Encashment of demand draft offered in full and final settlement without prior protest constitutes acceptance by conduct under Section 8, Indian Contract Act, satisfying the awards; subsequent protest ineffective.

ORDER :

ABHAY AHUJA, J.

1. The two Chamber Summonses seek assistance in execution of the awards dated 22^nd October 2012 and for deposit of the decretal amounts along with interest after respectively adjusting part of the amounts of Rs.5,11,113/- and Rs.13,51,740/- of the demand draft of Rs18,62,853/- received from the Judgment Debtors. The Applicant in the Execution Applications as well as in the Chamber Summonses is the assignor of the Decree holder who had loaned monies around 2010 to 2011 to the Judgment Debtors under two loan accounts : loan account no.RALPMUM000043150 amounting to INR 2,50,00,000/- and loan account no.RALPMUM000045338 amounting to INR 1,56,00,000/-. Since disputes arose between the parties on account of the two Judgment Debtors failing to service the loan, arbitral proceedings commenced. On 22^nd October 2012, the awards were passed in the arbitral proceedings pertaining to both the loans. As regards the loan amount of Rs.1,56,00,000/-, the Judgment Debtors were directed to inter alia jointly and/or severally pay to the Claimant a sum of Rs.1,79,16,334.95 together with interest at the rate of 14.50 percent per annum from 21^st April 2012 till payment or realization (the “Rs.1,56,00,000/- loan Award”) and as regards the loan amount of Rs.2,50,00,000/-, the Judgment Debtors were inter alia directed to jointly and/or severally pay to the Claimant a sum of Rs.2,75,53,436.78 together with interest thereon at the rate of 14.50 percent per annum from 11^th April 2012 till payment or realization (the “Rs.2,50,00,000/-loan Award”).

2. The Judgment Debtors, thereafter, on 24^th January 2013 preferred Arbitration Petition No.95 of 2013 impugning the Rs.1,56,00,000/- loan award and Arbitration Petition No.96 of 2013 impugning the Rs.2,50,00,000/- loan award.

3. Thereafter, on 13^th August 2018 an email was sent on behalf of the Judgment Debtors to the Decree holder requesting for No Objection Certificate (NOC) with respect to a Car loan of Rs.17,40,000/- bearing Loan Agreement No.RLNCMUM000168211. The Applicant on 16^th August 2018 addressed an email to the Judgment Debtors stating that since a Car loan was linked with the Rs.1,56,00,000/- loan, the NOC along with Form 35 could be released only after termination of both the loan accounts. In view of the said e-mail communication, on 31^st August 2018, the Judgment Debtors filed Suit No.2353 of 2018 before the City Civil Court, Greater Bombay, challenging the refusal of the Decree Holder to issue NOC for the car loan. On 24^th November 2018, a common order dated 24^th November 2018 was passed by this Court in the Arbitration Petitions reading down and altering the impugned awards so as to exclude the additional interest of 3 percent per annum. On 1^st January 2019, the Decree holder’s Advocate addressed a letter to the Judgment Debtors calling upon them to pay the following revised amounts towards satisfaction of the awards (after considering discharged payments and computing interest) :

(i) 2.5 crore loan award : INR 1,47,80,329.33

(ii) 1.56 crore loan award : INR 96,89,207.33.

4. By letter dated 11^th January 2019, the Advocate for the Judgment Debtors addressed the following letter attaching the demand draft for a sum of Rs.18,64,351/- towards full and final settlement of the captioned matter.

5. By letter dated 30^th January 2019, the Advocate for the Decree holder addressed a communication to the Advocate for the Judgment Debtors in S.C.Suit No.2353 of 2018 enclosing the following documents including the NOC for the car loan :

(i) The indemnity letter