Summary: (a) Contract Act (IX of 1872): ----Bank Guarantee---Performance Guarantee---Mobilization Guarantee---Rule of non-interference---Strict compliance---Special equities---Unconscionability---Fraud---Scope and exceptions. In a contractual dispute regarding the encashment of two bank guarantees (Performance Guarantee and Mobilization Guarantee), the plaintiff sought an injunction to restrain the beneficiary from invoking them. The court reiterated the principle that bank guarantees are autonomous contracts, independent of the underlying contractual obligations, and enforceable as per their terms. Payment under bank guarantees cannot be restrained except in specific circumstances, such as clear fraud (known to the bank) or established special equities. The plaintiff failed to plead or prove fraud or any special equity. Additionally, the rule of strict compliance applied to the letters of demand was satisfied, as the demands substantially conformed to the terms of the bank guarantees. The court held that disputes regarding breach of contract or pending arbitration proceedings do not constitute grounds to restrain payment under bank guarantees. -----Key Principles Established: Bank guarantees are autonomous and enforceable independent of disputes under the principal contract. Strict compliance with the terms of demand under a guarantee is required. Fraud or special equities are the only recognized exceptions to non-interference. Pending arbitration or dispute resolution does not bar encashment of bank guarantees. Substantial compliance may suffice if the wording aligns with the guarantee's intent. -----Cited Cases: Shipyard K. Damen International v. Karachi Shipyard and Engineering Works Ltd. (PLD 2003 SC 191) EFU General Insurance Ltd. v. Zhongxing Telecom Pakistan (Pvt.) Ltd. (PLD 2022 SC 809) Sazco (Pvt.) Ltd. v. Askari Commercial Bank Ltd. (2021 SCMR 558) National Construction Ltd. v. Aiwan-e-Iqbal Authority (PLD 1994 SC 311) National Grid Company v. Government of Pakistan (1999 SCMR 2367) -----Disposition: Application dismissed; no prima facie case or irreparable harm established; demand on bank guarantees upheld.

Summary: Background: The petitioner, a contracting company, participated in a bid for toll plaza management on the Lahore-Abdul Hakeem Motorway. After winning the bid with a quoted amount of Rs.4,082,400,000/-, the company requested the National Highway Authority (NHA) to adjust this bid amount, claiming an error that included taxes. NHA refused the adjustment and, upon the petitioner's failure to provide performance security, forfeited the bid security of Rs.82 million. The petitioner sought judicial review, which was dismissed by the Islamabad High Court, leading to this appeal. -----Issues: 1- Whether NHA's refusal to adjust the bid amount after its acceptance was unlawful. -----2- Whether NHA's forfeiture of the bid security was justifiable under the terms of the bid agreement. -----Holding/Reasoning/Outcome: --Non-Adjustment of Bid: The court upheld NHA’s refusal to alter the bid, noting that the bidding terms explicitly required amounts exclusive of taxes. It emphasized that the bidding process did not allow for post-acceptance adjustments, as doing so would undermine the competitive bidding system. --Forfeiture of Bid Security: The court found the forfeiture of the bid security justified. As the petitioner did not comply with the requirement to provide performance security within the stipulated time, NHA acted within its rights under the bid’s terms to annul the award and forfeit the security. --Judicial Review Scope: The court reiterated that judicial intervention in contractual terms is limited unless arbitrary or discriminatory practices are evident, which was not the case here. ------Citations/Precedents: National Institutional Facilitation Technologies (Pvt.) Ltd. v. The Federal Board of Revenue (PLD 2020 Islamabad 378) West Bengal State Electricity v. Patel Engineering Co. Ltd. (AIR 2001 SC 682) Tez Gas (Private) Ltd. v. Oil and Gas Regulatory Authority (PLD 2017 Lahore 111) Tata Cellular v. Union of India (AIR 1996 SC 11) Conclusion The appeal was dismissed, affirming NHA’s actions as compliant with the terms of the bidding process and lawful. The court upheld the dismissal of the writ petition, emphasizing that NHA's actions were neither arbitrary nor unfai

Summary: Background: A dispute arose from a contractual agreement between a corporation and a retailer. The retailer had entered into a written agreement with the corporation, granting it an exclusive right to market and sell the corporation’s manufactured product. The agreement included a clause mandating the retailer to purchase a minimum quantity of products each month. Despite initial compliance, the retailer eventually failed to meet the minimum purchase requirements. Consequently, the corporation terminated the agreement and filed a suit for breach of contract, seeking damages. ----Issues: 1- Whether the retailer's failure to purchase the minimum quantity of products constitutes a breach of contract. 2- Whether the corporation was justified in terminating the agreement based on the retailer's failure to meet the minimum purchase requirements. 3- The appropriate measure of damages, if any, to be awarded to the corporation for the retailer's breach. ----Holding/Reasoning/Outcome: The court held that the retailer's failure to purchase the minimum quantity of products as stipulated in the agreement constitutes a breach of contract. The language of the contract clearly outlined the retailer's obligation, and its failure to comply with this term was a direct violation. The court found that the corporation was justified in terminating the agreement due to the retailer's breach. The agreement's termination clause explicitly allowed for termination in the event of the retailer's failure to meet the minimum purchase requirements. The court awarded damages to the corporation, reasoning that the corporation had relied on the retailer's performance as specified in the contract. The measure of damages was based on the lost profits the corporation would have earned had the retailer fulfilled its obligations. The court calculated these damages by considering the difference between the minimum purchase requirements and the actual purchases made by the retailer during the relevant period. ----Citations/Precedents: First Nat'l State Bank v. Commonwealth Fed. Sav. & Loan Ass'n, 610 F.2d 164, 170 (3d Cir. 1979) Ferrari, Alvarez, Olsen & Ottoboni v. Home Ins. Co., 940 F.2d 550, 554 (9th Cir. 1991) Federal Sign & Signal Corp. v. Berry Elec. Co., 337 F.2d 348, 351 (7th Cir. 1964) Mangini v. Wolfschmidt, Ltd., 165 F. Supp. 192, 195 (N.D. Cal. 1958)

Summary: The appellant, a contractor, was awarded a contract by the Capital Development Authority (CDA) to furnish 24 suites at Parliament Lodges. The contract, dated 14.01.1997, was valued at Rs.4,667,889. The appellant completed the work within the prescribed 60-day period, but CDA delayed the payment of the outstanding amount. Although part of the payment was made, Rs.2,514,493 remained unpaid. The appellant filed a suit in 1999, which led to a decree for Rs.241,330, with the claim for escalation charges and interest being denied by the Civil Court. ----Issues: 1- Whether the appellant was entitled to escalation charges for the delay in payment. 2- Whether the appellant was entitled to interest on the outstanding payment. 3- Whether CDA's refusal to pay the remaining amount was justified due to defects in the appellant’s work. 4- Whether the Civil Court’s judgment failed to address damages for CDA's breach of contract. ----Holding/Reasoning/Outcome: The Islamabad High Court upheld the Civil Court's decree, awarding Rs.241,330 to the appellant but denying escalation charges. However, the High Court found that the Civil Court erred in not awarding interest. It was established that CDA breached the contract by delaying payment without justifiable cause. The Court determined that the appellant was entitled to interest at an average rate of 11% per annum from 25.04.1997 until the payment of the outstanding amount in installments. The claim for escalation charges was dismissed based on contract terms explicitly disallowing such charges. ----Citations/Precedents: Section 34 of the Civil Procedure Code, 1908: Discretionary power to award interest on the principal sum. Najm Koreshi Vs Chase Manhattan Bank now Muslim Commercial Limited, Lahore (2015 SCMR 1461): Clarified the court’s discretion to award interest under Section 34. Lahore Development Authority Vs. M/s Faisal International Construction Corporation Limited (2004 CLC 1879): Affirmed the court's discretion in awarding interest. Federation of Pakistan Vs. M/s Aalme Engineers (Pvt.) Ltd. (2015 CLC 1273): Held that delay in payment attracts the provisions of Section 34 CPC.

Summary: Background: The appellant, Telenor Pakistan (Pvt.) Limited, challenged the order dated 06.12.2021, issued by the Pakistan Telecommunication Authority (PTA), which imposed a fine of Rs. 50,000,000/- on the appellant. The fine was levied for failing to provide uninterrupted telecommunication services in Azad Jammu & Kashmir (AJ&K), due to the actions of the Commissioner Inland Revenue, who allegedly disrupted the appellant's operations as part of a tax demand enforcement. -----Issues: 1- Whether the disruption of telecommunication services by the appellant was due to its negligence or an external force beyond its control. 2- Whether the fine imposed by the PTA was justified under the circumstances. 3- Whether the appellant's actions in response to the disruption were in compliance with the regulatory framework and license conditions. -----Holding/Reasoning/Outcome: ---Nature of the Disruption: The court determined that the service disruption was caused by the Commissioner Inland Revenue's actions, which included the attachment and shutdown of the appellant's BTS towers, rather than any negligence on the part of the appellant. This was considered an event of Force Majeure under Clause 12.4 of the appellant's license. ---Force Majeure Clause: The court highlighted the relevance of the Force Majeure clause, which excuses the appellant from fulfilling its obligations under the license if prevented by factors beyond its control. The court found that the appellant had informed the PTA about the disruption in a timely manner and that the PTA should have intervened to support the appellant against the Commissioner’s actions. ---Legal and Constitutional Violations: The court noted that the PTA's actions and the subsequent fine imposed on the appellant were not in accordance with the applicable legal framework and violated the appellant’s rights. The appellant had complied with the legal requirements by informing the PTA and attempting to resolve the issue through the appropriate channels. ---Absence of Negligence: The court found no evidence of deliberate failure or negligence on the part of the appellant to provide telecommunication services. The breakdown was attributed solely to the actions of the Commissioner Inland Revenue, making the fine unjustifiable. ---Prematurity of Proceedings: The court held that the proceedings were premature since the tax assessment/demand was still under adjudication before the relevant appellate forum. The appellant should not have been penalized before the final determination of the tax dispute. The appeal was accepted, and the impugned order dated 06.12.2021 was set aside. The court directed the PTA to consider the context and the Force Majeure circumstances that led to the service disruption, and ruled that the appellant could not be held liable for the breakdown caused by the Commissioner Inland Revenue's actions. -----Citations/Precedents: PLD 1991 SC 963: Evasion of duty not willful and deliberate, penalty is illegal. PTCL 1995 CL 415: Penalty not justified if there is no intent to evade tax. 2003 YLR 2736, 2004 YLR 1689, 2008 MLD 1377: Orders must be rational and fair, in compliance with Section 24-A of the General Clauses Act. 2012 CLC 1145: No penalty can be imposed for events caused by Force Majeure.

Summary: (a) Cantonments Act, 1924 ----S. 273---Notice requirement before instituting suit against a Cantonment Board---Applicability in contractual claims---Respondent (plaintiff) filed suit against Cantonment Board Clifton (CBC) for recovery of consultancy service fees---CBC contended that the suit was barred under S. 273 due to non-compliance with the statutory two-month notice period before instituting the suit---Held, CBC neither raised the objection in its written statement nor denied receipt of the legal notice from the respondent---Failure to raise an objection at the initial stage constitutes waiver of protection under S. 273---Further, suits for contractual compensation do not fall within the purview of acts done "in pursuance of the Act" as required under S. 273(1)---Section 273 does not apply to purely commercial transactions between private parties and a cantonment board, where the dispute does not relate to the execution of statutory duties---Plea of non-compliance with S. 273 rejected. Cited Cases: • Muhammad Yusuf v. Kharian Bibi, 1995 SCMR 784 • Faqir Muhammad v. Muhammad Bibi, PLD 1991 SC 590 • Haji Abdul Aziz v. Karachi Port Trust, 2010 MLD 1916 • Vallayan Chettiar v. Govt. of Madras, AIR 1947 PC 197 • Defence Housing Authority v. Builders & Developers, 2015 SCMR 1799 • Muhammad Ilyas Hussain v. Cantonment Board Rawalpindi, PLD 1976 SC 785 • Lahore Cantonment Cooperative Housing Society v. Builders & Developers, PLD 1999 Lahore 305 (b) Contract Act, 1872 ----S. 70---Obligation to compensate for non-gratuitous services---Consultancy services provided to a cantonment board---Respondent provided consultancy services for urban development projects, including stormwater drainage, sewerage upgrades, and road planning---CBC contended that no formal approval was given for the services and denied liability for payment---Held, under S. 70 of the Contract Act, where a person lawfully does something for another without intending it to be gratuitous, and the other party benefits from it, compensation is due---CBC utilized the consultancy services, did not reject the work, and proceeded with project implementation based on the reports submitted by the respondent---Even if a contract had not been formally sanctioned, CBC was liable to pay compensation on a quantum meruit basis. (c) Civil Procedure & Law of Evidence ----Pleading & Estoppel---Failure to raise a legal objection in the written statement---Waiver of statutory defense---CBC did not raise the defense of non-compliance with S. 273 of the Cantonments Act in its written statement but later introduced the argument during evidence---Held, objections related to procedural defects must be raised at the initial stage of pleadings---Failure to do so constitutes waiver and precludes the defendant from raising the issue at a later stage---Further, CBC's witness consistently responded with evasive statements such as "I am not aware" and "I cannot say," which the court deemed unreliable---CBC failed to effectively rebut the respondent’s documentary evidence, including work orders, follow-up letters, and invoices. Cited Cases: • Cantonment Board Allahabad v. Hazari Lal Ganga Pd., AIR 1934 All 436 • District Board, Allahabad v. Behari Lal, AIR 1936 All 18 (F.B.) • B. Ram Chander Sahai v. Cantonment Board of Meerut, AIR 1947 All 42 • Messrs. Coca-Cola Beverages v. Cantonment Board Chaklala, 2011 MLD 1987 (d) Quantum Meruit & Unjust Enrichment ----Entitlement to compensation for work done despite lack of formal approval---CBC issued multiple work orders, received consultancy services, and utilized the technical reports but later denied liability on the ground that no formal approval was granted---Held, a party cannot benefit from services rendered and later deny liability for payment---Legal principle of quantum meruit applies where work is performed under an implied contract, and the benefiting party is obligated to pay reasonable compensation even if no formal contract was executed. (e) Grant of Interest on Decretal Amount ----Compensation for delayed payment---Trial court decreed the amount of Rs.11,300,000 with 10% per annum interest from the date of filing the suit until recovery---Held, delay in payment of undisputed dues causes financial hardship and merits compensation---Grant of interest upheld as per settled principles of contract law. Disposition: Appeal dismissed. Judgment and decree of the trial court upheld. Each party to bear its own costs.

Summary: Background:The case of M.N. Construction Company v. Government of Balochistan and others (PLD 2024 Balochistan 38) involves a constitutional petition filed by M.N. Construction Company, which contested the requirements for bid security during the procurement process for two major dam projects in Balochistan?Panjgur Storage Dam and Awaran Dam. The company argued against the exclusive demand for bid security in the form of Bank Guarantee or Deposit at Call, proposing instead to use an Insurance Bond/Guarantee from an AA-rated insurance company.---Issues:The primary issue was whether the bid security requirement limiting forms of security to Bank Guarantees or Deposits at Call, without allowing for Insurance Bonds/Guarantees, constituted a discriminatory and restrictive practice in the context of the Balochistan Public Procurement Rules, 2014, specifically Rules 37 and 41. The petitioner argued that this restriction hindered competitive bidding by potentially reducing the number of qualified bidders.---Holding/Reasoning/Outcome:The Balochistan High Court ruled in favor of the petitioner, holding that the restriction to only Bank Guarantees or Deposits at Call as forms of bid security was too restrictive and not in line with the principles of competitive bidding as outlined in the Balochistan Public Procurement Rules, 2014. The court permitted M.N. Construction Company to provide bid security in the form of an Insurance Bond/Guarantee from an AA-rated insurance company, thereby enabling them to participate in the bidding process for the two projects. This decision was aimed at ensuring that the procurement process remained competitive and fair, adhering to the rules which advocate for non-discriminatory and inclusive bidding practices.---Citations/Precedents:Balochistan Public Procurement Rules, 2014 (Rr. 37 & 41)Judgment in C.P. No.757/2021 regarding bid security optionsStandard Form of Bidding Documents (Civil Works) issued by the Pakistan Engineering Council (PEC) and approved by the Executive Committee of the National Economic Council (ECNEC)Various procurement rules comparisons from other Pakistani provinces and the Federal Government, highlighting inconsistencies with Balochistan's procurement rules

Summary: Defination of damages due to breach of contract, based on contract act 1872, principle of restitutio in integrum (restoration to orginal condition)---wrongful dismissal--appeal dismissed.

Summary: Background: The petitioner, previously appointed as CEO of the Small and Medium Enterprises Development Authority (SMEDA) on a three-year contract, contested the Federal Government’s appointment of a successor upon the expiry of his term. The petitioner challenged the new appointment under Article 199 of the Constitution, seeking an extension due to his claimed exemplary performance and alleged procedural irregularities in the successor's appointment process. -----Issues: 1- Whether the appointment of the new CEO complied with the statutory requirements under the SMEDA Ordinance and related regulations. -----2- Whether the petitioner has a vested right to seek an extension of his term as CEO. -----3- Whether an employee can seek an extension of employment through a constitutional petition. -----Holding/Reasoning/Outcome: --Compliance with Appointment Process: The court held that the Federal Government’s appointment of the new CEO was legally flawed. According to the SMEDA Ordinance, the CEO’s appointment requires recommendations from a functional SMEDA Board. The appointment did not follow due process, as SMEDA’s Board lacked the mandatory six private sector members to provide the required recommendations. --Right to Extension: The court determined that the petitioner, having completed his contractual term, held no vested right to claim an extension. The Federal Government’s disinterest in his re-appointment due to performance concerns and complaints was deemed a legitimate reason to deny the extension. --Extension Through Constitutional Petition: The court reaffirmed that a contractual employee cannot demand an extension through a constitutional petition, emphasizing that extensions are not enforceable through constitutional remedies. The court declared the new CEO’s appointment unlawful and set aside the notification. It directed the Federal Government to fill the Board’s vacancies, following which the process for appointing a CEO should proceed lawfully. However, the petitioner's request for an extension was dismissed. -----Citations/Precedents: Muhammad Ashraf Tiwana v. Pakistan (2013 SCMR 1159) - Emphasized transparency in senior public appointments. Ghulam Rasool v. Government of Pakistan (PLD 2015 SC 6) - Stressed adherence to statutory provisions for appointments. Jawad Ahmad Mir v. Dr. Imtiaz Ali Khan (2023 SCMR 162) - Held that contractual employees have no vested right to an extension. Khushal Khan Khattak University v. Jabran Ali Khan (2021 SCMR 977) - Reinforced that contract extensions cannot be sought via constitutional petition. Federation of Pakistan v. E-Movers (Pvt.) Limited (2022 SCMR 1021) - Established that actions must comply strictly with procedural law.

Summary: (a) Qanoon-e-Shahadat Order, 1984 –– ----Arts. 46, 64 & 95 – Leading evidence by attorney – Evidentiary value – Admissibility of testimony by an attorney-holder – Suit for specific performance based on oral and written agreements, where the plaintiff did not appear as a witness and instead relied on an attorney-holder to testify – Held, an attorney-holder cannot depose for the principal regarding facts of which the principal alone has personal knowledge and is required to be cross-examined – If an attorney has not personally witnessed or participated in the transaction, their testimony is inadmissible – Plaintiff’s non-appearance warranted an adverse inference under the principle that a party who withholds best evidence must suffer consequences – Trial court rightly disregarded attorney-holder’s testimony in the absence of the plaintiff’s own evidence – Appeal dismissed. Cited Cases: • Syed Haji Abdul Wahid and another v. Syed Sirajuddin (1998 SCMR 2296) • Mst. Shahnaz Akhtar and another v. Syed Ehsan ur Rehman and others (2022 SCMR 1398) • Maan Kaur (Dead) by LRs v. Hartar Singh Sangha (2010 SCC 512) (b) Transfer of Property Act (IV of 1882) –– ----S. 54 – Effect of unregistered agreements to sell – Rights of the parties – Agreements to sell must be registered to confer any title or interest in immovable property – Held, under S. 54 of the Transfer of Property Act, 1882, a sale of immovable property valued above one hundred rupees must be made through a registered document – Plaintiff’s reliance on unregistered agreements (Exh.P-3 and Exh.P-5) was legally untenable as such documents do not create or transfer ownership rights – Non-registration rendered the agreements unenforceable, and no title could be claimed on their basis. Cited Cases: • Muhammad Iqbal and others v. Mst. Baseerat and others (2017 SCMR 367) (c) Registration Act (XVI of 1908) –– ----S. 49 – Effect of non-registration – Held, as per S. 49 of the Registration Act, 1908, an unregistered document cannot be used to establish, declare, or transfer any legal title in immovable property – Plaintiff did not produce any evidence proving a legal impediment to registering the agreements – Mere possession, without a registered instrument, did not create ownership rights – Appeal dismissed as unregistered agreements were legally ineffective. (d) Transfer of Property Act (IV of 1882) –– ----S. 53-A – Protection under doctrine of part performance – Scope – Plaintiff invoked S. 53-A of the Transfer of Property Act, 1882, claiming that possession was handed over in part performance of the agreement – Held, S. 53-A does not exempt an agreement from mandatory registration but only protects a party from eviction if they have taken possession under a valid contract – Provision can be used as a shield but not as a sword to establish ownership – In absence of a validly registered document, no enforceable right was created in favor of the plaintiff. Cited Cases: • Shrimant Shamrao Suryavanshi and another v. Pralhad Bhairoba Suryavanshi (2002 SCC 676) (e) Qanoon-e-Shahadat Order, 1984 –– ----Burden of proof – Sale consideration – Absence of evidence – Plaintiff failed to prove that the sale price was paid, as there was no record of bank transactions, property sales, or any financial dealings establishing the alleged payment – Held, in the absence of documentary proof of payment, mere oral assertions were insufficient to establish ownership – Failure to prove financial capability to purchase the property weakened the plaintiff’s case. (f) Administration of justice –– ----Limitation – Lapse of time – Suit for specific performance filed after a significant delay of 17 years from the first agreement and 12 years from the second agreement – Plaintiff provided no justification for the delay or evidence of any attempts to enforce her alleged rights earlier – Held, specific performance being an equitable relief cannot be granted when a party fails to act diligently – Delay in filing weakened the credibility of the claim. Cited Cases: • Liaqat Khan v. Falak Sher (PLD 2014 SC 506) • Sheikh Akhtar Aziz v. Mst. Shabnam Begum and others (2019 SCMR 524) • Arif Shah v. Abdul Hakeem Qureshi (PLD 1991 SC 905) (g) Specific Relief Act (I of 1877) –– ----Discretionary nature of specific performance – Relief of specific performance is not an absolute right but a discretionary remedy – Held, courts must assess whether enforcing a contract would be just and equitable – Plaintiff failed to meet legal standards for specific performance due to non-registration of agreements, absence of evidence of sale consideration, and unexplained delay – Court rightly exercised its discretion to refuse the relief sought. Cited Cases: • Muhammad Riaz Hussain v. Zahoor Ul Hassan (2021 SCMR 431) • Mussarat Shaukat Ali v. Safia Khatoon (1994 SCMR 2189) (h) Islamabad Capital Territory –– ----Protection of immovable property – Authority of CDA – CDA directed to take possession of the suit property within 15 days to prevent further unlawful occupation – CDA to preserve the property, clear outstanding utility dues, and restrict any title changes until legal heirs are formally declared – Held, state is obligated under Article 24 of the Constitution to protect private property from illegal claims and encroachments. Disposition: Appeal dismissed – CDA directed to take possession of property – Legal heirs directed to establish inheritance rights through competent court – No ownership rights conferred to the appellant.