Kerala High Court
V.K.Haneefa vs Ibp Company Ltd on 23 January, 2014
Author: N.K.Balakrishnan
Bench: N.K.Balakrishnan
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT:
THE HONOURABLE MR.JUSTICE N.K.BALAKRISHNAN
THURSDAY, THE 23RD DAY OF JANUARY 2014/3RD MAGHA, 1935
RSA.No. 1305 of 2010 ( )
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AGAINST THE JUDGMENT IN AS 338/2008 of VI ADDL.DISTRICT COURT, ERNAKULAM
AGAINST THE JUDGMENT IN OS 1361/2006 of II ADDL.MUNSIFF COURT ERNAKULAM
APPELLANT(S)/APPELLANTS/IST PLAINTIFF:
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V.K.HANEEFA, S/O.KUNHAPPA,
L.P.MADAM, PIRAYIRI AMSOM, PALAKKAD TALUK
PALAKKAD DISTRICT
BY ADVS.SRI.GEORGE POONTHOTTAM
SRI.PHILIP T.VARGHESE
SRI.SUJITH MATHEW JOSE
SRI.MANOJ P.KUNJACHAN
RESPONDENT(S)/RESPONDENTS/DEFENDANTS AND 2ND RESPONDENT:-
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1. IBP COMPANY LTD,
IBP HOUE, 34 A, NIRMAL CHANDRA STREET
CALCUTTA-700013, REPRESENTED BY ITS, MANAGING DIRECTOR
2. THE SENIOR DIVISION MANAGER,
IBP COMPANY LTD, A2, CHAKOS CHAMBERS
3RD FLOOR, 40/2353, M.K.K.NAIR ROAD
PALARIVATTOM, COCHIN-682025
3. V.H.ANVAR, S/O.V.K.HANEEFA,
L.P.MADAM, PIRAYIRI AMSOM, PALAKKAD TALUK
PALAKKAD DISTRICT
BY ADV. SRI. P.GOPAKUMARAN NAIR & ADV. SRI. N.K. SUBRAMANIAN
AND ADV. SRI. C.S. DIAS (for R1 & R2)
THIS REGULAR SECOND APPEAL HAVING BEEN FINALLY HEARD ON
23-01-2014, ALONG WITH RSA. 1306/2010, RSA. 1307/2010,
RSA. 1308/2010, RSA. 1309/2010, RSA. 1320/2010, RSA. 1321/2010,
RSA. 1322/2010, RSA. 1323/2010, RSA. 1356/2010, RSA. 386/2012,
RSA. 540/2012, RSA. 541/2012, RSA. 542/2012, RSA. 544/2012,
RSA. 545/2012, RSA. 546/2012, RSA. 560/2012, RSA. 561/2012,
RSA. 565/2012, RSA. 566/2012, THE COURT ON THE SAME DAY
DELIVERED THE FOLLOWING:
CR
N.K.BALAKRISHNAN, J.
............................................
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309,
1320, 1321, 1322, 1323
and
1356 of 2010 , R.S.A. 386, 540, 541, 542,
544,545, 546, 560, 561, 565, 566 of 2012
............................................
Dated: 23rd January, 2014
COMMON JUDGMENT
The suits involved in the first 10 appeals were filed before the Munsiff's Court, Ernakulam. A common judgment was pronounced by the trial court in those cases. All those suits were dismissed by the trial court. Appeals filed against those decrees and judgments were dismissed by the appellate court as per a common judgment.
2. The suits involved in the next 10 cases were filed before the Principal Munsiff's Court -I, Kozhikode. All those suits were dismissed by the trial court. Appeals filed against those decrees and judgments also met with the same fate. RSA 386 of 2012 which is involved in the 21st item was disposed of by another learned Munsiff of R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 2 Kozhikode. That suit was also dismissed. The appeal against the same was also dismissed.
3. Suits in the first Batch were filed for a declaration that the second plaintiff therein, being the nominee of the first plaintiff, is the dealer of the 1st defendant Company for the Retail Outlet (hereinafter referred to as "RO") conducted in the plaint schedule property and for permanent prohibitory injunction restraining the defendants and their men and agents from entrusting the running of RO in the plaint schedule property by any person other than the plaintiff or appointing any other person as the dealer/contractor for conducting petroleum Retail Outlet in the plaint schedule property shown in the respective suits.
4. In almost all cases, one of the plaintiffs is the absolute owner of the properties mentioned in the respective suits. First defendant is a Company engaged in R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 3 the business of petroleum products. It was stated that applications were invited on behalf of the defendants through advertisement in news papers from land owners, their nominees and agents in prominent location for taking on lease suitable land for a minimum period of 15 years. It is stated that the owner of the land (one of the plaintiffs in the respective suits) submitted applications offering to give the plaint schedule property shown in respective plaints for lease.
5. Owners of the property were called by the second defendant (Sr. Divisional Manager of the first defendant Company) for discussion at his office and accordingly discussions were had. It was alleged that defendants offered to grant dealership of RO to be installed in the property of the plaintiffs or their nominees and thus the rent payable by the first defendant Company was requested to be reduced. Since the grant of dealership would be R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 4 beneficial to the owner of the land or his nominee, owner of the land agreed to reduce the rent to a considerable extent. The rent demanded and which was stated to have been reduced has been shown in respective suits.
6. According to plaintiffs, because of the representation that the dealership will be given to the owner of the land or his nominee, the rent was reduced. It was further alleged that the first plaintiff was called for a formal interview by defendants. The interview was conducted at Chennai. Later, defendants informed the plaintiff (owner of the land) that he had been selected by them for dealership of the new RO started in the plaint schedule property which was offered for lease by the owner of the land. Thus, according to the plaintiffs, they agreed to give the plaint schedule properties on lease to the first defendant Company and thus handed over possession of the land to defendants. The defendant thus established the RO R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 5 in the plaint schedule property and later it was commissioned. The date of commissioning has been mentioned in respective plaints. More than three months thereafter, the lease deed was executed by the owners of the land in favour of the first defendant Company and it was registered. After commissioning of the RO, it was functioning without any interruption.
7. According to the plaintiffs, agreements were entered into between the first defendant and the second plaintiff, who is the nominee, termed as Maintenance and Handling agreement (hereinafter referred to as M & H agreement). It was alleged that defendants assured them that such charges mentioned in the agreement had been necessitated due to their administrative reason. According to the plaintiffs, the second plaintiff is the regular and permanent dealer appointed for RO in the plaint schedule property. The understanding was that the nominee of the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 6 owner of the land would be appointed as the dealer of RO. There had been specific understanding between the owner of the land and defendants that the owner of the land or his nominee would be the holder of RO in the plaint schedule property.
8. In the first case, it was stated that on 22.09.2003, the nominee of the first plaintiff and defendants executed an agreement thereby the nominee was described as the contractor for running the Outlet in the plaint schedule property. That agreement was renewed periodically. It was further alleged that defendants agreed that it was understood by all the parties that the agreement was for enabling the plaintiffs to conduct dealership of Retail Outlet permanently since that was the practice of oil companies like the first defendant in the case of Company Owned and Company Operated Outlets (hereinafter referred to as COCO) to initially execute the agreement for a limited R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 7 duration and thereafter regularise the appointment as a 'dealer'. Thus plaintiffs contended that defendants appointed the first plaintiff as the dealer after being satisfied about his competence to be appointed as the dealer or running the Retail Outlet.
9. It is also contended that there was a representation and understanding with defendants that the appointment is as the regular-permanent dealer of retail outlet and that the terminology used in the agreement was worded so only in accordance with the prevailing practice and as per the guidelines issued for the selection of RO dealers. The suit was filed contending that plaintiffs reliably understood that defendants are contemplating to allot the Retail Outlets to others for running outlets. Thus the suit was filed for declaration and injunction as stated earlier.
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 8
10. The suit was resisted by the defendants contending as follows:
That the first plaintiff is the owner of the plaint schedule property is admitted. Property is in the possession of the first defendant Company as per the lease arrangement. Consequent upon the dismantling of administrative pricing mechanism with effect from 01/4/2002, the first defendant Company embarked upon expanding their retail network with a view to locate potential sites for setting up retail petrol outlets and for that the advertisement was published. The plaintiff/owner of the land responded to that notice. The site offered by him was found suitable. After discussions and negotiations, it was decided to take the plaint schedule property on lease for the purpose of setting up an RO. The rate of rent was fixed at the market rate prevalent in the area at the relevant time. The Company policy then provided for R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 9 appointment of land owners or their nominees as dealers wherever sites were found suitable for setting up of ROs and the land owners/nominees were found suitable for dealership. Defendants did not offer to grant dealership to the first plaintiff or his nominee as alleged in the plaint. The rent was fixed as it was fair, based on the market rate, at the relevant time. The allegation that the defendant had informed the first plaintiff that the second plaintiff (nominee to the owner of the land) has been selected by them for dealership, is denied. It is not correct that the first plaintiff had agreed to lease the land based on the award of dealership to the second plaintiff. The lease of land was a separate and distinct transaction. It was because of the lease arrangement the first plaintiff's nominee's name (2nd plaintiff) was considered and approved as per the Company policy prevailing at that point of time as M & H contractor. The Company was put in possession of the land based on R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 10 the lease agreement so that the work for setting up of RO could be commenced. The lease deed was executed and registered after the commissioning of RO. The rent fixed was paid with effect from the date of commissioning of the RO. There was no need or occasion for the Company to execute a dealership agreement with the plaintiffs. The 1st or 2nd plaintiff was not appointed as a dealer. The defendant never requested him to execute any dealership agreement. The RO is a COCO outlet. Such ROs are run either by the Company officials or under job contractorship. In such cases M & H contracts are given to suitable persons.
11. The prayer for declaration sought by the plaintiffs was turned down and all the suits were dismissed. The appeals filed by the plaintiffs were also dismissed.
12. Following are the substantial questions of law framed in this case :-
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 11
1) Did the courts below fail to consider the evidentiary value of Exts. A1, A5, A45, A46, A47 and A48 and also the oral evidence of P.W.12 ?
2) Can a party to a suit rely on a separate oral agreement when there is a subsequent written agreement pertaining to the same transaction?
3) Even if there was an oral promise are the appellants entitled to get a declaration of a legal character to the effect that based on that oral promise the appellants were conferred dealership of the respective retail outlet ?
4) Is the judgment of the lower appellate court vitiated on the ground of non-framing of all the relevant points for consideration ?
5) Does not the common judgment dated 8-7-2013 rendered by the Hon'ble Supreme Court in Civil Appeal No. 5228 of 2013 and other cases bind the appellants so far as it relates to the validity of changed policy (taken by the Ministry) covered by R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 12 the notification dated 6-09-2006 and the consequent actions taken pursuant thereto ?
6) Would the existence of a public policy give rise to legitimate expectation or can there be promissory estoppel or equitable estoppel ?
13. Question No.1: Ext.A1 is the letter dated 16.01.2003 sent to one Shaj Thomas, who is the second plaintiff in OS 1355/2006 of Munsiff's Court, Ernakulam. It is submitted by the learned counsel for the appellants that this letter was not considered by the courts below on the premise that the addressee therein is not a party to the suit. But it is seen that he is the second plaintiff in the suit. This letter has been very much relied upon by the learned counsel for the appellant in support of the submission that an assurance was made by the Oil Company that letter of appointment of dealership would be issued to the addressee in due course. But the learned counsel for the respondents would submit that even going by that letter it can only be R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 13 said that the land offered was selected by the Company for the new RO. It was further made clear that the letter of appointment would be issued only in line with the Company policy, that too, once the RO has reached the commissioning stage. Therefore, it is vehemently argued that no offer as such was given by the Company to the land owner or his agents or nominees that they would be given dealership for the new RO. It is further submitted that this letter was sent at an embryo stage and that ultimately after processing, it culminated into a concluded contract evidenced by written M & H contract. Nothing was stated about the offer or conferment of dealership and as such whatever was said earlier, prior to the written contract, can be given no legal effect for more reasons, than one, namely; that at the commissioning stage no dealership agreement was executed also; the agreement that was entered into between the parties does not speak of a dealership R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 14 agreement which would negative the plea that there was a similar oral contract.
14. Ext.A5 is the document produced by the plaintiff in OS 1361/2006 of Munsiff's Court, Ernakulam which was tried along with other suits. That letter was sent on 04.02.2003 to the plaintiff in that suit. There also the Company appreciated the fact that the site rented had been negotiated on the basis of "award of dealership to the plaintiff" as per the prevailing dealership policy. It was further stated that the plaintiff was qualified for a dealership as per the Company policy. But it is submitted by the learned counsel for the respondents that, in that letter also, it was made clear that the plaintiff's application was being processed. The plaintiff was further informed that the dealership-appointment letter will be issued by the Company as per the policy, only when the RO has reached the commissioning stage. Therefore, as stated above, R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 15 Ext.A5 does not speak of an offer made by one party or acceptance made by the other party. It was in the processing stage. The conferment of dealership was subject to the policy which would be in existence at the stage of commissioning of RO.
15. The learned counsel for the appellants has very much relied upon the oral evidence of PW12 who was stated to have issued Exts.A1 and A5 letters. The Company stoutly opposed the reception of these two documents and the relevancy and admissibility of the same. Though he had given some answers as suggested by the learned counsel for the plaintiff, during cross-examination P.W.12 turned volte- face.
16. In Exts. A1 and A5 there is no mention that any verbal commitment was made by the Company or by any officer authorised by the Company with regard to the grant of the dealership. It was admitted by PW12 that the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 16 appointment of dealers, appointment of managers and M & H contractors and selection of land owners were done as per the Company policy. It was also admitted that the first defendant Company did not give any letter or promise to the plaintiff that they would be given dealership. According to him the letter sent to the two parties was to the effect that it would be subject to the Company policy. He also admitted that plaintiffs cannot ask him to confirm the dealership as on the date of commissioning of the outlets. The plaintiffs also do not dispute the fact that the advertisements were caused to be effected or done by the first defendant Company only for the purpose of leasing out suitable land for establishing RO. Though it was contended by the plaintiffs that the M & H contractors had spent money, the evidence would clearly show that the amount was spent by the Oil Company only. It was admitted by PW12 and was not disputed by the plaintiffs also that the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 17 amount collected from M & H contractors during the supply of first load was only as a security deposit for the security of products supplied by the Company. PW12 further admits that he had not recommended the plaintiffs to be appointed as dealers of the first defendant Company. It was also admitted by PW12 that as per the directions issued by the first defendant Company he had kept policy on hold and because of the direction issued by the Company, none of the ROs in India were converted into dealerships. The admission as aforesaid made by PW12 during cross- examination would demolish the entire case set up by plaintiffs that by the letters obtained by plaintiffs from PW12 the conferment of dealership should be discerned.
17. Ext. A47 is the letter dated 10.9.1999, stated to have been sent by one K.L.Raghavan, Assistant Manager (Sales) to PW2, the plaintiff in OS 1366/2006 of Munsiff's court, Ernakulam, where also the Company informed the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 18 plaintiffs that the land offered by them was selected by the Company for development of an RO. The learned counsel for the appellants has very much relied upon one sentence in this letter which is to the effect that the Company had appreciated the fact that the site rental had been negotiated on the basis of award dealership to the plaintiff. But it was made clear that the dealership appointment letter would be issued by the Company depending upon the Company policies as and when implemented. Therefore, it is submitted by the learned counsel for the respondents that there was no verbal commitment or unequivocal or unconditional promise regarding the grant of dealership.
18. Defendants have disputed those documents. The person who was stated to have issued this letter has not been examined. It was stated that the person who was stated to have signed the letter was not in service at the relevant time. Even if the letter is accepted, it cannot be R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 19 said that there was any concluded simultaneous oral contract which can be enforced by a court of law. If a concluded oral contract is not proved, the question of granting a declaration to the effect that the dealership was granted to the land owner or his nominees does not arise at all since the declaration of the legal character sought to be claimed in the suit can only be founded on a contract enforceable under law. It is submitted by the learned counsel for the respondents that in fact, if there was a concluded simultaneous oral contract, the remedy open to the appellants is to sue for specific performance of that contract. If such a contract was there, the party setting up that contract must plead what are the terms and conditions agreed upon by the parties to that contract. The terms and conditions of such a contract are conspicuously absent in the pleading and evidence adduced by the appellants. If so, how could the plaintiffs seek for a declaration of legal R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 20 character as if the plaintiffs had been granted dealership by the respondent Company.
19. It is seen stated in Ext. A48 that the handing over of the plot with regard to Kottayam Sales area (shown in O.S. 1366/2006) where COCOs were commissioned or being commissioned was with a verbal commitment of handing over as dealerships to the landlord or his nominees depending upon the Company policies, as and when implemented. Therefore, it is pointed out by the respondents that whatever statements or verbal commitments even if there was any, was depending upon Company policies in existence at the time when it was to be implemented. But since all those offers, promises and other verbal commitments had culminated into a written contract, the letters or communications which were had between the parties prior to that contract can have no relevance since whatever was to be incorporated in the contract had R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 21 already been incorporated in the M & H contracts entered into between the parties. Plaintiffs have absolutely no case that such contracts are vitiated by any of the vitiating circumstances like fraud, undue influence, misrepresentation,coercion etc.
20. It is not very much in dispute that advertisements were published by the respondent Company only for the purpose of taking land on lease. Nothing was stated with regard to awarding of dealership in any of the advertisements so effected. It is so discernible from the evidence of DW1 and PW12.
21. It is also vehemently argued by the learned counsel for the respondents that Ext.A47 was not produced at an earlier point of time but only at the time of trial. No mention was made about Ext.A47 or Ext.A48 at an earlier stage and so it was contended that all these documents were subsequently obtained with the help of a person who R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 22 had once worked under the 1st defendant Company. Since the person who was stated to have issued these letters was not examined and since the admissibility and acceptability of those documents were seriously questioned no credence can be given to the same. No document was produced by plaintiffs to show that at the time of commissioning of ROs there was in existence any policy which obliged the Company to grant dealership to the owners of the land or their nominees. It was fully knowing the policy existing as on the date of entering into the written contract, the land owners executed the rent agreement and subsequently, the M & H contracts were entered into by the Company and the nominees of the land owners. The further fact that the Company itself had spent nearly 30 to 50 lakhs for putting up structures, super structures and for providing infra structure etc. would clearly show that the Company had acted based on agreements or contracts entered into R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 23 between the land owners and the Company, and the M& H contractors and the Company. The fact that it was the Company who spent money as aforesaid can be gathered from the admissions made by PW1 to PW11. Therefore, there can be no iota of doubt that the Company alone had spent money for the purpose as aforesaid. The oral evidence of P.W.12 or the documents referred to above were considered by the courts below though not in detail. However, it does not in any way help the appellants.
22. Questions 2 & 3 : M & H contracts were entered into only for a period of one year though extendable for another one year. That contract specifically enables the Company to terminate the contract at any time. Clause 7 of the M & H contract (one such contract is Ext.A3) stipulates that the M & H contractor shall have the right to enter the premises mentioned in that contract for the sole purpose of operating the retail outlet for sale of the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 24 products and render services stated therein and shall have no right, title or interest whether as owner, lessee, tenant or otherwise in the said premises. It was further made clear that he shall not be entitled to claim the right of lessee/tenant or any other interest in the premises or outlet.
23. Clause 9 of that agreement reads:
"Nothing contained in this Agreement shall be construed to prohibit the Company from making direct or indirect sales to any other person whomsoever or from appointing any other person for the purpose of direct or indirect sales at such place or places as the Company may deem fit. The M & H contractor shall not be entitled to any claim or allowance for any such direct or indirect sales."
24. It is in evidence that the required licences from the Controller of Explosives and other authorities for installation of the RO were obtained by the Company alone and not by the M & H contractor or the owner of the land. Clause 10 of Ext.A3 reads to the effect that the licence and the permission granted by the Company to the M & H contractor shall terminate immediately on the termination R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 25 of the agreement or on breach of any terms thereof.
25. Some documents were produced by the appellants before this court to show that the electricity charges, telephone bills, water charges etc were met or paid by the M & H contractor. It is pointed out by the learned counsel for the respondents that Clause 14 of the contract (Ext.A3) makes it clear that the Company has undertaken to reimburse reasonable administrative cost of telephone bills, electricity charges incurred for operation of the RO for dispensing products to the M & H contractor on submission of duly paid bills/vouchers. Therefore, the fact that the electricity charges or telephone bills were paid by the M & H contractor cannot confer on him any right other than what can be claimed by virtue of M & H contract. Clause 20 of Ext.A3 would also make it clear that various registers and/or records are required to be maintained by the M & H contractor.
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 26
26. Clause 27 of Ext.A3 reads:
"The M & H contractor shall not assign or transfer his/its obligations or benefits under this Agreement to any one nor shall appoint a sub-contractor for the said purpose. A responsible person on behalf of the M & H contractor should always be available at the said premises during working hours to supervise the work being undertaken at the retail outlet."
27. While Ext.A3 enables the Company to appoint any other person for the purpose of direct or indirect sales, the aforesaid clause prohibits the M & H contractor from assigning or transferring his obligation under the agreement (Ext.A3). There is a similar clause (Clause 35) which would also scuttle the plea raised by the appellants regarding the offer to grant dealership. A conjoint reading of Clauses 9, 27 and 35 would also make it indubitably clear that the right to terminate the contract and also to grant lease or sub lease to operate the RO was retained with the Company itself which contradicts the claim made by the appellants that they were offered dealership. When that was the written contract entered into between the parties R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 27 can the appellants byepass that written contract and adduce oral evidence to vary or contradict the terms thereof is the pertinent question that would stare at the appellants.
28. The appellants have not challenged the validity of the written lease agreement or the M&H contracts/ agreements entered into between the respective plaintiffs and the respondent Company. As such the plaintiffs are bound by the terms of that written contract. Contending that there was some other arrangement or verbal commitment the plaintiff wanted to vary or contradict the terms of the written contract. That apart, the alleged called oral promise or verbal commitment was made long prior to the execution of these written contracts. Hence, the written contracts, must be held to have superseded such oral promise or commitment. There is nothing to show that there was any concluded enforceable oral contract repugnant to the written contract. The offer, acceptance R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 28 and other commitments made by the parties must be deemed to have ultimately culminated in the formation or execution of a written contract. The plaintiffs are precluded from contending that there was a totally different oral contract between the parties. Even if it is permissible, the plaintiffs could not prove the existence of any such concluded oral contract.
29. I.A Nos 3456, 3457, 3458 and 3459 of 2013 are the applications filed by the respective appellants in RSA Nos. 1323, 1320, 1321 and 1322 of 2010. These applications are filed under Order 41 Rule 27 of CPC for reception of evidence at this stage.
30. In IA No.3456/2013 one document produced is the letter dated 15/12/1999 stated to have been sent by one K L Raghavan. There also there is a recital similar to the one contained in Ext.A47. The other documents are only the receipt of bills of electricity, water charges etc. which R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 29 may not have any reliance in the light of what have been already stated.
31. A few bills for having supplied diesel or petrol have also been produced. The argument vehemently advanced by the learned counsel for the appellants is that it was not a case of mere stock transfer but actually a sale evidenced by the invoice or bills and so it would run counter to the plea raised by the respondents that the plaintiffs were not dealers. But the learned counsel for the respondents would point out that in all the bills and invoices produced by the appellants, it was specifically noted that it was a COCO RO. Therefore, those letters also cannot come to the rescue of the appellants.
32. In the other three applications also similar documents were produced by the respective appellants. For the reasons aforesaid those documents also cannot alter the position nor can the appellants found their case of R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 30 grant or conferment of dealership based on those letters or bills.
33. The applications for reception of those documents have been opposed by the respondents by filing counter affidavits refuting the averments raised by the appellants in support of their applications. It was contended by the respondents that the land owners who had executed registered lease deeds in favour of the respondent/oil Company can have no legal right to be conferred with dealership. In view of the registration of the lease deeds and the terminable M & H contract the alleged promise even if it had been made by any of the officers of the Company stood overridden by the written contract. It is further submitted by the learned counsel for the respondents that the only idea in filing these applications at this stage is to some how or other get an order of remand so as to further protract the proceedings. R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 31
34. Since these documents were not produced at the trial stage and also because these documents are not necessary for the proper adjudication of the dispute involved in these appeals, I find no reason to receive the documents produced as per applications mentioned above. Hence, all these applications are dismissed.
35. As per section 92 of the Evidence Act, adduction of oral evidence is forbidden for the purpose of varying the contract. The decision of the Supreme Court in Roop Kumar v. Mohan Thedani - (2003) 6 SCC 595 has also been referred to. 40. It was held by the Hon'ble Supreme Court in the afore said decision thus:
"The grounds of exclusion of extrinsic evidence are
(i) to admit inferior evidence when law requires superior would amount to nullifying the law, and (ii) when parties have deliberately put their agreement into writing, it is conclusively presumed, between R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 32 themselves and their privies, that they intended the writing to form a full and final statement of their intentions, and one which should be placed beyond the reach of future controversy, bad faith and treacherous memory."
It is not a case where the appellants contend that the agreements executed were never intended to operate as an agreement but at the same time some other agreement altogether, not recorded in the document, was entered into between the parties. Since the terms of the contract were incorporated in the documents, Exts. A1 and A3, which are the lease agreement and M&H contract marked in one case (similar documents were marked in all the other cases), it cannot be said that those documents were never intended to be acted upon or were only sham documents.
36. In Bacon's Maxim Regulation 23, Lord Bacon said:
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 33 "The law will not couple and mingle matters of speciality, which is of the higher account, with matter of averment which is of inferior account in law."
Relying on the same it was observed by the Apex Court that it would be inconvenient that matters in writing made by advice and on consideration, and which finally import the certain truth of the agreement of parties should be controlled by averment of the parties to be proved by the uncertain testimony of slippery memory.
37. It was also held by the Apex Court in the same decision thus:
"It is likewise a general and most inflexible rule that wherever written instruments are appointed, either by the requirement of law, or by the contract of the parties, to be the repositories and memorials of truth, any other evidence is excluded from being used either as a substitute for such instruments, or to contradict or alter them. This is a matter both R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 34 of principle and policy. It is of principle because such instruments are in their own nature and origin, entitled to a much higher degree of credit than parol evidence. It is of policy because it would be attended with great mischief if those instruments, upon which men's rights depended, were liable to be impeached by loose collateral evidence."
38. Since the execution of those documents were admitted and as those documents were produced to prove the terms thereof section 92 of the Evidence Act would come into operation for the purpose of excluding evidence of any oral agreement or statement for the purpose of contradicting, varying, adding to or subtracting from its terms.
39. It was held by the Hon'ble Supreme Court in the aforesaid decision:
"Section 91 relates to evidence of terms of contract, grants and other disposition of properties reduced to form of document. This R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 35 section merely forbids proving the contents of a writing otherwise than by writing itself; it is covered by the ordinary rule of law of evidence, applicable not merely to solemn writings of the sort named but to others known sometimes as the "best-evidence rule". It is in reality declaring a doctrine of the substantive law, namely, in the case of a written cotract, that all proceedings and contemporaneous oral expressions of the thing are merged in the writing or displaced by it."
40. No dealership agreement was executed by the plaintiffs in any of the aforesaid cases. The lease agreements in O.S. No. 1366/2006 (R.S.A. No. 1307/2010) and O.S. 1387/2006 (R.S.A. No. 1323/2010) were executed on 1.11.1999 and 31.12.1999. In all other cases, the lease agreements were executed after 5.2.2003. Therefore, it is clear that the lease agreements were not executed during the window period, i.e., between 8.10.2002 to 5.2.2003. There can be no dispute regarding the fact that the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 36 landowners have no vested or legal right to claim appointment of themselves or their nominees as dealers of retail outlet. They can sustain their claim only if there was a concluded contract which would bind the respondent - Company. It is pointed out that so far as the lease deeds in O.S. No.1366/2006 and O.S. No.1387/2006 are concerned, they were executed in 1999 when the Administrative Price Mechanism was not even in contemplation by the authorities concerned. There is also no case for the appellants that there is any covenant in the lease agreement or in the M&H contract which obliges the Company to grant dealership to the M&H Contractors or to the owners of the land. The very fact that there is a stipulation in the lease deed, empowering the respondent - Company to sublet the premise to its agents or dealers and also to terminate the agreement given to the M&H contractors, would scuttle the plea that there was a R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 37 simultaneous oral contract or any other verbal commitment legally obliging or compelling the respondent - Company to grant dealership to the land owners or to their nominees.
41. It is also argued by the learned counsel for the respondents that the lease agreements were executed in all the cases except in two cases in the year 2003. The suit was filed only in the year 2006. Had there been any promise or verbal commitment as alleged by the plaintiffs then they would not have waited for nearly three years for filing the suit projecting a plea of simultaneous oral promise or contract. According to the respondents, that conduct of the plaintiffs itself will falsify the plea that there was simultaneous oral contract.
42. The first proviso to Section 92 says that any fact may be proved which would invalidate any document, or which would entitle any person to any decree or order relating thereto; such as fraud, intimidation, illegality, want R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 38 of due execution, want of capacity in any contracting party, (want or failure) of consideration, or mistake in fact or law.
43. The bar imposed by Section 92 (1) applies only when a party seeks to rely upon the document embodying the terms of the transaction. In that event the law declares that the nature and intent of the transaction must be gathered from the terms of the document itself and no evidence of any oral agreement or statement can be admitted as between the parties to such document for the purpose of contradicting or modifying its terms.
44. It was held by the Hon'ble Supreme Court in Gangabai v. Smt. Chhabubai - AIR 1982 SC 20:
"The sub-section is not attracted when the case of a party is that the transaction recorded in the document was never intended to be acted upon at all between the parties and that the document is a sham. Such a question arises when the party asserts that there was a different transaction altogether and what is recorded in the document was intended to be of no consequence whatever. For that purpose oral evidence is admissible to show that the document executed was never R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 39 intended to operate as an agreement but that some other agreement altogether, not recorded in the document was entered into between the parties".
45. Learned counsel appearing for the respondents would submit that so far as the case on hand is concerned the alleged oral agreement was prior to the written agreement admittedly entered into between the respective plaintiffs and the defendants. It is not a case where subsequent to the execution of the written contract an oral agreement was also had between the parties. Here the factual position is entirely different. The nature and intent of the transaction must be gathered from the terms of the agreement itself and no evidence of any oral agreement or statement can be admitted as between the parties to such document.
46. The decision in Parvinder Singh v. Renu Gautam and Others - (2004) 4 SCC 794 has been relied upon by the learned counsel for the appellants. The facts R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 40 dealt with therein are also entirely different. That was a case where, in order to circumvent the provision relating to the sub tenancy, a device was adopted by the tenants entering into a partnership deed. In the circumstances of that case it was held that the landlord is not excluded from demonstrating the untrue or collusive nature of the document or the fraudulent or illegal purpose for which it was brought into being because so far as that agreement is concerned, the landlord is a stranger.
47. In the case on hand, the written agreement was between the plaintiffs and the defendants and so the plaintiff is not a stranger to the contract. The plaintiffs with open eyes entered into such an agreement knowing fully well the terms thereof and therefore, they are estopped from contending that they are not bound by the terms of the written contract. The facts dealt with in Parvinder Sing's case (supra) have no application to the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 41 facts of these cases.
48. Question No. 4: It is also vehemently argued by the learned counsel for the appellants that proper issues were not framed by the trial court and the points formulated by the appellate court are also not relating to the actual controversy between the parties. Therefore, it is argued that unless the issues are properly framed or points are properly formulated, the decision rendered in such cases cannot be said to be legal.
49. The decision of the Bombay High Court in Anita M. Hrretto v. Abdul Wahid Sanaullah - AIR 1985 Bombay 98, has been relied upon by the learned counsel for the appellants. In that case the appellate judge formulated the sole point as ; whether the judgment and decree of the trial court are liable to be set aside ?. Hence, it was held by the High Court that the points for determination formulated by the appellate judge was R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 42 hopelessly inadequate and inaccurate and in a highly unsatisfactory manner.
50. The learned counsel for the appellants would submit therefore that the learned appellate judge framed the points for determination in so vague and indeterminate manner, that his attention was not brought to bear upon the relevant provision of law based on which the court of first instance passed the impugned order. Order 41 Rule 31 of C.P.C. mandates that the judgment should state the points for determination. Though in the judgments of the lower appellate court, the points are not seen formulated as required under Order 41 Rule 31 (a), the lower appellate courts have discussed each of the points separately which would sufficiently indicate that the appellate courts have focused their attention to determine each and every point that was pressed into service by the appellants at the time of argument and as such it cannot be said that only vague R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 43 questions were formulated. Therefore, it cannot be said that the lower appellate court did not consider each and every point pressed for consideration at the time of argument. But on going through the judgments, it can be seen that the lower appellate courts have disposed of the appeals after taking note of the argument advanced, the points arising from the arguments and other materials though the points were not seen properly formulated. But that cannot be a reason to say that the judgments rendered by the lower appellate courts are vitiated by illegality. Of Course, the lower appellate court should not have forgotten the legal requirement of formulating the points in the manner required by law. The decision of the Andhra Pradesh High Court in Iruvanti Gopinatha Rao & Others v. Vadlapudi Narayana and Others - 1997 (2) ALT 785 which is also in line with the decision cited supra has been relied upon. There, it was held that even R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 44 if points for determination are not formulated in the judgment , if the appellate judge has considered all the disputed questions and recorded its finding thereof, it will be substantial compliance. Whether it is concurring or reversing the judgment, it is necessary for the appellate court to consider evidence and give its decisions in accordance with Order 41 Rule 31 CPC. The decision of the Andhra Pradesh High Court in Viyyapu Danayya v. Peethala Appa Rao & Ors. - 1997 (3) ALT 266 has also been relied upon where also, the lower appellate court formulated only a point whether the judgment and decree of the learned Munsiff is liable to be set aside which does not satisfy the requirements of Order 41 Rule 31 of the Code which squarely envisages that the judgment of the appellate court shall state the points for determination, the decision thereon, the reasons for the decision, and if the decree appealed from is reversed or varied, the relief to R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 45 which the appellant is entitled.
51. It is the duty of the appellate court to acquaint himself with the nature of the dispute between the parties and to frame the points for determination. If a bald point for determination is framed by the lower appellate court, one is justified in commenting that the lower appellate court has not addressed itself to the real issues in controversy. Similar was the view taken by the Bombay High Court in Khatunbi Wd/O Muhammed Sayeed v. Aminabi , W/o. MohammedSabir - 2006 (6) MHLJ 759. It was held that the points for determination have to be formulated in order to enable the court to identify the exact points for controversy in the matter and with reference to those points the court has appreciated the evidence led by the parties. Expression of general agreement with the findings recorded in the judgment under appeal should not be a device or camouflage adopted by the appellate court R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 46 for shirking the duty cast on it. Though the learned counsel for the appellant would submit that a perusal of the judgment rendered by the appellate court would disclose that the appeals were disposed of by the appellate courts without complying with the provisions of Order 41 Rule 31. I do not agree with the same. There was proper consideration of the points in dispute. Hence, this point is also answered against the appellants.
52. Question No. 5 & 6: Raising similar disputes the land owners and M & H Contractors had filed Writ Petitions before the High Court of Delhi. All those Writ Petitions were disposed of by that court as per judgment dated 8.2.2008. The common judgment rendered by the High Court of Delhi was relied upon by the respondents before the trial court to fortify their contention that pursuant to the notification dated 6.9.2006 the oil companies had issued advertisements/ invited applications R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 47 for allotment of retail outlets. After considering the various contentions raised in the Writ Petitions it was held by the High Court of Delhi that almost all the petitioners before that court had sought for quashing of notification dated 6.9.2006 issued by the Government of India, Ministry of Petroleum and Natural Gas, New Delhi. It was contended before that court that the said notification is not applicable to the cases of land owners/M & H Contractors in as much as, allegedly the land owners or their nominees mentioned therein were given retail outlets under the 'land owner category' in terms of the policy guidelines for selection of retail outlets/dealers in the de-regulated scenario. Those petitioners sought for an order restraining the oil companies from enforcing and implementing the said notification dated 6-09-2006. But all those Writ Petitions were dismissed by the High Court of Delhi.
53. This judgment was very much relied upon by the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 48 learned counsel for the respondents to fortify his submission that it was the very same policy covered by the notification dated 6.9.2006 issued by the Union of India, Ministry of Petroleum and Natural Gas which is attached in these cases as well. It was noticed that till 31-03-2002 only public sector oil companies were entitled to market petroleum products in retail. With effect from 1.4.2002 Administrative Price Mechanism (APM) was to be dismantled. It was noticed that on dismantling of APM, Dealer Selection Board could be dissolved and certain amount of freedom could be given to the oil companies to frame and follow their own policies to be competitive. Accordingly, guidelines were framed by the Ministry of Petroleum and Natural Gas to ensure that the Public Oil Companies are able to meet the challenges of post dismantling of APM with effect from 1.4.2002. Thus it was decided that oil companies would purchase land or take R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 49 land on long lease and set up petrol pumps and operate their own retail outlets. Such outlets were named as "Company - owned-Company-operated outlets / "COCO" outlets. It was further decided that the land owners were to be selected by selection process and M & H Contractors were appointed to operate these outlets. It was decided that M&H contractors were to be selected independently and such contract was to be for a period of one year, extentable by another year. It was noticed that by the notification issued earlier it was not able to formulate any policy on COCO outlet and as such ad hocism was prevailing and there was absence of uniformity and consistency. It was decided that the companies should operate permanent COCO outlets through their own officers and no labour contractor should be appointed for permanent COCO retail outlets. It was further decided that temporary COCO outlets were to be phased out within a R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 50 period of one year by appointing a dealer or issuing Letter of Intent.
54. In that case it was held by the High Court of Delhi that the parties were fully aware of the implications of the conditions in the agreement and it was knowing fully well the land owners submitted their applications and on acceptance of their offers they consciously executed the lease deeds which did not contain any assurance for creation of any relationship of permanent dealership under the oil companies.
55. In the cases on hand also the written M&H contract and lease agreements will make it indubitably clear that there had been no assurance for creation of any relationship of permanent dealership under the oil companies. The documents would show that there was only a lease deed entered into between the Oil Company and the land owners and with regard to the operation of the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 51 retail outlets it was governed by the M&H Contracts. It was only for a limited period of one year, extendable by another one year. There was a clause in the lease agreements granting liberty to the oil companies to create sub-lease. It was stipulated that the owner of the land would have no objection if someone else is appointed as a dealer. The relevant clauses have already been quoted by me earlier. All these aspects were considered by the High Court of Delhi.
56. The learned Sr. counsel appearing for the respondents has relied upon the common judgment rendered by the Hon'ble Supreme Court in those cases. The genesis of the claim for dealership arose out of policy/MDOPM No. 3191/2002 dated 8-10-2002 for selection of retail outlet dealers. It was contended that till 1998, the production and marketing of petroleum products were under the control of the Ministry of petroleum and Natural R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 52 Gas and were executed through public sector oil companies. In 1998 the Central Government decided to partly deregulate the production, supply and distribution of petroleum and indicated 2002 as a cut-off year to completely deregulate the production and supply of petroleum and petroleum products. The Central Government again took steps to make certain changes with regard to the functioning of Natural Oil and Gas Companies under the Market Driven Pricing Regime and to work out the modalities of setting up petrol pumps on natural and State Highways which led to the creation of the concept of Company owned /Company Operated Outlets (COCO) as a means to enable National Oil Companies to run and operate their own outlets which were to be run as model retail outlets. A uniform policy was formulated for manning and controlling of outlets.
57. It was contended that the Company had earlier R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 53 recommended that the dealership be given to the appellants in those cases and directed that letter of intent be issued in favour of the appellants. While so, on 5-2-2003 the policy adopted on 8-10-2002 was suspended. It was also contended that as an interim arrangement, a nominee of such aspirants be appointed as Maintenance and Handling Contractors (M & H) to run the petrol outlets. There was an assurance that those appellants be offered their land on lease to the Oil Company subject to the condition that the monthly rental of the land would be paid. Pursuant thereto a contract for maintenance and handling was executed between the Oil Company and the Aspirants/the appellants mentioned therein. It was contended before the Hon'ble Supreme Court that on the basis of the then existing policy the Oil Companies had offered full dealership to the land owners and caused such land owners to act on their position to their disadvantage and so the Oil R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 54 Companies are estopped from going back on their promise.
58. It was also contended that in most cases, the rates at which the land offered to the Oil companies were extremely low and did not reflect the market rental of such lands. This, according to them which was one of the indications that a promise had been made to the land owners that they would be granted dealerships in respect of the said lands, in tune with the policy, which had been earlier declared by the Oil Companies.
59. The further contention raised before the Apex Court was that the landlords had invested large sums of money for preparing the land offered for operating the retail outlets of petroleum and petroleum products, ostensibly on the premise that they would be granted dealership for running the said outlets and so it would not be unreasonable to accept the case of the appellants that such expenditure was incurred in lieu of such promise. But R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 55 the contention raised by the appellants herein that they had spent huge sum of money for putting up constructions, installations etc. have been stoutly opposed by the learned Sr. counsel appearing for the respondents.
60. In all the cases, the very same contention was raised by the respondents. The evidence is clear and cogent that the entire amount for the said purpose was borne by the Oil Companies and that no amount was spent by any of the land owners or their nominees. Therefore, the attempt to draw sympathy on the alleged ground that they had spent money for making available the land for the retail outlet is totally ill-founded.
61. It was contended before the Apex Court that the land owners had been persuaded to enter into long term lease agreements, at nominal rents, on the assurance that their nominees would be appointed as M&H Contractors of the different COCO Units pending the decision to grant R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 56 full dealership in respect of such retail outlets. Hence, the contention that was raised by the appellants before the Apex Court was that the party who had acted on a representation made by the Government or the Oil Companies should be bound to carry out the promise made by it, though not recorded in the form of a formal contract. It was further contended before the Hon'ble Supreme Court that having held out a promise to grant a dealership to the various appellants in respect of the lands offered by them for setting up retail outlets for the sale of petroleum and petroleum products and having acted thereupon just prior to the stage of grant of letters of intent, it was no longer available to the Oil Companies to renege on their promise, particularly, when the aspirants for dealership had altered their position and had spent enormous sums of money to make the sites ready for setting up the retail outlets. Such a plea cannot be sustained in these cases for the reasons R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 57 already stated. It was also vehemently argued before the Apex court that where lands had been taken on lease on the assurance that the land owners would be appointed as the dealers in due course and that till then the retail outlet would be treated as a COCO unit to be run by a nominee of the land owner and notwithstanding the change in policy guidelines regarding the allotment of dealership in favour of the land owners, the doctrine of promissory estoppel and of legitimate expectation would apply. Though such a view was taken by the High Court of Karnataka, that was held against by the Hon'ble Supreme Court in the batch of Appeals referred to above. The appellants before the Hon'ble Supreme Court had also referred to the certain letters termed as 'comfort letters', where the lease deeds had been executed prior to 8-10-2012, assuring the land owners of the demised plots that they would enjoy the right of first refusal if COCO outlets set up on their lands were to R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 58 be converted into dealership.
62. The decision of the Apex Court in Union of India v. M/s. Indo-Afgan Agencies Limited - (1968) 2 SCR 366, Motilal Padampat Sugar Mills Co. Ltd. v. State of Uttar Pradesh and Others - (1979) 2 SCC 409, Union of India and Others v. Godfrey Philips India Limited (1985) 4 SCC 369, were followed by the Hon'ble Supreme Court in State of Bihar v. Kalyanpur Cement Limited - (2010) 3 SCC 274. There it was held that in order to invoke the doctrine of promissory estoppel or equitable estoppel it has to be established that a party had made an unequivocal promise or representation by word or conduct to the other party which was intended to create legal relations or affect the legal relationship to arise in future and that the party invoking the doctrine has altered its position relying on the promise. It was held by the Hon'ble Supreme Court that there was no such promise or R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 59 conduct on the part of the Oil Companies which had altered the position of the appellants so as to apply the doctrine of promissory or equitable estoppel.
63. In paragraph 37 of the common judgment of the Apex Court (supra), it was pointed out that some of the applications for dealership had been made during the period between 8-10-2007 and 5-2-2003 making them eligible for being considered for grant of dealership on the strength of the policy, which was then prevalent and was subsequently stayed on 5-2-2003 and was replaced by the decision taken on 6-9-2006 to phase out the existing COCO Units.
64. It is vehemently argued by the learned counsel appearing for the appellants that the Oil Companies resiled from the earlier promise on the premise that there was change of policy but that policy was not produced by the respondents. Since that policy document is with the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 60 respondents it was their duty to produce the same and they should not have waited for an application to be filed by the plaintiffs for causing production of the same, it is argued. The learned Senior counsel for the respondents would submit that since the plaintiffs have come forward with a case that they are entitled to get a dealership license granted in their name it is for them to plead and prove by producing all documents necessary for sustaining their claim. The question of production of the policy document does not arise at all since the appellants founded their case on the alleged simultaneous oral contract and so they should win or lose on proof or otherwise of the plea so raised by them and for that purpose there was no necessity for production of the policy. Even if for any reason the plaintiffs/appellants wanted to have that policy produced in court, to say that there was no change of policy or that the change of policy was detrimental to the interest of the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 61 persons to whom the Oil Companies had made promises or contracts, then it was the duty of the plaintiffs to have applied to the court directing the respondents to cause production of any such document. No such petition was filed in any of the cases before the Ernakulam Court or before the Kozhikode Court where the batches of cases were dealt with.
65. It is contended by the respondents that once an agreement is entered into, the parties are bound by the terms of the agreement which extinguishes any claim of promissory estoppel which may have arisen prior to the signing of the agreement. That written agreement would destroy any promise that might have been made before the aforesaid offer was made by the appellants to lease out the land to the Oil Companies to establish a petrol pump and to run it in any manner it liked. Certain terms and conditions agreed upon by the parties had been incorporated in the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 62 agreement itself and as such the parties are bound by the agreement.
66. There is no case for any of the appellants that the M&H contract and other agreements entered into between the appellants and the Oil companies were vitiated by fraud, misrepresentation, undue influence or coercion nor is there any case for any of the appellants that the written contracts were only sham documents and were never intended to be acted upon. Hence, how can the appellants put forward a new oral contract when the contract was already reduced to writing and its validity is unquestionable. It is contended by the respondents that as per the M&H contracts, nominees would have no claim on the retail outlet dealership at any time and would not seek any legal help at a future date to stall smooth handing over of the site as and when desired. It is also contended by the respondents that in none of the documents relied upon R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 63 by the appellants there is any foundation laid in support of the assertion that a separate oral contract had been entered into to the effect that the dealership would be given to the land owners or their nominees or that the awarding of M & H contract was only an interim measure.
67. The appellants placed much reliance on Exts.A1, A5, A14, A 47 and A48 which according to them would buttress their contention that an offer was made by the Oil companies that the appellants would be given dealership license. The validity, acceptability and admissibility of those documents have been seriously assailed by the respondents.
68. It was contended by the respondents that in order to establish a claim of promissory estoppel it must be proved that there was a definite promise and not any vague offer which could not be enforced. The letter (Ext.A1) purported to have been issued by the Oil R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 64 Companies would have no avail, for the alleged promise made in such letters does not constitute a promise which could be enforced. It is further pointed out that even in those letters it was specifically mentioned that it would depend upon the policy decision. Not only that those letters were issued long prior to the execution of the written contracts/agreements referred to earlier. Therefore, all those promises or commitments can have no effect at all when the terms of the contract were subsequently reduced to writing and the parties signed those agreements with open eyes knowing fully well the contents of the same. The plea that the parties simply signed those agreements without understanding the real import or purport of the same cannot be accepted at all. There is no such evidence also.
69. It was held by the Hon'ble Supreme Court (in the batch of cases referred supra) that the case of the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 65 appellants in most of the cases was based on the doctrine of promissory estoppel on the basis of a promise apparently made by the respondents to the land owners that they would be granted dealerships in lieu of the lands offered by them for setting up of the retailed outlets. It was held that there was sufficient evidence to indicate that initially negotiations had been conducted by the Oil Companies with aspiring land owners that in lieu of the lease to be granted they would be provided with dealership. Upon deregularisation of the distribution of petroleum products, the Oil companies issued guidelines dealing with the procedure for locations outside the marketing plans. It was also stipulated that for the purpose of selection the dealership would be categorised as indicated in the guidelines.
70. The concept of Company Owned and Company Operated Outlet (COCO Units) was sought to be R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 66 introduced w.e.f. 6-09-2003 in supersession of the earlier policy dated 8-10-2002 . There is no acceptable evidence to show that there was any understanding or contract that once the earlier policy was restored, the land owners would be given the option for having the COCO Units converted into regular Retailed Outlets. The concept of a dealership in respect of a Retailed Outlet is inconsistent with that of a COCO Unit.
71. Dealership license confers the right on the dealer to independently operate the retail outlet, but in the case of COCO Unit the entire set up of the retail outlet is owned by Oil Companies and only the day-to-day operation thereof is outsourced to M&H Contractor. With the discontinuance of the earlier policy of granting dealerships in respect of retail outlets and by the introduction of a new policy awarding M&H contracts in respect of the COCO outlets, the land owners who had entered into fresh lease R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 67 agreements with the Oil Companies cannot claim any right on the basis of the earlier policy in the absence of any written contract in support thereof.
72. Learned counsel for the appellants would submit that the letters like Exts.A1, A5 ,A47 and A48 would clearly show that such letters did amount to confirming or conferring dealership to the owners of the lands where the installations were made and so the position in the cases on hand is entirely different from the cases dealt with by the Hon'ble Supreme Court in the batch of cases referred to earlier. But the contention raised by the appellants that there was a promise or commitment made by the Oil Companies cannot hold good because leases had been granted by the land owners on definite terms and conditions without any indication that the same were being entered into on a mutual understanding between the parties that dealership would be given to the land owners or their R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 68 nominees.
73. The learned counsel for the appellants would submit that the respondents cannot press into service the decision of the Hon'ble Supreme Court in the batch of cases referred to above since all those cases were dealt with in the Civil Appeals which arose out of Writ Petitions whereas the appeals in these cases arose out of the suits which were founded on the oral contract set up by the plaintiffs. It is vehemently argued by the learned counsel that the suit is for a declaration of the legal character of the plaintiffs/appellants as dealers of the petrol pumps referred to in various cases and so the plaintiffs can establish that there was a promise to grant dealership to the plaintiffs and if there is evidence to prove that there was such a contract, the plaintiffs are entitled to get a declaration regarding the legal character as dealers which has nothing to do with the cases dealt with by the Hon'ble R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 69 Supreme Court in the batch of cases referred to earlier.
74. It is submitted by the learned counsel for the appellants that their case is not founded on the doctrine of promissory estoppel or equitable estoppel or legitimate expectation dealt with by the Hon'ble Supreme Court but only based on the simultaneous oral contract. The contention that no arguments were addressed before the courts below regarding the doctrine of promissory estoppel or legitimate expectation and so the courts below were not right in venturing into those aspects cannot be countenanced at all. It is seen that the arguments were addressed before the Munsiffs at Ernakulam and Kozhikode and also before the appellate courts Ernakulam and Kozhikode. The contention that the courts below simply went into the question whether the promissory estoppel arises or not without any argument being addressed by the learned counsel appearing for the parties before the courts R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 70 below is factually incorrect. In fact in R.S.A. 386/2012 and 10 other appeals (R.S.A. Nos. 566, 565, 561, 560, 546, 545, 542, 541, 540 and 544 of 2012 ) one substantial question raised by the appellants is with respect to the legitimate expectation and promissory estoppel. The contention that no such arguments were addressed before the courts below cannot thus be accepted at all. However, in view of the submission now made by the learned counsel for the appellants that their claim is not founded on the doctrine of promissory estoppel or equitable estoppel it is not necessary to delve much on that aspect. There is nothing on record to show that any such promise or commitment was made by the Oil Companies which caused such land owners to alter their position to their disadvantage.
75. The only plea that survives for consideration is whether there was simultaneous oral contract. The learned counsel for the appellants would submit that the courts R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 71 below did not address themselves to the plea so raised by the appellants. But what are the terms and conditions of that oral contract are absolutely silent in the pleading and evidence. There cannot be any oral contract without the terms being so clear, precise and certain. Simply by saying that there was a promise that the license would be given to the land owners or the licensees, the appellants cannot sustain their claim. It is argued that if in fact there was any agreement to do or omit to do a particular thing, the remedy open to the appellants is to sue for specific performance of the contract so entered into. The suit is not for specific performance. But the learned counsel for the appellants would submit that when the suit is for declaration as to the legal character that would take within it the enforcement of the oral contract relied upon by them. I cannot agree.
76. The lease agreements executed by the land R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 72 owners and the Oil Companies are in the same form. In one of the cases it is marked as Ext.A1. Similar agreements were executed by the land owners on various dates. But there is no dispute as to the nature or content of the lease agreements entered into between the parties. According to the land owners (one or some of the plaintiffs in each suit), they nominated M & H Contractors, (who were also impleaded as plaintiffs), for the purpose of running the outlets and for entrusting the dealership. According to them, defendants had represented that under the existing guide lines it will be difficult for them to straight away enter into dealership agreement and instead a contract would be entered into initially for a period of one year with an understanding that it will be extended from time to time till a pacca dealership agreement is executed. According to them, till the execution of such a pucca dealership agreement, the outlet would be known as R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 73 COCO Retail Outlets (COCORO) and accordingly, the persons nominated by the land owners applied for appointing them as M& H Contractors in respect of the various outlets. As stipulated they also filed affidavit on a stamp paper of Rs. 100/- each and process fee was also paid. According to them, though such retail outlets were run in the respective plaint schedule properties as COCO Outlets, for all practical purposes it was being run by the plaintiffs as if they were actually the dealers or that they obtained the dealership license.
77. The plaintiffs further contented that they were under the legitimate and reasonable expectation that they would be granted dealership and that a dealership agreement would also be entered into in due course. Thus, they contend that unless there had been such an offer or promise they would not have let out the property shown in the schedule to the plaint which are situated in prime R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 74 localities, for nominal rent. The defendants on the other hand contend that the rent fixed was reasonable and fair taking into account the rate prevalent in the locality at the relevant point of time. There was stipulation for quinquennial enhancement. The respondents would further contend that there is absolutely no evidence to show that the rent which would have fetched at the time of entering into the contract was much more than what was stipulated as per the lease agreement. Though it is contended by the plaintiffs that they agreed to lease out the premises on a nominal rent only on the assurance and understanding given by the defendants, by their conduct and representation that the dealership would be conferred on them or their nominees, that contention remained in the realm of pleadings or suggestions alone. In other words, there is no legal foundation to sustain such a plea. Similarly, though it was contended that by such R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 75 understanding, assurance and representations the defendants induced the plaintiffs to let the plaint schedule property for a nominal rent under the legitimate expectation that dealership would be granted to the land owners or the nominees that also remained unsubstantiated. The defendants would contend that since the parties are governed by the lease agreement and M&H Contract, they are bound by the terms thereof. Those contracts or agreements are not vitiated by fraud, misrepresentation, undue influence, coercion or anything of that sort. Those agreements were entered into after the commissioning of the Outlets. If there had been any such offers, promises, understanding or commitments, the same must have been incorporated in Exts.A1 or A2, but nothing of that sort is seen incorporated in any of the agreements entered into between any of the parties.
78. In fact, the plaintiffs also admit that Ext.A1 R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 76 would only bespeak a lease agreement and Ext.A2 would only speak of a M & H Contract. There is nothing to indicate in any of the agreements that any representation or promise was made by the defendants that the land owners or their nominees would be granted dealership. The lease deeds would show that it was executed for a period of 15 years with a stipulation for renewal for a further period of 15 years. Clause (3) provides for a hike of rent by 15 % every five years. There is also a stipulation that the lessee shall have full liberty to sub lease the premises to its agents or dealers for any of the purposes for which they are demised without restrictions and without reference to the lessor. This clause really precludes the land owners or the lessors from questioning the authority of the lessees (Oil Company) in leasing out the premises to its agents or dealers. There is also another clause, Clause 13, which stipulates that the lessee may without assigning any R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 77 reason during the currency of the lease, terminate the lease, on giving 3 months notice to the lessor in which case on expiry of the said notice the lessee shall give vacant possession of the scheduled property after removing/dismantling all the structures/machineries etc. If really there was a promise or undertaking that dealership would be given. then certainly such a recital must have been incorporated in the lease deed. The parties to Ext. A1 signed the same without demur. There was no difficulty for them to get a clause incorporated in Ext.A1 so as to get the dealership granted to them on a future date. Therefore, the parties to the agreement cannot resile from the same or say anything which would run counter to the stipulations contained in Ext.A1 in view of the embargo contained in Sec. 92 of the Evidence Act, for the purport of the plea put forward by the plaintiffs would tantamount to varying or subtracting from the terms of the agreements R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 78 executed between the parties. There is absolutely nothing in Ext.A1 to show that there was an offer or undertaking or representation by the defendants to the effect that either the land owners or their nominees would be granted the dealership, license or agreement. Hence, the contention to the contrary advanced by the appellants cannot be sustained.
79. The plaintiffs wanted to rely upon the reports submitted by the Commissioners which were marked in various cases. The reports were obtained after about 6 or 7 years of the execution of the agreement. There was hike in rate of rent prevalent during that period. Not only that the rates of rent were fixed taking into the account the rate of rent of the separate rooms. When the parties are bound by the agreement the contention that the premises were leased out on a nominal rent cannot be accepted at all. The substantial increase in the rate of rent and the cost of R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 79 living , the inflation rates etc. are matters which cannot be lost sight of by the courts . Those factors will certainly have an impact on the rent of the buildings or lands as well. There is a stipulation in Ext.A1 itself that every five years rent can be enhanced by 15%. Such a stipulation was incorporated without any demur. That itself will indicate that the rent originally fixed was fair and reasonable. That apart, this is not a suit for fixation of fair rent or for enhancement of rent. But, such a plea has been advanced by the appellants only to contend that there was a promise or understanding by the defendants that dealership would be conferred on the owners of the land or their nominees. It has already been found that there was no stipulation in the written contract. The alleged oral promise cannot supersede or outweigh the written contracts.
80. Paragraph 5 in page 2 of Ext.A2 would show that one of the reasons for executing M&H Contract was that R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 80 the Company was desirous of engaging the contractor to operate the outlet for retail sale of the said product and to run the other services at the said premises to the best satisfaction of the customers. A perusal of the several clauses in the M&H contract would only show that the products which were to be sold were the products of the respondent Company. Further stipulation is that the M&H Contractor was bound to maintain correct account for all transactions carried out every day through banks. That would strengthen the contention advanced by the respondents that the nominees or M&H Contractors were not given any special right but they were only selling the articles or selling the petrol or petrol products of the respondents. In other words, there is nothing to indiate that the appellants were granted dealership or that they were doing the business independently.
81. An attempt was made by the appellants by R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 81 showing some receipts or bills that the petrol or diesel in bulk quantity was purchased by the plaintiffs/M&H Contractors and it was not a mere stock transfer from the Company to the retail outlet. But all the bills and receipts produced by the appellants would show that the sale was only as COCO outlet and not as a pucca sale by the Company in favour of any dealer. Those receipts were produced only before this Court. I found it not necessary to receive those bills or receipts for the adjudication of questions involved in thse Second Appeals. Hence the certifications for reception of those documents were dismissed by me. It is not disputed that the terms or stipulations in Exts.A1 and A2 would never indicate that those documents were executed with the intention of creating or conferring any allotment or dealership but were executed only to create lease deeds for obtaining the land for setting up of retail outlets by the Oil Companies. R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 82 Similarly, there was also no dispute regarding Ext.A2 and similar other M&H Contracts that those contracts were entered into for the purpose of COCO Units for a limited period under the supervision of the sales officers of the Oil Company. Therefore, the contention that there was a promise or representation on the part of the respondents and so the land owners were having a legitimate expectation of conferring dealership in due course is only a story invented by the appellants to bolster up their untenable claim.
82. A claim based on mere legitimate expectation without anything more cannot ipso facto give a right to invoke the principle of legitimate expectation, the learned Sr. counsel appearing for the respondent submits. Legitimacy of an expectation can be inferred only if it is founded on the sanction of law. Arguments were addressed before the courts below projecting the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 83 applicability of the principle of legitimate expectation and promissory estoppel. The decision of the Supreme in Union of India and Another v. International Trading Company and Another - AIR 2003 SC 3983 and Kusumam Hotels Pvt. Ltd. v. K.S.E B - 2008 (3) KLJ 276 have been cited before the courts below. Since the suit before the Ernakulam Court (Batch A cases) were filed for a declaration of the legal character of the plaintiffs or their nominees as the dealers of the outlets concerned, a plea was raised by the respondents that the claim is barred by limitation. It was contended that the suit should have been filed within a period of 3 years from the date of execution of M & H Contract. In some of the cases findings were entered against the plaintiffs. But in respect of some other cases, the findings were rendered in favour of the plaintiffs. The respondents did not challenge the finding rendered against them. Now the learned counsel for the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 84 respondents has fairly submitted that since no cross appeal was filed, the plea of limitation does not survive for consideration.
83. It is vehemently argued by the learned counsel for the appellants that all the documents/contracts are styled as M &H contracts and that fact persuaded the courts below to hold that they are only contractors and not as dealers but the courts below did not focus their attention to the plea raised by the plaintiffs that there was an oral contract or undertaking made by the defendants that the land owners or their nominees would be given the dealerships. As stated earlier, the duration of the contract as evidenced by the lease agreement was for a period of 15 years renewable for a further period of 15 years. Exts. A1, A5 ,A47 and A48 which are pressed into service would, according to the appellants, show that those persons were found competent to be appointed as the dealers for the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 85 outlets following the then prevailing policy of the Company. But there is a further stipulation that the appointment orders were yet to be issued. In other words, there was no contract or promise that the addressees of those letters were agreed to be given the dealership. The learned counsel for the appellants would submit that the suit for a declaration as to the legal character of the suit is perfectly maintainable but it may be remembered that if the plaintiffs are to obtain a declaration of the legal character as dealers then it must be a case where the dealership had already been granted to them or that they were recognized as dealers. If they were recognized as dealers then the terms of the dealership should be there.
84. Casually using a word as "dealer" or anything of that sort will not confer on a party a right as such unless it is discernible or gatherable from the contract entered into between the parties. The documents which were produced R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 86 by the plaintiffs and marked on their side would only show that they were treated only as M & H Contractors and not as dealers. There is nothing on record to show that the defendants had treated or recognised the landowners or their nominees as dealers in respect of the retail outlets in question. It was pointed out by the lower appellate court that in some of the suits, the plaintiffs contended that they were treated by the Company as dealers. But in some other cases their contention is that they are entitled to be treated as dealers of the outlets in terms of the verbal agreements or commitments. It is too vague a plea to be countenanced by a court, the learned Senior Counsel for the respondents submits.
85. A reading of the plaint and the evidence adduced in support thereof would show that the case of the plaintiffs is that there was a promise or verbal commitment made by the Oil Companies that the owners of the lands or their R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 87 nominees will be conferred on them the dealership of the retail outlets. It is not a case where dealership had already been granted. Therefore, the question of granting a declaration of a legal character that the plaintiffs or their nominees are the dealers of the retail outlet does not arise at all. If there was any such promise that was something to be enforced by filing a suit for specific performance.
86. The very fact that the M & H Contracts and the lease agreements were executed long after the alleged oral contract or verbal commitment would scuttle the plea raised by the appellants that there was an oral contract in supersession of the written contract. In other words, whatever oral promises or verbal commitments were made prior to the written lease agreements and M & H Contracts, must be deemed to have been not existing or were overridden and that only those conditions and R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 88 contracts which were incorporated in the respective lease agreements and M & H contracts did survive as on that date. Therefore, the courts below were perfectly justified in holding that the appellants have miserably failed to prove the case advanced by them so as to get a decree for declaration as sought for.
87. The learned counsel for the respondents has also relied upon the decision of the Supreme Court in Sethi Auto Service Station vs. Delhi Development Authority - (2009) 1 SCC 180 . That was a case where certain notings in a department file were pressed into service . The question that arose for consideration in that case was whether the recommendation of the Technical Committee Vide minutes dated 17-5-2002 for reinstatement of the appellants, petrol pumps constitutes an order/decision binding on Delhi Development Authority. With regard to that question it was held by the Hon'ble R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 89 Supreme Court:-
"It is trite to state that notings in a departmental file do not have the sanction of law to be an effective order. A noting by an officer is an expression of his view point on the subject. It is no more than an opinion by an officer for internal use and consideration of the other officials of the department and for the benefit of the final decision making authority. Needless to add that internal notings are not meant for outside exposure. Noting in the file culminate into an executable order, affecting the rights of the parties, only when it reaches the final decision-making authority in the department, gets his approval and the final order is communicated to the person concerned".
R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 90
88. The Hon'ble Supreme Court has also considered the decision of the Constitution Bench of the Supreme Court in Bachhittar Singh v. State of Punjab - AIR 1963 SC 395 where the Hon'ble Supreme Court considered the effect of an order passed by a Minister on a file which order was not communicated to the person concerned. It was held that the order of the Minister could not amount to an order of the State Government unless it was expressed in the name of the Rajpramukh, as required by the said article and was then communicated to the party concerned. It was further observed that business of the State is a complicated one and has necessarily to be conducted through the agency of a large number of officials and authorities. Before an action is taken by the authority concerned in the name of the Rajpramukh which formality is a constitutional necessity, nothing done would amount to an order creating rights or casting liabilities to third R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 91 parties. It is submitted by the learned counsel for the respondents that in this case also even if it is assumed that the author of the letter had expressed his view that the addressee is competent to be appointed as a dealer that does not confer on him any right unless the Company itself has decided to grant a dealership license in favour of the owner of the land or his nominee. A letter containing casual observation of one of the officers of the Company cannot be treated as a right conferred on the addressee that he has been conferred the dealership license. That being the legal position and in the light of the factual scenario as highlighted above it is difficult to hold that the letters referred to above would tantamount to recognizing or conferring on the owners of the land or the nominees dealership in respect of the respective retail outlets. Based on the casual observations contained in those letters Ext.A1, A5, A47 and A48, one cannot have a reasonable or R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 92 legitimate expectation and those letters by themselves would not create any distinct enforceable right.
89. It is also argued by the learned Sr. counsel for the respondents that whether the expectation of the appellant is reasonable or legitimate in the context is a question of fact in each case. Whenever such a question arises, it is to be determined not according to the appellants' perception but in larger public interest wherein other more important considerations may outweigh what would otherwise have been the legitimate expectation of the appellant/claimant. It is further submitted that a bonafide decision of the public authority in such matters should satisfy the requirement of non arbitrariness and withstand judicial scrutiny. The doctrine of legitimate expectation gets assimilated in the rule of law and operates in our legal system in this manner and to this extent. (See also the decision of the Supreme Court in Food Corporation of R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 93 India v. Kamadhenu Cattle Feed Industries - (1993) 1 SCC 71; Union of India v. Hindustan Development Corporation - (1993) 3 SCC 499.
90. In Punjab Communications Ltd. v. Union of India - (1999) 4 SCC 727 referring to a large number of authorities on the question, the Hon'ble Supreme Court observed that a change in policy can defeat a substantive legitimate expectation if it can be justified in "Wednesbury" reasonableness. The decision-maker has the choice in the balancing of the pros and cons relevant to the change in policy. Therefore, it was held that the choice of the policy is for the decision-maker and not for the court . It was further held that it merely permits the court to find out if the change in policy which is the cause for defeating the legitimate expectation is irrational or perverse or one which no reasonable person could have made. See also the decisions in National Buildings R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 94 Construction Corporation v. S. Raghunathan - (1998) 7 SCC 66; Bannari Amman Sugars Ltd. v. CTO - (2005) 1 SCC 625; Jitendra Kumar v. State of Haryana - (2008) 2 SCC 161.
91. The learned counsel for the appellants lastly rests upon the principle of equity and submits that there would be negation of justice if the plaintiffs/appellants are denied dealership license. Though it was contended that a huge sum of money was invested for this purpose, there is absolutely no merit in that contention. No amount was spent by the land owner for that purpose. It is not disputed that the complete structures, superstructures and infrastructures were put up and machineries were erected only by the defendant Company and not by the plaintiffs. The M & H contractor was required to provide fund only for running and promoting the business as an M & H Contractor and not for installation or for erection of any R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 95 structures or super structures. Actually it is a case where defendant Company had spent several lakhs of rupees for commissioning each of the retail outlets and so in fact it is a case where equitable consideration can only be in favour of the defendant Company and not in favour of the plaintiffs. Even if it is assumed that there was any verbal promise or commitment which cannot be recognized in the eye of law, there is nothing to show that the parties were put in a disadvantageous position or that the position of the plaintiffs had been altered by any such inducement, promise or commitment. Therefore, the argument vehemently advanced by the learned counsel for the appellants that the equitable considerations may also be weighed in their favour so as to grant relief to the plaintiffs must fall to the ground.
92. 'Wednesbury principle' of reasonableness enunciated in Associated Provincial Pictures Ltd. v. R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 96 Wednesbury Corpn. - (1948) 1 KB 223 has been relied upon by the learned Sr. counsel appearing for the respondents in support of his submission that a party can question the change in the policy only on the ground that he was not heard before such a change was made and that such a change was not made on relevant considerations or was malafide. The plea of legitimate expectation cannot be invoked against the higher public interest of the State of earning higher revenue. A case of substantive legitimate expectation would arise when a body, by representation or by past practice, aroused expectation that would be within its power to fulfill. It is arbitrary when the decision is taken without application of mind or on irrelevant consideration or is malafide. Legitimate expectation is a test of arbitrariness; it is not a right in itself. Commentaries on Administrative Law 7th Edition (Re-print - 2012 page 445) has been referred to here. In Food R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 97 Corporation of India v. Kamadhenu Cattle Feed Industries (supra) the Food Corporation of India had invited tenders for sale of stocks of damaged foodgrains and the respondent's bid was the highest. All tenderers were invited to negotiation but the respondent did not raise its bid, while others did. The respondents filed a Writ Petition claiming that it had legitimate expectation of the acceptance of its bid, which was the highest. Though the High Court allowed the Writ Petition, the Hon'ble Supreme Court reversed the same and held that even though the respondent's bid was the highest it had no right to have it accepted if the Corporation reasonably felt that the amount offered by the respondent was inadequate and so the non- acceptance could not be faulted.
93. In India v. Hindustan Development Corporation - 1993 3 SCC 499 it was held by the Supreme Court "the legitimacy of an expectation can be R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 98 inferred only if it is founded on the sanction of law or custom or an established procedure followed in regular and natural sequence". It was held that "substantive legitimate expectation would arise when a body by representation or by past practice aroused expectation which would be within its power to fulfill" . The court could interfere only if the decision taken by the authority was arbitrary, unreasonable or not taken in public interest.
94. In Punjab Communication Ltd. v. India (Supra) the Hon'ble Supreme Court dealt with the law of legitimate expectation more comprehensively . It was held that the Court would allow the government to belie expectation if a change of policy had occurred, but the court would examine whether such change of policy was arbitrary. It was held by the Hon'ble Supreme Court that doctrine of legitimate expectation permitted the court to examine whether the change of policy was irrational, R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 99 perverse or one that no reasonable person could have made.
95. Relying on the decision of Council of Civil Service Union v. Minister for the Civil Services - 1985 SC 374 page 469 it was held by the Hon'ble Supreme Court in J.P. Bensar v. State of Rajasthan - AIR 2003 SC 1405 "an expectation could be based on an express promise or representation or by established past action or settled contract. The representation must be clear and unambiguous. It could be a representation to the individual or generally to class of persons".
96. The learned counsel for the respondent would submit that the change of policy in this case did not fall under any of those heads and so the plea of legitimate expectation could not be countenanced. So far as the case on hand is concerned, the principle of legitimate expectation has no application. The parties entered into the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 100 contract with open eyes knowing full the terms and conditions thereof.
97. The learned Sr. counsel appearing for the respondents would also submit that the plea based on promissory estoppel has no legs to stand in the particular factual scenario . The decision in India v. Anglo-Afgan Agencies - AIR 1968 SC 718 was rendered in a case where the Textile Commissioner published a Scheme providing incentives to exporters of woollen goods. It was represented that the exporters would be entitled to import raw materials of the total amount equal to 100% of the free on board (fob) value of the exports. The respondents, who are dealing in woollen goods, exported goods of the fob value of ` 5,63,471.73. But they were given an import entitlement certificate only for ` 1,99,459/-. The question that arose for determination was whether the government was estopped from denying the R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 101 statement it made in the export promotion scheme relying upon which the respondent had exported the goods of stated value. It was held that the government and their authorities were not entitled to ignore the promises held out by them at their mere whim. It was held by the Supreme Court that the Government was bound not by contract but on ground of equity. It was further held that even though there might not be a verbal contract, the government would be bound by a representation made on its behalf. It is argued on behalf of the respondents that in order to invoke the principle of promissory estoppel it must be a case where the Company must have made a representation and the land owners or his agents must have acted on that representation and put themselves in a disadvantageous position in which case the Court would be entitled to require the Company to act according to the scheme or the agreement or the representation. So far as the case on R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 102 hand is concerned, in view of the submission made by the all the counsel appearing for the appellants it is not necessary to delve into the question of legitimate expectation or promissory estoppel. The appellants have confined their claim based on the alleged simultaneous oral contract or verbal commitment made by the oil companies to the effect that dealership would be given to the plaintiffs. The plea that such a concluded oral contract was there and so the plaintiffs are entitled to get a declaration as to their legal character, that they are the dealers of the respondent Oil Companies, cannot be sustained at all. There is absolutely no scintilla of evidence to show that the dealership was ever given or agreed to be given to any of the appellants. Though the policy as such was not produced or caused to be produced by the plaintiffs, what actually was the policy can be discerned from the judgment of the Delhi High Court in the case R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 103 referred to above. The plaintiffs did not choose to apply for issuance of summons to the parties concerned to produce the policy documents. What actually was the policy has been dealt with elaborately by the High Court of Delhi in the case referred to above. It is true that the judgment of the Delhi High Court is not a document produced before Court but it is a decision rendered by the High Court. When the facts of the case dealt with therein are almost identical to the facts of this case, it cannot be said that this Court should not go through that judgment at all or that the policy of 2006 referred to in that judgment cannot be referred to by this Court at all.
98. As stated earlier, the appellants now confine and base their claim on the alleged simultaneous oral contract. No such contract is proved by the appellants. That apart, registered agreements were subsequently entered into between the parties. The parties are bound by the same. R.S.A. Nos. 1305, 1306, 1307, 1308, 1309, 1320, 1321, 1322, 1323 and 1356 of 2010 , R.S.A. 386, 540, 541, 542, 544,545, 546, 560, 561, 565, 566 of 2012 104 The evidence would only show that the appellants were not conferred any right or dealership as alleged by the appellants. It could not be proved that any such oral agreement agreeing to confer dealership was entered into.
As such, the plaintiffs are not entitled to get a declaration or consequential reliefs. Hence, all these appeals are dismissed. Parties are directed to bear their own costs but without costs.
Dated this the day of 23rd January, 2014.
Sd/-N.K. BALAKRISHNAN, JUDGE
ani/ /triecopy/
P.S.ToJudge