The Sree Meenakshi Mills Ltd. vs T.C. Anantarama Iyar

This is an appeal against the judgment and decree of our brother Waller, J., decreeing the plaintiff''s suit with costs. The suit is by the plaintiff for

damages for wrongful dismissal by Sri Meenakshi Mills, Ltd., of Madura. The plaintiff is a graduate, in Arts and in Engineering, of the Madras

University. He was employed in the Public Works Department for some time but lost his employment on account of retrenchment in that

department and, at the time the events which are the subject of this suit took place, was out of employ. In about October 1921 a limited Company

was formed, called the Sri Meenakshi Mills Limited and Messrs. Theagaraja Chetti & Co. were its Managing Agents, In October 1923 Mr.

Theagaraja Chetti had an interview with the plaintiff in connection with employing him as Engineer for constructing Mill buildings. But at that time

Mr. Theagaraja Chetti was attempting to get the services of Mr. V.T. Srinivasa Ayyanger who was still in Government service. Until that matter

was settled, he was not willing to employ the plaintiff. In November, 1923, the plaintiff wrote to Mr. Theagaraja Chetii requesting him to inform his

final decision (Ex. 1). On the 8th December Mr. Chetti addressed a letter to the plaintiff informing him that Mr. Srinivasa Ayyanger was not

available and that he was going to send an advertisement to the papers for an Engineer under instructions of the Directors. (Ex. A). The

advertisement in the ''Hindu'' is Ex. K and the plaintiff''s application is Ex. B. The qualifications stated in his application, which are admitted to be

correct, show that until the contrary is proved, we must take it, that the plaintiff is a qualified Engineer competent to undertake the construction of

the buildings of the Sri Meenakshi Mills, Ltd. Mr. Theagaraja Chetti himself had something to do with such matters and though he is not qualified in

the sense that he did not receive education in a technical college he is certainly competent to judge of the fitness of an Engineer and we have no

doubt that he thought that the plaintiff was a competent Engineer. In Ex. 0 the plaintiff was offered Rs. 350 a month. But he replied by Ex. D that

he cannot accept any salary less than Rs. 400 per mensem. He adds that he had previously agreed to accept Rs. 400 and he was willing to adhere

to it. The reference is obviously to the conversation in October 1923. Ex. E is a telegram in reply to Ex. D. It runs thus:

Agree 400 without quarter conveyance to act Engineer and Manager. Please join duty immediately.

Obviously the word ""Manager"" in this telegram was intended to mean not the Managing Agent of the Company but merely manager of the

construction works of the Mills; and, everybody understood it to be so. In the plaintiff''s application he mentions the fact that he had at one time

500 men working directly under him and with reference to this, the word ''Manager'' was apparently used. I mention this merely to show that there

is no difficulty about the meaning of the term and there is no question of any variation of the offer so far as this word is concerned. The plaintiff

replied by Ex. F thus:

Shall arrive Madura Friday first February awaiting detailed letter.

It is contended for the defendants that this letter is not an unconditional letter of acceptance and that the phrase ""awaiting detailed letter"" shows

that there is some reservation intended by the plaintiff and not until there is acceptance after the letter was received, could it be said that there is a

completed contract. Even, on this contention we have no doubt that the parties acted on the footing that there was a completed contract after the

receipt of the detailed letter. But it is contended for the appellants that as this is a contract completed by correspondence the later conduct will not

do, We do not agree with this contention. But apart from this, we think that Ex. F is itself a complete acceptance. It is true that ordinarily a phrase

like ""awaiting detailed letter"" may mean that the acceptance was not intended to be final until the details are known. But each case must depend

upon its own facts, the correspondence of each case being construed with reference to the surrounding circumstances. In the present case, we do

not think that the phrase ""awaiting detailed letter"" meant any reservation. The detailed letter which was written on the invitation of the plaintiff is Ex.

G and this shows that the defendants gave certain instructions to the plaintiff to be followed before the plaintiff left Madras. The evidence shows

that even in October it was intended that the plaintiff should do something at Madras before going to Madura. It is with reference to this

understanding that the plaintiff wanted detailed instructions in Ex. F and these instructions were given in Ex. G. It also appears that the defendants

addressed a letter to the Metropolitan Vickers Electrical Co,, Ltd, at Madras asking them to get into touch with the plaintiff in connection with

1000 B.H.P. turbine for the Mills. It is in pursuance of such a letter from the defendants that the Metropolitan Vickers Electrical Co. addressed Ex.

H to the plaintiff. The plaintiff left Madras on the 27th, went to Tinnevelly on some business of his own and finally arrived at Madura on the 31st

when he received fix. G. On the evidence we have no doubt that he entered upon his duties immediately and was doing such work as he was

asked to do from that date up to 10th February. By that time some misunderstandings had arisen between the parties. It is difficult to say exactly

what they are. Perhaps the defendants began to entertain some suspicions about the competency of the plaintiff. But if this was the only

misunderstanding, we cannot see that there was any. basis for it so far. Ex. J was then issued by the defendants to the plaintiff. The plaintiff was not

willing to accept Rs. 450 as remuneration and was apparently inclined to take the matter to a Court of law. Common friends among whom we may

mention Mr K.V. Ramaswami Ayyar, a High Court Vakil at Madura and also a Director of the Mills, intervened and attempts were made to settle

the matter in such a way as to obviate the necessity of going to a Court of law. The result of these efforts is Ex. L. This embodies a design made by

the plaintiff for building the Mill and the idea was to submit this to two competent Engineers, namely, Mr. Sadasiva Iyer, Assistant Engineer,

Madura District Board and Mr. V.T. Srinivasa Iyengar already mentioned, or failing them to any two Engineers agreed upon by both sides. If the

plaintiff''s design was approved, the defendants were to take him back. The use of the phrase ''will take back'' also shows that at that time it was

understood that there was a completed contract between the plaintiff and the defendants. But if the plaintiffs design was not certified he was to

accept the termination of his services. This phrase also shows that there was a complete contract of employment and an attempt to terminate it by

Ex. J. We, therefore, agree with Waller, J. in holding that there was a completed contract.

The next question that was argued relates to the effect of Ex. L. The plaintiff''s design was submitted to Mr. Sadasiva Iyer and his opinion was

against the plaintiff. It is now contended that this is enough to put an end to the plaintiff''s case on a proper construction of Ex. L. The words in Ex.

L are ''If the possibility is not so certified'' and it is contended for the defendants that these words mean that, even if one of the two Engineers to

whom the matter is submitted was against the plaintiff, it is a case of the possibility not being so certified. We admit that the language is susceptible

of this construction. But we also think that the phrase is somewhat ambiguous, It is possible that what the parties meant was that if both the

Engineers were against the plaintiff, he was then bound to accept the termination of his services. The subsequent conduct of the parties shows that

this was the view on which they acted. For, immediately after Mr. Sadasiva Iyer''s opinion they, having found that Mr. V.T. Srinivasa Iyengar was

not available referred the matter to another getleman Mr. Annadurai Iyengar. But both parties were not satisfied with his opinion. They then

referred the matter to Mr. Bhaskara Iyer whose opinion was in favour of the plaintiff. By this time they were able to have consultation with Mr.

Srinivasa Iyengar. Both parties were introduced to him at the Club and apparently he promised to give his opinion. If the result of Mr. Sadasiva

Iyer''s opinion was that the whole matter went against the plaintiff, it is inconceivable why the defendant Company went on seeking the opinion of

another competent Engineer, first Mr. Amadurai Iyengar, then Mr. Bhaskara Iyer and then Mr. Srinivasa Iyengar. It in said that this was merely

because they wanted to be fair to the plaintiff and they were anxious to leave no blot on hie reputation and they were even willing to take him back

if really two Engineers certified his design to be good. Some such motives might also have been there, but at the same time the parties already

choosing to stand on their right, it is impossible to attribute the conduct of the parties to anything else but the idea that unless two Engineers

decided against the plaintiff, the matter could be taken to be a decision in his favour. Even if we are not correct in thinking that the phrase was

ambiguous and the defendant''s construction was the only possible construction of Ex. L even then we must take it that the defendants have waived

their rights on such a strict construction and entered into a fresh arrangement by which they were willing to abide by the opinion of Mr. Srinivasa

Iyengar. Ex. Q is a letter addressed by the plaintiff to Mr. Srinivasa Iyengar enclosing a sketch, showing the details of the design for a spinning Mill

and a description giving particulars of the specifications. It also contains Mr. Srinivasa lyengar''s reply which says that the design is safe and can be

accepted. This reply was on 2nd April, 1924. Meanwhile on the 2nd April, 1924, a letter was drafted from the defendant Company seeking the

opinion of Mr. Srinivasa Iyengar. This was signed by Mr. A. Venkataraman, Assistant Engineer, on the 3rd. April. But Mr. Srinivasa Iyengar

returned it with the following endorsement:

I herewith return the enclosures on the points mentioned by you, Mr. Anantarama Iyer requested my opinion as a brother Engineer and I have

replied him.

It is now argued before us that this reply of Mr. Srinivasa Iyengar shows that he refused to give an opinion to the parties. It is possible to read

the letter in that light. But seeing that both the parties were previously introduced to him and that he promised in the conversation of that occasion

that he would give his opinion, the conversation referred to in Ex. III, we think that it is not the proper construction of this endorsement. What he

meant to say was that he already gave his opinion to a brother Engineer and that opinion might be taken as the opinion sought for in Ex. III with

reference to the conversation at the Club. It is a compliance with the request of Venkatarama Iyer and not a refusal. This is also the view of our

brother Waller, J. and we agree with his view. We, therefore, think that Mr. Srinivasa Iyengar''s opinion was in favour of the plaintiff with reference

to Ex. L. There being two opinions in favour of the plaintiff, he thought that he might be reinstated. He accordingly wrote Ex. R, It is significant that

Mr. Theagaraja Chetti instead of repudiating this mode of construing Ex, L immediately began to enquire what actually Mr. Srinivasa Iyengar''s

opinion was. So he seems to have referred the matter to Mr. K.V. Ramaswami Iyer, who then wrote Ex. S. to the plaintiff. The correspondence

may be taken to have terminated about this time and the suit was filed on the 5th August 1924. We think that after the opinion of Mr. Srinivasa

Iyengar the defendants were bound to reinstate the plaintiff or to pay him damages.

The only question that now remains to be decided is what is the proper amount of damages to be awarded to the plaintiff. Mr. Krishuaswami

Iyer for the respondent relied on a judgment of the House of Lords in Beckham v. Drake (1849) 2 H.L.C. 579 : 9 E.R. 1213 : 12 Jur 921 : 81

R.R. 301 as laying down the principles to be followed in such a case. It is there laid down thus:

The measure of damages for the breach of promise now in question is obtained by considering what is the usual rate of wages for the employment

here contracted for and what time would be lost before a similar employment could be obtained. The law considers the employment in any

ordinary branch of industry can be obtained by a person competent for the place, and that the usual rate of wages for such employment can be

proved, and that when a promise for continuing employment is broken by the master, it is the duty of the servant to use diligence to find another

employment, Upon these principles, in the present case, if the place of foreman in. a type foundry could not probably be again obtained without

delay, and if the wages in the contract broken were higher than usual, the damages should be such as to idemnify for the loss of wages during that

delay, and for the loss of the excess of the wages contracted for above the usual rate."" This principle has been recognised in all the text books and

in later cases. But it is contended for the defendants (Appellants) that this principle applies only to a case where the contract is for a term, and that

the time for which the plaintiff is entitled to reasonable notice should be taken to be the period in estimating the damages. But when we remember

that the doctrine of reasonable notice itself is based upon the consideration, that that is the time during which a fresh employment may reasonably

be obtained, both principles come to the same thing. After all, we have got to see in each case what time may reasonably be expected to elapse

before a person wrongfully dismissed can secure a similar employment. In the present case, the plaintiff has given evidence that he sought

employment throughout India, Burma, and Ceylon and in Federated Malay States and he actually secured one in the South Indian Railway only in

May 1925. Under these circumstances, we cannot say that the period adopted by our learned brother, namely, one year is unreasonable. Even if

we feel some hesitation as to whether we would have fixed the same period if any one of us were sitting as a trial judge, still that doubt is not

enough to induce us to differ from our brother Waller, J.

The result is that the appeal fails and is dismissed with costs.