Gladstone Wyllie & Co. Ltd. vs A.B.M. Shayesta Khan
Reference : 28 DLR (1976) 344
Jurisdiction : Pakistan (Bangladesh)
Appellant : Gladstone Wyllie & Co. Ltd
Respondent : A.B.M. Shayesta Khan and another
Facts :
In Money Suits No. 35 of 1955 and No. 31 of 1958, A.B.M. Shayesta Khan, the plaintiff, brought claims against Gladstone Wyllie & Company Limited and Gladstone Lyall & Company Limited for unpaid rent and other related damages concerning two bungalows constructed in Chittagong. These two companies were interlinked, leading to legal complexities regarding the liable party.
The dispute began when Gladstone Lyall & Company Limited advanced Tk. 72,000 to Khan to construct two bungalows for the company’s use, with the agreement that upon completion, the company would occupy them as tenants. Khan completed the construction on March 7, 1952, and Gladstone Lyall & Company Limited took possession, agreeing to a rental arrangement. This arrangement stipulated a monthly rent of Tk. 950, with Tk. 600 to be deducted from the advance payment and Tk. 350 to be paid in cash. Soon after occupying the premises, Gladstone Lyall & Company Limited raised concerns over the condition of the track road and the servants’ quarters, claiming the property was incomplete and suspending rent payments as a result. Khan disputed these allegations in a letter dated March 8, 1952, suggesting that any necessary repairs could be undertaken by the company itself, with costs to be adjusted against the rent.
In addition, Gladstone Wyllie & Company Limited filed Money Suit No. 9 of 1956 against Khan, claiming compensation for an alleged breach of contract and seeking a refund of advanced payments made both in cash and materials.
Issues :
1. Whether Gladstone Lyall & Co. Ltd. or Gladstone Wyllie & Co. Ltd. was legally liable for the unpaid rent and damages under the tenancy agreement.
2. Whether Money Suit No. 9 of 1956 filed by Gladstone Wyllie & Co. Ltd. was barred by limitation and whether the company was entitled to a refund of the advance payment and compensation for the alleged breach of contract.
3. Whether the plaintiff’s offer to allow the deduction of repair costs from rent was revoked due to the passage of time, where no specific time frame for acceptance was stipulated.
Arguments :
The plaintiff argued that the defendants owed Tk. 12,600 in unpaid rent and Tk. 11,759. 8 paisa 6 pies in damages for missing or damaged materials, including bath tubs, pipes, and electrical fittings, asserting that these losses occurred while the bungalows were occupied by the defendant. The plaintiff maintained that items had been damaged or lost and provided testimony from himself and his son to support these claims, even though no inventory was taken during handover. Furthermore, he asserted that both Gladstone Wyllie & Co. Ltd. and Gladstone Lyall & Co. Ltd. acted interchangeably, suggesting that both companies were responsible for fulfilling the lease obligations.
The defendant countered these claims, rejecting liability for the alleged damages by arguing that they had repaired any issues before returning the property and that the absence of inventory weakened the plaintiff’s position. They contended that any additional fixtures, like bathroom fittings, were installed at their own cost and deducted from the rent, per the plaintiff’s earlier suggestion. They also argued that Gladstone Wyllie & Co. Ltd., incorporated in Pakistan, and Gladstone Lyall & Co. Ltd., incorporated in India, were legally distinct entities, with Gladstone Lyall & Co. Ltd. as the actual tenant responsible for rent payments. Additionally, they contended that Money Suit No. 9 of 1956 was barred by limitation, asserting that the breach had occurred in 1952 or by December 1955 at the latest, which invalidated the suit’s timing.
Finally, the defendants sought to offset any arrear rent claims with the Tk. 72,700 advanced in cash and materials worth Tk. 6,960.
Decisions :
The court ruled that Gladstone Lyall & Co. Ltd. was the tenant responsible for rent arrears, as it had been explicitly recognized as the tenant in all related agreements and billing records. Gladstone Wyllie & Co. Ltd., though it had acted on behalf of Gladstone Lyall & Co. Ltd. in some instances, could not be held liable for the rent. The judge held that the two companies, despite their intertwined dealings, were separate legal entities, with Gladstone Lyall & Co. Ltd. being the proper party accountable for the rent arrears under the original lease terms.
In addition, the court dismissed the plaintiff’s claims for damages to materials, noting that the absence of an inventory weakened the claim and that no sufficient evidence supported the alleged damages. Regarding Money Suit No. 9 of 1956, the court upheld the argument that the claim was barred by limitation. Since the alleged breach of contract occurred years before the suit was filed, the delay exceeded the allowable time for seeking legal remedy.
This case also illustrated principles related to the law of contract, particularly regarding the revocation of an offer due to the lapse of time when no time frame is specified. Since the plaintiff’s offer to allow repairs to be deducted from rent was not accepted within a reasonable period, the court treated the offer as having lapsed, indicating that when no time is stipulated, an offer may be revoked simply by the passage of time, based on reasonable expectations of the parties involved.
Relevant Laws :
- The Contract Act, 1872
- Section : 6(2)
- The Limitation Act, 1908
- Section : 3
Author :
1. Farah Arifin
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