SABYASACHI BHATTACHARYYA,J. - (1.) The present dispute revolves around the alleged breach of a business agreement between the petitioners and the respondent no. 2 (MMTC LIMITED) for supply of LAM Coke by the respondent no. 4 (NINL) to the petitioner, as per the arrangement entered into by the respondents. no. 2 and 4 inter se.
(2.) In this context, a Price Circular dated February 28, 2020, annexed at page-22 of the writ petition (Annexure P-1) acquires importance. The said document indicated the sale price, inter alia, of LAM Coke and stipulated certain conditions, of which the relevant ones are as follows: "1. Delivery will be affected against Delivery Order upon receipt of 100% payment in advance by Seller. Delivery shall be affected by Rail/Road. Invoicing will be done on actual weight as finalized by NINL in motion weighbridge / NINL static weighbridge as the case may be. In case of delivery by rail, freight will be charged as per RR on the basis of chargeable weight. Any other charges from Railways such as Demurrage, Punitive charges etc. shall be to Buyer's account. .... .... .... .... 5. The decision of MMTC regarding allocation of material shall be final and binding without any prejudice. .... .... .... .... 10. MMTC will receive all payments. .... .... .... .... 11. Buyer may inspect the material at NINL plant before purchasing the material. .... .... .... .... 13. Sale Invoices will be issued only by MMTC. Even if material is of NINL, NINL will raise Invoice on MMTC and MMTC in turn will issue Sale Invoice to the Buyers. .... .... .... ...."
(3.) The other key document, annexed at page-23 (Annexure R-3) of the affidavit-in-opposition affirmed on behalf of the respondent nos. 2 and 3 on June 30, 2020, is an Agreement for Sale/Purchase of finished products dated June 22, 2012 entered into between the MMTC and the NINL. The governing clauses thereof, in the present context, are quoted below: "ARTICLE 3: BUYING / SELLING ARRANGEMENT 3.1 It is hereby agreed by and between the parties that MMTC shall buy and NINL shall sell all the products of NINL as indicated at 1.3 and NINL shall extend 3% Trade Discount on basic price for domestic sales and a price discount as agreed between the parties from time to time on export of products." "ARTICLE 4: DOMESTIC SALE 4.1 MMTC shall sell the Products of NINL in India. .... .... .... .... 4.4 The title to the goods shall pass on to MMTC the moment goods are delivered on Explant basis to the transporter." "ARTICLE 6: OBLIGATIONS OF NINL 6.1 ii) NINL shall arrange loading at the Plant site." "ARTICLE 14 : AGREEMENT ON PRINCIPAL TO PRINCIPAL BASIS 14.1 This agreement supersedes all agreements and understandings between the parties prior to the signing of this agreement are hereby cancelled. This agreement is a complete agreement on principal to principal basis between MMTC and NINL." ;