Written By: Shruthi Reddy.
Edited By: Christo Sabu.
a. Introduction –
The present Case Commentary is made on the case – Hargopal vs. People’s Bank of Northern India. In this case an application of shares was made on a conditional undertaking which was made by the bank where in the applicant would be made the director of a new branch. The condition which is mentioned above was not fulfilled but the shares were made. The applicant accepted the dividends but did not speak anything about the condition which was made. Later a subsequent suit was filed by the applicant but the court held that it would not be valid as he had waived the condition by his conduct.
The main concept which is being dealt here is about Counter Proposal -A situation where how and why a counter proposal arises and the validity of original offer at that time where the Counter proposal is valid and not the original offer. A person who offers the offer is known as Offeror and the person to whom the offer is made is known as Offeree. Any written or spoken agreement which is enforceable by law, which deals with tenancy or sales, employment etc is called a Contract. A sign which indicates your willingness to agree to something or certain terms especially between two persons is known as an Offer. The first step of formation of Contract is the Offer. The offer marks the beginning of the obligations which are contractual in nature between two parties. An offer is essential for the formation of contract as without offer there can be no acceptance. Acceptance is given only prior the Offer. There are seven types of offer namely Express Offer, Implied Offer, General Offer, Cross Offer, Specific Offer, Counter Offer and Standing Offer. The present case commentary deals with Counter Offer. Counter Offer is when the offeree makes variations and modifications with respect to acceptance of the original offer. A Counter Offer is known as rejection of Original Offer.
b. Facts –
The Case Commentary is being made on Hargopal vs. People’s Bank of Northern India. In the present case, the applicant who is the appellant in the present case made an application for shares which was conditional in nature as it was said by the bank which is the respondent that the applicant would be made the permanent director of the local branch. The shares which were supposed to be taken by him were allotted to him but without fulfilling the condition of him being made the permanent director of the local branch. The applicant in the present case accepted the position by accepting the dividends as a shareholder. He later filed a suit to recover it by pledging his shares. As soon he got to know that he was not being made the director of the branch, as mentioned he filed a suit claiming for the pledging of shares but the subsequent suit by him failed as the court held that with his conduct he waived his right with the condition. It was held in this case that the appellant had waived the conditions because of which he could not content as the allotment was void on the ground of non-fulfilment of the condition as clearly his actions waived the conditions. It was held that a contract arises when a counter proposal is accepted a new contract is formed in terms of the counter proposal and not in terms of the original contract.
c. Issues –
The main issue of contention here is about the Counter Proposal as the actions of the appellant lead to a counter proposal. The Appellant in the present case accepted the shares without saying anything about the position which was agreed upon earlier regarding position as a director at the new branch. As mentioned earlier a subsequent suit was filed by the appellant after accepting the shares as he accepted them without asking about the position as it was the condition on which he agreed to receive the shares. The original offer here was to take the shares along with the position as the new director of the bank of the branch. Later the shares were accepted by the appellant but he did not completely accept the original offer as he did not take the offer to become the director of the branch. The moment he took the shares without accepting the offer as position as director it became a counter offer. Eventually even if he files a subsequent suit, the court did not accept it as his actions waived the original contract and the latter one became a counter offer.
d. Rules-
The law used in the present case comes under Indian Contract Act, 1872 under Proposal which is explained under section 2(a) of the Indian Contract Act, 1872. The main rule used for giving judgment in the present case is Counter Proposal which comes under Proposal and one of the types of proposal and the counter offer which is explained and comes under one of the types of offer. The meaning of Counter Proposal is when the agreeing party is agreeing to the original conditions of the contract but with few modifications which then becomes a contract proposal. When the proposal’s acceptance is unqualified and is not absolute, the proposer may become bound but if by his subsequent conduct, it indicates that he is agreeing to the conditions set up. In the present case the appellant has the same by agreeing the shares but as per the original contract along with the shares, the appellant was supposed to be made the director of the bank branch. When the appellant accepted the shares without objectifying or questioning the condition which was set, he made a counter proposal and had forgone the Original Contract because of which his subsequent suit remains unacceptable.
e. Analysis –
In Hargopal vs. People’s Bank of Northern India, the appellant was Hargopal whereas the respondent was People’s Bank of Northern India. As the facts of the case explain that an application was made for shares but based on a conditional undertaking. The facts explains that the condition to which the appellant agreed was later waived as through his conducts the original offer became a counter offer. Even though a suit was filed by appellant it went in vain as his own actions led to a counter offer and it is because of that he cannot be made the director nor can the claim be fulfilled.
f. Conclusion –
The Case Commentary of Hargopal vs. People’s Bank of Northern India explained the facts of the case, the issues which are involved in the case, the judgement given, the laws that were used for giving the judgment which was explained in the Rules and the analysis explained the overall gist of the case. As already explained the appellant’s suit failed as his actions waived the original contract. He accepted the shares but according to the condition agreed, he was supposed to be made the director of the bank. When the appellant accepted the shares, the original contract ended as he didn’t enquire about the position which was offered to him originally because of which it became a counter offer. The judgement given also explained the same thing, the appellant’s actions failed and it was said that even though the acceptance of a proposal is not absolute and it is unqualified, the proposer may become bound, if the conduct of the other party is such that the conditions are waived.