealt with so casually, that the date is not filled even when payment is made. Be that as it may. But what is of some concern is the routine insistence by some government Departments, statutory Corporations and government Companies for issue of undated `no due certificates' or a `full and final settlements vouchers' acknowledging receipt of a sum which is smaller than the claim in full and final settlement of all claims, as a condition precedent for releasing even the admitted dues. Such a procedure requiring the claimant to issue an undated receipt (acknowledging receipt of a sum smaller than his claim) in full and final settlement, as a condition for releasing an admitted lesser amount, is unfair, irregular and illegal and requires to be deprecated. 50. Let us consider what a civil court would have done in a case where the defendant puts forth the defence of accord and satisfaction on the basis of a full and final discharge voucher issued by plaintiff, and the plaintiff alleges that it was obtained by fraud/coercion/undue influence and therefore not valid. 50. Let us consider what a civil court would have done in a case where the defendant puts forth the defence of accord and satisfaction on the basis of a full and final discharge voucher issued by plaintiff, and the plaintiff alleges that it was obtained by fraud/coercion/undue influence and therefore not valid. It would consider the evidence as to whether there was any fraud, coercion or undue influence. If it found that there was none, it will accept the voucher as being in discharge of the contract and reject the claim without examining the claim on merits. ….”(Emphasis supplied) 21. In Boghara (supra) at para 53 page 296, the Hon’ble Supreme Court notes that in the facts of that case the settlement receipt taken by the insurance company was undated, and in a proforma furnished by the insurance company containing irrelevant and inappropriate statements. At para 54 page 296, the Hon’ble Supreme Court noticed that on the date on which the discharge voucher was obtained from the insured, admittedly the payment of the sum mentioned in the voucher was not made to the insured and it was made after receiving the discharge voucher and thus the contents of the discharge voucher stating that the payment was in full and final settlement of all the claims were false and not supported by consideration. 22. None of the aforesaid facts exist in the present case. In fact, the Supreme Court in Boghara itself, while referring to the judgments of P.K. Ramaiah and Nathani Steels at page 290, para 40 of Boghara (supra), has held that each case where allegations of coercion and undue influence are made the same must be considered on its own facts. 23. The Hon’ble Supreme Court in the judgment in the case of Union of India v. Master Construction Company (2011) 12 SCC 349 ) while applying the principles of Boghara supra, has at paragraphs 14 to 19 and 23 at pages 355, 356 and 357 held as under: “14. In Boghara Polyfab (P) Ltd. the consequences of discharge of the contract were also considered. In Boghara Polyfab (P) Ltd. the consequences of discharge of the contract were also considered. In para 25 (page 284), it was explained that when a contract has been fully performed, then there is a discharge of the contract by performance and the contract comes to an end and in regard to such a discharged contract, nothing remains and there cannot be any dispute and, consequently, there cannot be reference to arbitration of any dispute arising from a discharged contract, nothing remains and there cannot be any dispute and, consequently, there cannot be reference to arbitration of any dispute arising from a discharged contract. It was held that the question whether the contract has been discharged by performance or not is a mixed question of fact and law, and if there is a dispute in regard to that question, such question is arbitrable. 15. The Court in Boghara Polyfab case, however, noted an exception to this proposition. The exception noticed is that where both the parties to a contract confirm in writing that the contract has been fully and finally discharged by performance of all obligations and there are no outstanding claims or disputes, courts will not refer any subsequent claim or dispute to arbitration. Yet another exception noted therein is with regard to those cases where one of the parties to the contract issues a full and final discharge voucher (or no-dues certificate, as the case may be) confirming that he has received the payment in full and final satisfaction of all claims, and he has no outstanding claim. It was observed that issuance of full and final discharge voucher or no-dues certificate of that kind amounts to discharge of the contract by acceptance or performance and the party issuing the discharge voucher/certificate cannot thereafter make any fresh claim or revive any settled claim nor can it seek reference to arbitration in respect of any claim. 16. In SCC para 26 (pp. 284-85), this Court in Boghara Polyfab (P) Ltd. held that if a party which has executed the discharge agreement or discharge voucher, alleges that the execution of such document was on account of fraud/coercion/undue influence practised by the other party, and if that party establishes the same, then such discharge voucher or agreement is rendered void and cannot be acted upon and consequently, any dispute raised by such party would be arbitrable. 17. 17. In SCC para 24 (p. 284) in Boghara Polyfab Private Limited, this Court held that a claim for arbitration cannot be rejected merely or solely on the ground that a settlement agreement or discharge voucher has been executed by the claimant. The Court stated that such dispute will have to be decided by the Chief Justice/his designate in the proceedings under Section 11 of the 1996 Act or by the Arbitral Tribunal. 18. In our opinion, there is no rule of the absolute kind. In a case where the claimant contends that a discharge voucher or no-claim certificate has been obtained by fraud, coercion, duress or undue influence and the other side contests the correctness thereof, the Chief Justice/his designate must look into this aspect to find out at least, prima facie, whether or not the dispute is bona fide and genuine. Where the dispute raised by the claimant with regard to validity of the discharge voucher or no-claim certificate or settlement agreement, prima facie, appears to be lacking in credibility, there may not be necessity to refer the dispute for arbitration at all. 19. It cannot be overlooked that the cost of arbitration is quite huge most of the time, it runs in six and seven figures. It may not be proper to burden a party, who contends that the dispute is not arbitrable on account of discharge of contract, with huge cost of arbitration merely because plea of fraud, coercion, duress or undue influence has been taken by the claimant. A bald plea of fraud, coercion, duress or undue influence is not enough and the party who sets up such plea must prima facie establish the same by placing material before the Chief Justice/his designate. If the Chief Justice/his designate finds some merit in the allegation of fraud, coercion, duress or undue influence, he may decide the same or leave it to be decided by the Arbitral Tribunal. On the other hand, if such plea is found to be an afterthought, make-believe or lacking in credibility, the matter must be set at rest then and there. … 23. The present, in our opinion, appears to be a case falling in the category of exception noted in the case of Boghara Polyfab (P) Ltd. (p. 284 para 25). As to financial duress or coercion, nothing of this kind is established prima facie. … 23. The present, in our opinion, appears to be a case falling in the category of exception noted in the case of Boghara Polyfab (P) Ltd. (p. 284 para 25). As to financial duress or coercion, nothing of this kind is established prima facie. Mere allegation that no-claim certificates have been obtained under financial duress and coercion, without there being anything more to suggest that, does not lead to an arbitrable dispute. The conduct of the contractor clearly shows that `no claim certificates' were given by it voluntarily; the contractor accepted the amount voluntarily and the contract was discharged voluntarily.” (Emphasis supplied) 24. In the present case, as set out hereinabove, the conduct of the Applicant is totally unfair. He has entered into the employment of the Respondent with full knowledge of the terms and conditions and worked with the Respondent never once complaining of the terms of his employment. The Applicant is a highly educated person who was not in any way constrained to join the employment of the Respondent and has chosen the Respondent Company in preference to the other offers. The Applicant after raising objections as regards the Respondent's entitlement to encash the cheque of Rs. 4 lacs, has carried out negotiations with the Respondent and has thereafter suggested a settlement on terms set out by him in his e-mail dated 28th February 2014. The Respondent has accepted all his terms and the settlement is implemented. The Applicant thereafter chose to wrongly invoke arbitration on the basis of a bald allegation that he has accepted the settlement under coercion and proceeded to file the present Application suppressing material facts from this Court, which he cannot do for reasons set out in paragraphs 16 and 17 above. In the circumstances, if any relief is granted to the Applicant, the same would destroy the sanctity of a settlement agreement. 25. For the reasons stated hereinabove the present Application deserves to be dismissed and is accordingly dismissed with costs.