1. This is an application under Article 226 of the Constitution of India challenging the letter dated 05.03.2024 issued by respondent No. 1 and praying for quashing of the orders passed by the Estate Officer under Section 5 and 7 of the Public Premises (Eviction of Unauthorised Occupants) Act, 1971.

2. Learned senior counsel appearing on behalf of the petitioners has submitted and has relied on the written notes as follows. The fulcrum of the petitioners’ case is the letter dated 03.12.2021. Apropos the Port’s allegation was that the petitioner had encroached a portion of the land beyond the original leasehold, the petitioner had filed a suit being Title Suit No. 503 of 2009 [renumbered as Title Suit No. 89A of 2019] before the Court of learned 2nd Civil Judge (Senior Division) at Alipore claiming delivery up and cancellation of adverse notices dated 03.08.2006, 05.01.2007 and 22.03.2007 issued by the respondents and declaration that the petitioner is not encroaching and has never encroached any land belonging to the respondents and that the respondent is not entitled to claim any sum as damages/encroachment charges therefore, amongst other reliefs. The petitioner was enjoying an interim order dated 12.02.2009 directing the respondents to maintain status quo in respect of use, occupation and enjoyment of the suit schedule property (including the portion alleged to have been encroached). The said interim order had been made absolute on contest by an order dated 30th June, 2011. The respondents have initiated proceedings under the Public Premises (Eviction of Unauthorised Occupants) Act, 1971 (hereafter, the 1971 Act) against the petitioners claiming recovery of possession, damages and recovery of alleged due rent. The said proceedings were allowed by the Estate Officer of the respondent No.1 by order dated 25th November, 2019, however, making it clear that his findings were subject to the order of status quo passed by the Learned Civil Court and his orders would not be executed until the order of temporary injunction dated 30.06.2011 is in operation. The petitioners filed two appeals on 11.12.2019 before the Learned District Judge at Alipore being PP Appeal No.17 of 2019 and PP Appeal No.18 of 2019, respectively. The said appeals were pending. At this stage, at the instance of the respondents, there were talks of a comprehensive settlement between the respondents and the petitioners. A team of the petitioner No.1 engaged in constructive dialogue with a team of the respondent No. 1. Such process was evinced, inter alia, by letters dated 16.05.2019, 08.06.2020, 09.09.2020 and 25.08.2021. Thus, the said letter dated 03.12.2021 was an offer on the part of the respondents for comprehensively settling all disputes between the parties on the following terms:- (i) You will have to pay compensation @ 1XSOR from the date of ejectment till grant of long term lease. This office has calculated the bills considering 1xSoR which comes to the tune of Rs. 10,76,04,147.07 for the period upto 30.11.2021. As you have already paid the sum of Rs. 10,98,46,718.60 during this period, there is no outstanding at present as per the above calculation on 1XSOR, as approved by the appropriate authority of SMP, Kolkata; (ii) You will have to pay damages for encroachment for the permanently encroached area, found to be msg about 2556.47 sq.mtrs (considering the area msg about 401.341 sqm and 267.561 sqm under plate Nos. D-157-3 & D-157/4 respectively are within the said encroached area) from 01.09.1991 till grant of long term lease @ 4XSOR. The encroachment damages calculated upto 30.11.2021, is Rs.7,61,30,890/- (Rupees seven crore sixty one lakhs thirty thousand eight hundred ninety only) including GST @ 18%; (iii) The licence fee paid under the Plate Nos.D-157/3 & D-157/4 will be adjusted against the encroachment fee and past dues, if any; (iv) You will require to withdraw all the Court cases filed by you in different Courts of law against SMP, Kolkata and will also be required to pay the cost of litigation incurred by KoPT which amounts to Rs. 1,05,935/ upto 16.05.2019 to SMP, Kolkata. Upon you acceptance of the above conditionalities and payment of the above requisite charges, the matter shall be placed before the SMP, Kolkata Board regarding grant of long term lease through tender cum auction, extending FRR to you. Please note this is not an assurance/guarantee from SMP, Kolkata for grating you lease of the above premises. The said offer was accepted by the petitioner No.1, giving rise to a concluded executory contract. The acceptance of the said offer by the petitioners is evinced by the following steps taken by the petitioner No.1 in aid of the said executory contract:- (i) The petitioner No.1 deposited a sum of Rs.6,46,79,120/-by cheque under cover of its letter dated 27.12.2021, deducting a sum of Rs.50 lakh from the amount demanded, since the said sum had already been paid in 2012; (ii) The petitioner No.1 unconditionally withdrew the said pending suit and the two aforesaid pending statutory appeals; (iii) The petitioner No. 1 paid a sum of Rs. 1,05,935/-by cheque dated 10.02.2022 towards the legal expenses incurred by the respondent No.1; (iv) At the instance of the respondents, pursuant to the respondents' letter dated 08.03.2022, the petitioner No.1 deposited a further sum of Rs.50 lakh by way of a cheque dated 02.03.2022; (v) The petitioner expressed readiness and willingness to make payment of the sum of Rs.97,45,352.59 as alleged encroachment charges for the period December, 2021 to January, 2023, while requesting the respondent No.1 to consider some relief. The respondents also acted on the basis of the said contract in the following manner:- (a) Accepted the sum of Rs.4,64,79,120/- and the further sum of Rs.50 lakh paid by the petitioners in terms of paragraph 4(i) and 4(iv) above; (b) By email dated 29.03.2022, the respondent No.1 gave the petitioner liberty to choose from the empanelled valuers of such respondent for valuation of the existing structures for the purpose of fixation of reserve price for the proposed tender process; (c) The respondent No.1 accepted the petitioners' choice of valuer communicated by the petitioner by email dated 2nd May, 2022; (d) The respondent No.1 communicated the work order of valuation given to the expert chosen by the petitioner No.1, by email dated 12.05.2022 sent to the petitioner No.1; (e) The respondent No.1 communicated that the inspection for ascertainment of valuation would be held after 16.05.2022. This was done by the said email dated 12.05.2022 of the respondent No. 1; (f) The respondent No.1, by its email dated 24.05.2022, communicated the valuer of the structures lying inside the premises and requested the petitioner No.1 to accept the said valuation report; (g) The respondent No.1 by letter dated 05.01.2023 sought payment of the alleged encroachment fees of Rs.97,05,352.59 from the petitioner No.1. Suddenly, 14 months after the previous leg of correspondence, the respondent No.1 issued a memo dated 05.03.2024 setting completely new terms and conditions for regularisation of the tenancy of the petitioner No.1 which are as follows:- i) You have to pay a sum of Rs. 7,09,26,394.18 (Rs. 14,70,57,284.18- Rs. 7,61,30,890.00) being the amount of encroachment Charges from 01.09.1991 to 30.01.2024 calculated as per time to time SOR and also continue to pay the said charges upto the date of fresh long term lease; ii) The plot of land msg. 14,220.662 sq.m. will be put up in tender for fresh allotment of 30 years long term lease through e-tender-cum-e auction by giving FRR to you; iii) The encroached area msg. 2578.712 sq.m. will be put up in tender for fresh allotment of 30 years long term lease through e-tender-cum-e auction by without giving FRR to you; iv) You have to withdraw all court cases filed against SMPK, if any and payment of legal cost incurred by SMPK if it is due." The respondent No.1 while issuing the said letter dated 05.03.2024, completely ignored the previous material correspondence including the letter dated 03.12.2021 on the basis of which the concluded contract for settlement had been arrived at by the parties. Instead, the respondent No.1, in the said letter dated 05.03.2024, drew reference to a much prior letter dated 14.03.2019 of the petitioner No.1 requesting for a settlement. The respondent No.1 acted as if the subsequent correspondence including the letter dated 03.12.2021 did not even exist. The grounds of challenge are as follows. A. Promissory Estoppel: The respondent No.1 had, by the letter dated 03.12.2021 proposed certain terms which were accepted by the petitioner No.1 and subsequently substantially acted upon by both the parties. The respondent No.1 had therefore by its positive act and conduct induced the petitioner No.1 to take steps to the detriment of the petitioner No.1, and thereafter sought to resile from the stand taken in the letter dated 03.12.2021. This is barred by the principle of promissory estoppel. In this connection, the following judgments are referred to :- (i) M/S. Motilal Padampat Sugar Mills Co. Ltd. Vs. State of Uttar Pradesh & Ors. reported in (1979) 2 SCC 409; (ii) MRF. Ltd., Kottayam Vs. Assistant Commissioner Tax and Others, reported in (2006) 8 SCC 702; (iii) Manuelsons hotels Private Limited Vs State of Kerela & Ors. reported in (2016) 6 SCC 766; (iv) State of Jharkhand and Others Vs. Brahmputra Metallics Limited, Ranchi & Another reported in (2023) 10 SCC 634. B. Legitimate Expectation: Independent of promissory estoppel and as an additional ground, the petitioners rely on the doctrine of legitimate expectation. Upon having accepted the terms and conditions of the letter dated 03.12.2021 and having substantially acted in terms thereof and expressed their readiness and willingness to act in terms of the balance obligations of the petitioner No.1 as mentioned therein, the petitioners had developed a legitimate expectation that the respondent No.1 would take steps to fulfil and fructify the executory contract and bring the same to its logical conclusion. However, the respondent No.1 by its subsequent act and conduct have defeated such legitimate expectation of the petitioner No.1, entitling the petitioner No.1 to relief in view of such doctrine of legitimate expectation. In this connection, the following judgments are cited :- (i) MRF. Ltd., Kottayam Vs. Assistant Commissioner Tax and Others, reported in (2006) 8 SCC 702; (ii) Bannari Amman Sugars Ltd. Vs. Commercial Tax Officer and Others reported in (2005) 1 SCC 625. No rescission, variation, alteration or novation of a bilateral contract can be made unilaterally. By the acts and conducts of the parties, the concluded executory contract containing the terms and conditions as mentioned in the said letter dated 3rd December, 2021 had come into existence. Steps had been taken by both the parties in aid and persuasion of the said contract. Such being the case, it was not open to the respondent No.1 to have unilaterally resiled from the said contract or from unilaterally suggesting a fresh set of terms and conditions dehors the earlier contract by the said letter dated 05.03.2024. It is trite that no contract can be varied, altered or modified or rescinded unilaterally. The respondent No.1 has, therefore, acted illegally and unlawfully in doing so. In this connection, the petitioners rely on the following judgments - CITI Bank N.A. Vs. Standard Charted Bank & Ors, reported in (2004) 1 SCC 12. D. Action of the respondent No. 1 being arbitrary, is contrary to Article 14 of the Constitution of India. The respondent No.1, an Article 12 authority, acted arbitrarily, unreasonably, whimsically and capriciously in issuing the letter dated 05.03.2024. Such arbitrariness is contrary to Article 14 of the Constitution of India. In this connection, reliance is placed on the following judgments:- (i) Comptroller and Auditor General of India, Gian Prakash, New Delhi & Anr. Vs. K.S. Jagannathan & Anr. reported in (1986) 2 SCC 679; (ii) Subodh Kumar Singh Rathour Versus Chief Executive Officer and Others reported in 2024 SCC OnLine SC 1682; (iii) M.P. Power Management Company Limited, Jabalpur Vs. SKY Power Southeast Solar India Private Limited & Ors. Reported in (2023) 2 SCC 703. Constitutional guarantees under Article 19(1)(g), 21 and 300A of the Constitution of India have been breached by the respondent No. 1. By the aforesaid unlawful actions, the respondent No.1 has infringed the rights of the members and shareholders of the petitioner No.1 as also those of the petitioner No.1 as guaranteed under Article 19(1)(g) of the Constitution of India and also infringed the rights of such members and shareholders as guaranteed under Article 21 thereof. The respondent No.1 has also unlawfully infringed the right to property of the petitioner No.1 as guaranteed under Article 300A of the Constitution of India. In this connection, reliance is placed on the following judgments:- (i) K.T. Plantation Privet Limited & Anr. Vs. State of Karnataka reported in (2011) 9 SCC 1. The respondent No.1 being an authority under Article 12 of the Constitution of India could not have acted in such a fashion. The respondent No.1 is an authority under Constitution of India and is expected to act fairly, reasonably and transparently and in a bona fide manner in all its dealings, including the dealings in connection with contractual matters. Such acts and actions do not behove an authority under Article 12 of the Constitution of India. In this connection, the following judgments are relied upon :- i) Dwarkadas Marfatia & Sons. Vs. Board of Trustees of the Port of Bombay reported in (1989) 3 SCC 293. Tabular traverses of the respondent's main arguments:







3. Learned counsel appearing on behalf of the respondents has submitted and has relied upon the written notes as follows. The writ petitioners by filing the writ petition have challenged the letter dated 05.03.2024 and also asked for quashing of the orders passed by the Estate Officer under Sections 5 and 7 of the Public Premises (Eviction of Unauthorized Occupants) Act, 1971. The petitioner no. 1 was a Lessee in terms of the Lease Deeds dated 1956 and 1971. The Leases, however, were expired in the year 1986 and 1991 due to efflux of time. The main dispute between the parties is in respect of the encroachment made by the writ petitioners and the damages to be charged in respect of such disputed land. The writ petitioner no. 1 has encroached an area of 3500 Sq. Mtr. without there being any authority of law. Such fact would be evident from the writ petition whereby it has been clearly and categorically stated by the respondents that as the petitioners have encroached the property and they are liable to pay damages. As stated hereinabove, after expiry of the lease, eviction and damages proceedings under Sections 5 and 7 were initiated against the writ petitioner no. 1. Eviction order and order of damages were duly passed by the Estate Officer on 25.11.2019. It will appear from the order at page 231 that the eviction order was passed due to expiry of the lease and also due to illegal encroachment of the property belonging to the respondents. It will also appear that an order of damages was also passed. Challenging such order, the writ petitioners filed appeal under Section 9 and has also filed a suit. While the aforesaid proceedings were pending, talks of settlement started between the parties. Offer of settlement was given by the respondents at page 266 of the writ petition dated 12.10.2021 wherein for damages on account of encroachment 4 X SoR (scale of rate) was calculated and certain terms and conditions were also mentioned. However, by issuing further letter the respondents demanded further amount on account of encroachment which led to the present dispute. Case of the Petitioners: - The case of the petitioners is that there was an offer given by the respondents vide letter dated 16.05.2019. In terms of such offer, the respondents have performed their obligations including payment of amount mentioned as well as withdrawal of Section 9 proceedings pending before the Civil Court also withdrawn suit. In view thereof, there was a concluded contract and the respondents are duty bound to act in terms of such concluded contract. As the petitioners have not only paid the amount but also withdrew pending cases, now they are remediless and therefore they have the right of promissory estoppel as against the respondents. It is also submitted that the respondent authority being an Article 12 authority cannot resile from concluded contract and promises made thereof. The writ petitioners, therefore, have prayed for the reliefs mentioned in the writ petition. They have also relied on judgement of Supreme Court reported in 2024 SCC On-line SC 1682. By referring such judgement, it is urged that they have the right of promissory estoppel and under judicial review this writ court has power to pass orders they have prayed for in the writ petition. Case of the respondents: - The dispute revolves around letter dated 03.12.2021. Although it has been claimed that final offer was given by the respondents. However, it will clearly appear from the language of such letter that the offer given is undoubtedly conditional. The important portion of the letter is reproduced hereunder: - "Upon your acceptance (not performance) of the above conditionalities and payment of the above requisite charges (mandatory) the matter shall be placed before SMP (not final), Kolkata Port regarding grant of long term lease through tender-cum-auction extending FRR to you. Please note that this is not an assurance guarantee from SMP, lease of the above Kolkata for granting you premises." (emphasis supplied). Therefore, it is clear from the offer given that it is a conditional offer. It has been clearly stated that "the matter shall be placed before SMP for regarding grant of long term lease". It has also been stated clearly and categorically "Please note that this is not assurance/guarantee from SMP, Kolkata, for granting you lease of the above premises". Thus, the contentions of the petitioners are completely incorrect. Even otherwise the letter clearly stated that upon "your acceptance of the above conditionalities and payment of aforesaid requisite charges". Therefore, the writ petitioner no. 1 was to make payment and to accept the conditions mentioned in such letter. There was no obligation on the part of the writ petitioners to withdraw the legal proceedings without receipt of final sanction. The legal proceedings therefore withdrawn at the cost and peril of the writ petitioners may be on incorrect legal advice or without properly reading the conditions mentioned therein. For faults committed by the writ petitioners, right cannot accrue in favour of the writ petitioners. It is reiterated that the offer given vide letter dated 16.05.2019 is a conditional offer and therefore no right can be accrued in favour of the petitioners. On almost same facts and circumstances this Hon'ble Court has decided that a conditional offer even complied with does not create right in favour of the petitioners. The respondents relying on an unreported judgement of this Hon'ble Court in W.P.O. no. 1134 of 2007 (M/s. Vijaysree Industries Private Limited & Anr. - Vs -The Chairman, Kolkata Port Trust & Ors.). In addition to the above proposition of law that in absence of concluded contract there cannot be any right of promissory estoppel, the respondents are also urging that inasmuch as the respondents are Article 12 authority it cannot go beyond binding mandate of the statute. It is stated the rate of calculation of damages for encroachment was not done unilaterally but it was done strictly in terms of the statute. The respondents have disclosed the draft proceedings of the Board wherein it is clearly stated that damages for encroachment cannot be calculated prospectively and has to be calculated on the basis of the prevailing rate for damages for the preceding years. Such fact will be evident from the Affidavit-in-Opposition. Such document is draft of the proceedings of the Board of the Respondents where after detailed deliberations decision was taken. The respondents have also annexed a chart in the Affidavit-in-Opposition and gave justification why additional rate has been claimed from the writ petitioners. It will be evident that for diverse period different rates of SoR have been calculated and claimed from the respondents. Such rate varied from time to time. The respondents have also disclosed different scale of rate fixed for damages on account of encroachment under Section 49 of the Major Port Trust Act, 1963 at the affidavit-in-opposition and therefore, there is no illegality in claim made by the Respondents. The writ petitioners have encroached vast area of land of an Article 12 authority and therefore, they are duty bound to be penalized with damages. In the instant case the writ petitioners are at fault and therefore, they cannot seek equitable reliefs from this Hon'ble Court. It is the case of the respondents that the scale of rate fixed by the tariff authority of Major Port Trust under Section 49 is law and therefore, the respondent authorities are duty bound to follow the same. On this proposition following judgements are relied on before this Hon'ble Court: - i) The Trustees of the Port of Madras - Vs - M/s. Amin Chand Pyarelal & Ors. Reported in 1976 Vol-III SC 167; ii) Board of Trustees of Port of Bombay - Vs - Indian Goods Supplying Company reported in 1977 Vol.-II SCC 649. In view of the statutory mandate of the Major Port Trust Act, 1963 and the law decided by the Supreme Court, the respondents, therefore, being a creature of statute had therefore no option but to claim the damages on account of encroachment. There is no illegality and as a matter of fact as the writ petitioner no. 1 is an encroacher, he cannot ask for any relief as the claim made by the petitioners are illegal and unjustified. The last proposition of law the respondents wants to humbly urge is that no court or any tribunal can pass any order or direction contrary to the statutory provision. It is also the case of the respondents that even if there is fault on the part of the respondents, there cannot be any estoppel against the statute and promissory estoppel is an equitable right which cannot go beyond the statutory prohibition. On this proposition, the respondents rely on a judgement: - Maharshi Dayanand University -Versus- Surjeet Kaur reported in (2010) 11 SCC 159. The writ petitioners are encroacher and as per statute they are liable to pay damages at the statutory rate and they cannot plead equity or estoppel for fault committed by the writ petitioners themselves. There was no conclusive promise or concluded offer. The offer was conditional and therefore on the given fact also the writ petitioners cannot claim that there is a concluded contract. Lastly inasmuch as the respondents are the statutory authority, it cannot act in violation of the statute. In view thereof as the writ petitioners are at fault and as the respondents have committed no illegality, the writ petition is liable to be dismissed and cost may be imposed on the writ petitioners.

4. I heard the learned counsels for the parties, perused the writ petition, the affidavits and the written notes of submissions.

5. First, the law is well settled that arbitrary, highhanded, malafide and unreasonable actions of the State or authorities under Article 12 of the Constitution of India even in contractual matters, are subject to judicial review under Article 226 of the Constitution of India. Reliance may be placed on Unitech Limited & Anr. (supra).

6. Even the existence of arbitration clause or an alternative remedy of suit cannot be a complete bar against exercise of powers under Article 226 of the Constitution of India. Moreover, it is settled law that a Writ Court would not mechanically relegate a contractual matter to a suit, but would examine whether the relief claimed could be granted within the jurisdiction itself.

7. In Subodh Kumar Singh Rathour vs Chief Executive Officer & Others, reported at (2024) 15 SCC 461, a Bench of Three Judges of the Hon’ble Supreme Court, inter alia, held that in that case, the appellant had challenged cancellation of tender at the instance of the respondent on the ground of arbitrariness and being influenced by extraneous considerations. Thus, it was not a pure contractual dispute but involved public law element since calling of tender carried corresponding public duty to act fairly and reasonably. Hence, the writ petition was found maintainable.

8. The further contention of the respondents was that there was no concluded contract between the parties and as such, no writ would lie and no cause of action was made out in the facts of the present case. However, it appears that the acts were done by the parties in the course of some kind of an agreement. As contended on behalf of the petitioner, the said letter dated 03.12.2021 was an offer of the respondent No. 1 and apparently the petitioner No. 1 accepted the said offer and took steps in terms of the said letter. This would result in the formation of an executory contract despite there not being a bilateral document. A reference may be made to Trimex International FZE Ltd (supra).

9. Now, on the question of another preliminary issue about whether highly disputed questions of fact can be adjudicated under the writ jurisdiction or not, it was contended on behalf of the petitioner that the issues of facts involved in the instant writ petition could easily be decided by hearing along with the documents exchanged between the parties. As such, there is no question of facts being present that would require trial on evidence. The facts in question are indeed not so disputed as could not be dealt with this Court in the writ jurisdiction. A reference may be made in M.P. Power Management Company Limited, Jabalpur Vs. SKY Power Southeast Solar India Private Limited & Ors. (supra).

10. It may be germane to refer further to the factual background that led to the present litigation. The petitioner is indubitably a reputed business entity. Since, long it had been operating its business from the main premises in question. The respondent Port alleged that the petitioner had encroached upon a portion of land beyond the original leasehold. Accordingly, the petitioner filed a suit being Title Suit No. 503 of 2009 (renumbered as Title Suit No. 89A of 2019) before the Court of learned 2nd Civil Judge (Senior Division) at Alipore claiming cancellation of adverse notices issued by the respondents and declaration that the petitioner shall not encroach upon any portion of the land. The petitioner was enjoying an interim order dated 12.02.2009 directing the respondents to maintain status quo in respect of use, occupation and enjoyment of the suit schedule property. The said interim order was made absolute on contest by an order dated 30.06.2011. The respondents initiated a proceeding under the Public Premises (Eviction of Unauthorised Occupants) Act, 1971 against the petitioners claiming recovery of possession, damages and recovery of alleged due rent. The Estate Officer allowed the proceeding by an order dated 25.11.2019, however, making it clear that his findings were subject to the order of status quo passed by the Civil Court. The petitioner had filed two appeals. The same were pending. At this stage, the respondents initiated a comprehensive talk of settlement. Letters were exchanged. By a letter dated 03.12.2021, an offer was made by the respondents for comprehensively settling all disputes. In view of the payment of a sum of Rs.10 crores 98 lakhs and odd for a period, it was held that there was no outstanding as regards payments of compensation from the date of ejectment deal. The petitioners had to pay damages for encroachment for the permanently encroached area measuring about 2556.47 sq. mtrs. from 01.09.1991 till grant of long term lease upto 30.11.2021. The encroachment damages were calculated as Rs.7crores and 61 Lakh and odd. The licence fee paid would be adjusted against. The most important condition was, perhaps, to withdraw the cases filed by the petitioner in different Courts of law against SMP, Kolkata. A litigation cost was also to be paid. According to the petitioner, it accepted such offer and took the following steps. The petitioner No. 1 deposited a sum of Rs. 6 crores and 46 Lakhs and odd under cover of its letter dated 27.12.2021 deducting a sum of Rs. 50 lakhs as it had already been paid in 2012. Most importantly, the petitioner No. 1 unconditionally withdrew the said pending suit and the two aforesaid pending statutory appeals. The petitioner No. 1 also paid a sum of Rs. 7 crores and 5 lakhs and odd towards a legal expense in response to the respondents’ letter dated 08.02.2022, the petitioner paid a further sum of Rs. 50 lakhs by cheque dated 02.03.2022. The petitioner further expressed willingness to make payment of the sum of Rs.97 lakhs and odd as alleged encroachment charges for the period December, 2021 to January, 2023 and requested for considering some relief. The respondents accepted the said sums. Communications were exchanged. Suddenly, about 14 months after the previous leg of correspondences, the respondent No.1 issued a memo dated 05.03.2024 setting completely new set of terms and conditions for tenancy of the petitioner No. 1. The plot of land measuring about 14,220.662 sq. meter would be put up in tender for fresh allotment of 30 years long term lease through e-tender-cum-e auction by giving FRR to the petitioner. However, by then the petitioner had to withdraw all Court cases filed against the SMPK, pay legal costs incurred by the SMPK and pay a sum of Rs. 7 crores and 9 lakh more as encroachment charges from 01.09.1991 to 30.09.2024 calculated as per the time to time SOR. In effect, a far higher charge was now to be levied by the respondent authorities upon the petitioner for the same piece of land.

11. In this context, it is important to consider the expression contained at the end of the letter of the respondents dated 03.12.2021 that upon acceptance of the conditions and the payment of the requisite charges, the matter would be placed before the SMP, Kolkata Board regarding grant of long term lease through tender cum auction, extending FRR to the petitioner. This was followed by a rider that it was not an assurance/guarantee from SMP, Kolkata for granting the petitioner the lease for the said premises.

12. It is true that the tools of interpretation of statues can hardly be used to construe the meaning of a letter. However, certain ground norms are quite settled even if one has to merely understand the plain meaning of a letter. First, the entire document has to be read as an organic whole. Secondly, plain or ordinary meaning has to be given to the words and expressions used. The letter dated 03.12.2021 stipulates payment of huge sums of money by the petitioners and more importantly, withdrawal of pending litigations. Out of these, the withdrawal of the suit would be quite final. Therefore, these cannot be treated as usual or ordinary conditions imposable for applying for something. The respondents cannot act naive and not know that meeting such conditions would have far reaching consequences. In such conspectus, the pledge of placing of the matter before the SMP, Kolkata has to be understood more as a formality.

13. In fact, the rider tends to help the petitioners in this regard. It clearly states that there was no guarantee that the lease would be granted to the petitioners. It would obviously depend on compliance of the FRR. The said non-assurance here, therefore, does not relate to the issue of offering the FRR, but only pertains to the ultimate grant of lease.

14. The scheduled rates which the respondent No.1 relied upon in the letter dated 05.03.2024 cannot be considered as binding on the petitioner as sacrosanct for being statutory as the respondents had earlier asked the petitioner to pay such sum at the prevailing statutory rates of SOR at that point of time. In fact, substantial sums were paid in this regard. More importantly, the petitioner was enjoying an order of injunction of status quo, which was withdrawn on the earlier assurance. Therefore, the respondents cannot now turn a volte’ face, detract from their earlier offer which was substantially adhered to and foist further and higher claims. Not only would these have no semblance of adherence to principles of natural justice and would violate the basic tenets of promissory estoppel, but these could even be treated as partaking of elements of fraudulent acts so as to induce a party by making an offer to take actions at his peril, which cannot even be remedied later, and then, to refuse to act on the offer or representation made earlier.

15. Even, Section 49 of the Major Port Trust Act would apparently not come to save the second letter as the said provision does not necessarily prevent the respondent from agreeing to a promise/statement on terms for giving the party the first right of refusal in the tender process for grant of lease.

16. What was agreed to be given to the petitioners was only a first right to refusal (FRR). Therefore, the lessor would not even be prejudiced if such right is given to the petitioners as per the earlier letter dated 03.12.2021 and in the prevailing circumstance that the petitioner was running an industry at the said premises for such length of time.

17. On the other hand, it would be a complete abuse of the process of Court if the respondents are permitted to take such inconsistent, contradictory and arbitrary stands at different points of time, thereby inducing unsuspecting entities like the petitioners to part with valuable sums of money and even more valuable right to legal remedy and then, to refuse to perform their part of an executory contract or an agreement quite akin.

18. In view of the above, for the balance of convenience and in the interest of justice, this Court hereby quashes and sets aside the letter dated 05.05.2023 issued by the respondent No. 1 and the orders passed by the Estate Officer under the Act of 1971 and directs the parties to act in terms of and in furtherance of the letter dated 03.02.2021 issued by the concerned respondent earlier.

19. With these observations and directions, the writ petition is disposed of.

20. Urgent Photostat certified copy of this order, if applied for, be given to the parties, upon completion of requisite formalities.