NANDKISHORE LALBHAI MEHTA v. NEW ERA FABRICS PVT. LTD. & ORS.

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PVT. LTD. & ORS. [R. K.AGRAWAL, J.)

not prove the contents of the said letter which is being relied A upon by the appellant. Even if the two letters viz., Exh. Nos. P- 27 and P-28 are taken into consideration, from a reading of the said letters, it appears that the contents are contradictory of one another. In the letter dated 05.12.1977 (Exh. P-27), in the underlined portion reproduced above, we find that the Mill B Mazdoor Sabha had demanded an option to provide alternate employment and to pay full compensation to those workers who do not want alternate employment as per the law. In the note below the said letter, a mention has been made that a proposal was given to pay 60 per cent compensation which was not acceptable.

28) In the earlier part of the letter dated 10.01.1978 (Exh. P-28), it has been specifically mentioned that they do not agree to the proposed sale and the matter be treated as closed. However, in the note, it is mentioned that they are agreeable to the proposal given in the discussion and to the proposed sale. Letter dated 10.01.1978 is contradictory to the earlier part of the letter, and therefore, in our considered opinion, the Division Bench had rightly disbelieved these two letters viz., Exh. P-27 and Exh. P-28.

29) From the aforesaid discussion it is absolutely clear that the Mill Mazdoor Sabha categorically refused to give their consent to the sale of the mill premises. F

30) The submission that the appellant has waived the condition regarding taking of consent from the labour for the proposed sale and, therefore, this could not be a ground for ·cancelling the contract is misconceived. In the agreement dated G 19.10.1977, it was specifically mentioned that the sale also be subject to your (defendants) being able to settle with your labour and your labour agreeing to the sale contemplated herein and if you are not able to settle with your labour and to get them to agree to the sale herein contemplated you will not H

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A be bound to complete the sale. The moment labour do not agree to the sale contemplated, under the terms of the contract, the respondents were not bound to complete the sale. The maximum period of nine (9) months does not mean that once the labour had declined to give their consent for the proposed B sale, the contract subsists for a period of nine (9) months and it cannot be terminated before that period. The agreement for sale is a contingent agreement depending upon obtaining permission under Section 22 and Section 27 of the ULCAct, property being converted from industrial zone to residential c use and settlement with the labour and the labour agreeing to the safe contemplated therein. ff any of the conditions are not fulfilled, the respondents were not bou'nd to complete the safe and the appellant was only entitled for return of the money with interest@ 18% per annum from the date of refusal of any of 0 the permission or consent or agreement mentioned above. As in the present case we find that the Miff Mazdoor Sabha has not given its consent to the proposed sale, agreement for sale could not have been performed and had ceased. The E appellant is only entitled to refund of the amount along with interest@ 18% per annum stipulated therein.

31) In view of the above, we are of the considered opinion that the High Court was right in setting aside the decree F passed by learned single Judge of the High Court. We do not find any merit in these appeals, hence, the appeals fail and are hereby dismissed with no order as to costs. Interlocutory Applications, if any, are disposed of accordingly.

G Devika Gujral Appeals dismissed.