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2025 Supreme(Online)(MAD) 15381
IN THE HIGH COURT OF JUDICATURE AT MADRAS
P. VELMURUGAN, J.
S.V. Sugar Mills Ltd. - Plaintiff
Versus
M/s.Transworld Logistics Pvt. Ltd. - Defendant
C.S. No.935 of 2008
Decided On : 02-01-2025
Advocates Appeared :
For the Plaintiff : Mr. S. Sathiyanarayanan.
For the Defendant : Mr. S. Raghunathan.
Advocate Appeared:
For the Appellant : Mr.S.Sathiyanarayanan
For the Respondent: Mr.S.Raghunathan
A party cannot claim refunds for payments made under a contract if they accepted the terms and made payments without dispute, even if an addendum was not formally executed.
Headnote:(A) Contract Law - Agreement dated 09.09.2006 - Plaintiff claims refund of Rs.1,05,64,330/- for excess payments made under various charges; Defendant contends payments were in accordance with the contract and addendum dated 18.09.2006. (Paras 1, 2.1, 2.6, 12, 35)
(B) Legal Principles - A party cannot claim refund of payments made under a contract if they have accepted the terms and made payments without protest. (Paras 12, 30)
(C) Findings of Court - The plaintiff failed to prove that the payments were made in excess as they did not dispute the invoices at the time of payment. The addendum, although not formally executed, was acknowledged in correspondence. (Paras 30, 31)
(D) Issues - Whether the plaintiff is entitled to a refund of excess payments; whether the addendum binds the parties. (Paras 4, 11) (E) Ratio Decidendi - The court found that the plaintiff's claim for excess payment was unfounded as they had accepted the contract terms and made payments without dispute. The defendant's claims for additional charges were valid under the contract and addendum. (Paras 30, 31) (F) Result - The suit is dismissed. (Para 35)
JUDGMENT :
This suit has been filed by the plaintiff for recovery of money a sum of Rs.1,33,08,161/- together with further interest at 24% per annum on the sum of Rs.1,05,64,330/- from the date of plaint till payment in full and for the costs of the suit.
2. The averments made in the plaint are as follows;
2.1. The plaintiff is a leading sugar manufacturer in South India having its factory at Palayaseva, Kanchipuram District. The plaintiff entered into an agreement with the defendant on 09.09.2006 for the purpose of engaging the services of the defendant in respect of shipment of second hand machineries from United States of America and Ireland. The consignments were agreed to be delivered at Chennai Port, by the defendant.
2.2. The main clauses of the agreement dated 09.09.2006 between the plaintiff and defendant are as follows:-
I. The freight rates agreed between SVSL (Plaintiff) and TLPL (Defendant) etc., are as follows:-
(1) 20' dv general purpose - US $ 2900/20' dv (within gauge, legal weight 18.2 mt).
(2) 20' open tops - US $ 5500/20' open top (within gauge, legal weight 18.2 mt).
(3) 20' flat racks - US $ 7137/20' flat rack (within gauge, legal weight 18.2 mt).
and further agreed
1) Transportation of empty containers to place of loading
2) Transportation of loaded containers to nearest US Port
3) Ocean freight charges from US Port to Chennai Port
4) AES charges
5) The above rate is basis live load with two hours free time and any extra time required/requested by SVSL will be charged EXTRA at US$ 100 per hour.
6) The above rate is for in-gauge cargo and within the legal weight limit indicated above.
7) Rates are subject to change with fuel and other charges.
B/L charges are excluded in the price shown above and SVSL requests TLPL to limit the bill of lading to two or three as per shipping plan and the charges as confirmed by TLPL shall be US $ 25 per B/L all other cost will be as per actual.
II. Payment terms:
Basis the current estimation that the shipment will require about 27x20' GP, 17x20' FR and 6x20' OT, total value of the contract is US $232,629/-. In case of any change in the inventory, the contract will get increased/decreased accordingly and shall be paid by SVSL to TLPL. The terms of payment is agreed as under;
1) 25% of the total value shall be paid as advance by SVSL to TLPL at the time of signing the contract where after TLPL will commence the work.
2) 25% after containers have been loaded and shipped from the USA.
3) 50% on arrival of cargo in Chennai Port but prior to issue of delivery order.
4) Payment will be made locally in Chennai in Indian Rupees and the exchange rate for this purpose will be the Standard Chartered Bank TT selling rate prevailing on the date of payment.
III. Item Head: Place
(a) Sl.No.2 In view of increase in the number of special equipments where the quantity is almost double than projected earlier it is agreed that SVSL will pay to TLPL an additional sum of US $ 15,000/- to take care of the revised lashing requirements.
(b) Sl.No.5: As SVSL's shipper has requested for drop and pick-up service, there will be an additional charge of US $ 1000 per container which will be payable by SVSL to TLPL. In line with the contract, TLPL has provided this advance information to SVSL vide E-mail dated 16th September 2006 and the same is payable with the second installment of 25% which is due to TLPL once the container lots leave USA Port.
IV. ITEM HEAD: FREIGHT TERMS
On going through the packing list and in line with discussion with the shipper, it has been observed that certain cargos are over height and over width. In line with the contract, for such containers/equipments there will be over dimensional charges will be extra at actuals at the time of shipment. SVSL to settle this amount with the second instalment of 25% which is due to TLPL once the container lots leave USA Port.
V. ITEM HEAD: PAYMENT TERMS:
Based on the revised estimation that the shipment will require approx. 45 Nos. special equipments (20' Open Tops & Fla
