The main legal point established in the judgment is that the correspondence through emails can evidence a full and final settlement of a claim, and parties can agree upon the mode of determining profits.

PRADEEP NANDRAJOG, J.

1. Learned counsel for the parties agree that we need to decide whether the impugned decision dated December 24, 2010 has correctly decided that the correspondence between the parties exchanged through emails evidences a full and final settlement of appellant’s claim in sum of Rs.27,79,739/-and since save and except a sum of Rs.5,14,585/-from said sum remained payable the suit filed by the appellant has been correctly decreed in sum of Rs.5,14,155/-.

2. It is not in dispute that vide Ex.P-1 dated September 01, 2000, the appellant was appointed as a CEO of four group companies (the respondents) at a remuneration of Rs.1 lakh per month and subsequently vide Ex.PW-1/3 dated September 29, 2000, which letter supplemented Ex.P-1, the remuneration was enhanced to Rs.1.5 lakhs per month and additionally the appellant was to receive 10% profit from the four companies of which he was appointed as the Chief Executive Officer.

3. As per the appellant, the sum of Rs.27,79,739/-to which he had agreed to receive did not include the profits earned by the four companies when he worked as the CEO and thus he was entitled to 10% of the profits earned. He claimed the same as also the sum of Rs.5,14,585/-in the suit.

4. The stand of the four companies was that since the appellant was the composite CEO of the four group companies, he was entitled not to individual profits made by two out of the four companies but to such profits as were earned by the four companies put together. It was pleaded that the parties had debated on the same and that offsetting losses with the profits; 2:2, it was agreed that nothing would be payable towards profits and for which the e-mails exchanged between the parties were relied upon as evidence.

5. The learned Single Judge has agreed with the appellant that the manner in which the companies were projecting their profits and losses was not correct but has finally concluded against the appellant with reference to the e-mails exchanged by holding that the parties discussed two aspects of profits i.e. whether the cumulative profits of four companies had to be seen, meaning thereby losses incurred by two could be set off against the profits earned by the other; and secondly the manner to compute the profits and in view of the final settlement arrived at, has concluded that only Rs.27,79,739/-was payable.

6. Our job therefore is to reflect upon the e-mails exchanged between the parties. The e-mails exchanged have been proved as Ex.PW-1/5, Ex.PW-1/6, Ex.PW-1/7 and Ex.PW-1/8.

7. The e-mails dated April 14, 2003 and April 28, 2003 sent by the appellant to Mr.Dutta (representative of the four companies), read as under:-

E-mail dated April 14, 2003

“Dear Mr. Dutta

I would like to thank you for responding to my requests for settling my account, latest of which was made on 18th February, 2003, addressed to Sh.R.L.Gupta. Based on your fax dated 25th March, E-mails dated 29th March and 8th April, 2003 and our telephonic conversations, I would like to summarize below the areas of our agreement and disagreement. After your own kind reconsideration if the differences still persist, I would like you to refer these for Sh.A.S.Bakshiji’s final decision. I am sure he will be more generously inclined.

Areas of Agreement

1. 2. 3. 4. 5. 6. 7. 8. 9. Unpaid salary for two months Rs.2.0 lacs Leave salary 2/3 month Rs. 66,667/-Supplementary allowance Rs. 27 lacs Provident Fund equivalent in lieu Rs. 2.16 lacs Severance (Terminal) Salary and PF Rs.6.72 lacs Medical, Petrol, diesel, gas, Entertainment etc. Rs.1,12,019/-(a) Furniture, appliance, curtains and moving Rs.31,563/-(b) Transferred Furniture (Rs.4.80-0.83) Rs.3.97 lacs (c) Telephones Rs.23,000/-Foreign Tour expenses (Rs.1,17,780 – 95,000) Rs.22,780/-Terminal moving expenses per vouchers Terminal moving expenses per vouchers

Areas of Differences

1. Severance (Terminal) related:

(a) House rental Rs.4.5 lacs – according to you only cash type perquisites are paya