w w w . L a w y e r S e r v i c e s . i n

Satya Prakash & Another v/s M/s. Hindustan Petroleum Corp. Ltd. & Others

Company & Directors' Information:- HINDUSTAN PETROLEUM CORPORATION LIMITED [Active] CIN = L23201MH1952GOI008858

Company & Directors' Information:- J K CORP LIMITED [Not available for efiling] CIN = U21015OR1938PLC000427

Company & Directors' Information:- G CORP PRIVATE LIMITED [Active] CIN = U70102KA2001PTC028962

Company & Directors' Information:- A R C INDIA PETROLEUM PRIVATE LIMITED [Active] CIN = U11202TG2009PTC063249

Company & Directors' Information:- V T CORP PRIVATE LIMITED [Active] CIN = U29253MH2010PTC199851

Company & Directors' Information:- SATYA CO LTD [Active] CIN = U51109WB1937PLC009050

Company & Directors' Information:- S R PETROLEUM PRIVATE LIMITED [Strike Off] CIN = U23200MH1999PTC122909

Company & Directors' Information:- N. P. PETROLEUM LIMITED [Strike Off] CIN = U23201UP1995PLC018153

Company & Directors' Information:- S CORP PRIVATE LIMITED [Strike Off] CIN = U74900TN2011PTC083426

Company & Directors' Information:- R H PETROLEUM PRIVATE LIMITED [Active] CIN = U23209MH1996PTC101701

Company & Directors' Information:- K S M PETROLEUM PRIVATE LIMITED [Active] CIN = U01120TZ1978PTC000800

Company & Directors' Information:- A. M. PETROLEUM PRIVATE LIMITED [Strike Off] CIN = U51524MH2014PTC255581

Company & Directors' Information:- J AND S CORP (I) PRIVATE LIMITED [Active] CIN = U15122MH2013PTC245783

Company & Directors' Information:- M & A CORP PRIVATE LIMITED [Active] CIN = U74120MH2012PTC233794

Company & Directors' Information:- S V S PETROLEUM PRIVATE LIMITED [Active] CIN = U51909DL2002PTC116940

Company & Directors' Information:- PRAKASH & CO PVT LTD [Strike Off] CIN = U51909WB1938PTC009417

Company & Directors' Information:- HINDUSTAN CORPORATION PRIVATE LIMITED [Dissolved] CIN = U74900KL1901PTC000424

Company & Directors' Information:- HINDUSTAN LTD. [Active] CIN = U99999MH1917PTC000472

Company & Directors' Information:- S PRAKASH AND COMPANY LIMITED [Dissolved] CIN = U99999MH1938PTC002840

Company & Directors' Information:- INDIA PETROLEUM COMPANY LIMITED [Dissolved] CIN = U99999MH1936PTC002453

Company & Directors' Information:- HINDUSTAN CORPORATION LIMITED [Dissolved] CIN = U99999MH1949PLC007790

    WPA. No. 4862 of 2008 & I.A. CAN 1 of 2008 (Old No. CAN/6186 of 2008)

    Decided On, 06 April 2021

    At, High Court of Judicature at Calcutta


    For the Petitioners: Shakti Nath Mukherjee, Kalimuddin Mondal, D.P. Singh, Sankar Biswas, Aniket Mitra, Soumya Majumdar, Apurba Kumar Ghosh, Advocates.

Judgment Text

1. The petitioners assail a communication dated 4 March, 2008 issued by Hindustan Petroleum Corporation Ltd. (HPCL), the respondent no.1.2. The brief facts of this case are that in or about 2002, the respondent authorities introduced a policy for selection of retail outlet dealers. The policy inter-alia dealt with procedure for marketing and selection of retail dealerships. The policy also introduced the concept of Company Owned Company Operated (“COCO”) outlets which permitted the oil companies to run and operate their own outlets as model retail outlets.3. Pursuant to the aforesaid, the respondent no.1 invited bids for such retail outlets. The petitioner no.1 was the owner of the land in the proposed area (Barrackpore Kalyani Express Way) and participated in an open bid for the purposes of setting up a “COCO” outlet. The petitioner no.2 is the son of the first petitioner’s brother-in-law. It is alleged that the petitioners were approached by one Sri N.A. Biswas who was then the Chief Regional Manager of the respondent no. 1 and diverse representations were made by him on behalf of the respondent no. 1. Relying on such representations, the petitioner no. 1 and the respondent no.1 executed a registered lease deed dated 26 March, 2004. As a temporary measure the respondent no.1 appointed a maintenance handling contractor. Subsequently, an agreement was executed on 1 December, 2006 between the petitioner no.2 and the respondent no.1 for handling and maintenance of the particular “COCO” retail outlet for a period of one year. By a letter dated 5 March, 2007 the petitioner no.2 unequivocally undertook that he would not claim any right in respect of the outlet after expiry of the stipulated period of one year. On 19 November, 2007, the agreement for handling the retail outlet was extended for a further period of one year i.e. upto 30 November, 2008. In or about September, 2006, the respondent no.1 issued fresh guidelines pertaining to operations of such “COCO” retail outlets whereby a policy decision was taken by the respondent no.1 to phase out such “COCO” retail outlets within one year. Under the guidelines the respondent no.1 was to offer the temporary “COCO” retail outlets to the pending letter of intent holders under various categories inter alia Corpus Fund Schemes, SC, ST categories, widows and women above forty years of age without earning parents.4. Subsequently, by a communication dated 4 March, 2008 (“the impugned communication”) the labour contract arrangement between the petitioner no.2 and the respondent no.1 was terminated. By the impugned communication the respondent no.1 also requested the petitioner no.2 to surrender the equipment belonging to the respondent no.1.5. This writ petition was filed in 2008. By an interim order dated 27 March, 2008 a Learned Judge had directed the parties to maintain “status quo”. Accordingly, the petitioners have been running the particular retail outlet for more than a decade on the basis of the aforesaid interim order. The respondent no.1 had also filed a vacating application. During the pendency of this petition, the petitioners have also filed a supplementary affidavit bringing on record the subsequent change of policy of the respondent no.1 pertaining to allotment of dealerships.6. It is submitted on behalf of the petitioners that the impugned communication dated 4 March, 2008 is liable to be set aside. It is alleged that diverse representations were made by Sri N.A. Biswas, the respondent no.4 on behalf of the respondent no.1 on the basis whereof the petitioners had been induced to sign the lease agreement. It is also alleged that there was no reason to give this particular retail outlet to a member of SC, ST community. It is further alleged that the petitioners had secured the grant of a long term lease on the assurance of the grant of a regular dealership by the respondent no.1 and that they have been subjected to an unconscionable bargain. It is further alleged that the respondent no.1 has wrongfully described the petitioner no.1 as a labour contractor which was unfair, discriminatory and arbitrary. However, in the light of the subsequent events and the change of policy by the respondent no.1 it is submitted that the matter be remanded for consideration to the respondent no.1 to consider the case of the petitioners for a regular dealership.7. It is contended on behalf of the respondent no.1 that the petition is misconceived and meritless. It is alleged that the lease agreement entered into by and between the petitioner no.1 and the respondent no.1 has been implemented. There are no contractual disputes in respect of any of the terms of the said lease deed. In any event, the petitioners cannot claim to have a higher right other than what is recorded in the lease deed. It is further submitted that in view of the subsequent events which have now transpired the prayers in the petition have become infructuous.8. I have considered the submissions made on behalf of the parties.9. It is an indisputable position that the policy of the respondent no.1 for grant of retail outlets has changed but the petitioners on the basis of the interim order have continued with the running and operations of this particular outlet which ought to have expired by 30 November, 2008.10. On a scrutiny of the documents on record I find that the running of the “COCO” outlet by the petitioners was on a temporary basis. The petitioner and the respondent no.1 had entered into a written lease agreement dated 26 March, 2004. The rights and obligations of the parties were expressly contained in the said agreement. Accordingly, I am of the view that the doctrine of promissory estoppel cannot be made applicable to the facts of this case where a written lease agreement has been entered into between the parties on definite terms and conditions. I am also of the view that the parties are bound by the terms and conditions of the said lease agreement. I find that the entire story of N.A. Biswas having made representations which bind the respondent no.1 is unenforceable and not binding on the respondent no.1. Once an agreement is entered into between the parties and is reduced in writing, any claim of the petitioners based on an alleged representation of an employee of the respondent no.1 prior to the signing of the agreement stands extinguished. Hence, I find no substance in the case of the petitioners based on the purported assurances given on behalf of the respondent no.1. I also find that the petitioners have no case either on the ground of promissory estoppel or equitable estoppel or legitimate expectation [Mohd. Janal Vs. Union of India (2014) 1 SCC 201].11. I am also of the view that with the discontinuance of the earlier policy, the petitioners cannot claim any right on the basis of the earlier policy or seek a right in perpetuity to carry on such dealership or seek a regular dealership (Unreported decision dated 7 May, 2007 passed by the High Court at Jabalpur in Badri Prasad & Sons & Ors. Vs. Union of India WP No.602 of 2007, Unreported decision of the High Court of Madras in WP 40381 of 2006 dated 17 July, 2007).12. I also find that the petitioner no.2 was appointed as a temporary contractor and cannot claim any right of permanent dealership in the light of his unconditional undertaking dated 5 March, 2007. I also do not find any merit to the challenge made by the petitioners against the policy decision of the respondent no.1. It is well settled that such policy matters are not justiciable and ought not to be interfered with by a Writ Court. Accordingly, I find no merit in the submissions of the petitioners that they are entitled to a regular dealership on the basis of the policy and guidelines of the respondent no.1. Hence, I do not find any reason to interfere with the impugned communication. I also do not find any substance in the submissions regarding invalidity of the lease or that the same was in violation of the provisions of the West Bengal Land Reforms Act, 1955 or any other provision of law. The authorities relied on by the petitioners are distinguishable and inapposite to the facts and circumstances of this case. Hence, I am of the view that there is no question of granting a regular dealership in favour of the petitioners in respect of the particular retail outlet. I also do not consider it fit to direct the respondent authorities to reconsider the case of the petitioners for a regular dealership.13. Accordingly, I find no reason to interfere with the impugned communication dated 4 March, 2008. In fact, I find that the said

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communication has been lawfully issued in terms of the relevant policy which had been implemented on an All India Basis. There is no perversity nor illegality nor contravention of any law which warrants any interference with the impugned communication. I also do not find any unfairness or unreasonableness in the actions of the respondent authorities. For the foregoing reasons, I find no merit in this petition.14. Accordingly, WPA No.4862 of 2008 is dismissed. Interim order stands vacated. In the light of dismissal of the writ petition, the vacating application being I.A. CAN No.1 of 2008 (Old No.CAN/6186/2008) also stands disposed off. Urgent certified photostat copies of this judgment, if applied for, be given to the parties upon compliance with all necessary formalities.Later:After pronouncement of the judgment, a prayer for stay of operation of this judgment is made on behalf of the respondent. The prayer for stay is considered and rejected.