020-SLLR-SLLR-2006-V-2-CEYLEASE-FINANCIAL-SERVICES-LTD.-vs.-SRIYALATHA-AND-ANOTHER.pdf
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Ceylease Financial Services Ltd. Vs. Sriyalatha and Another
169
CEYLEASE FINANCIAL SERVICES LTD.
VS.
SRIYALATHA AND ANOTHER
SUPREME COURT.
SHIRANIBANDARANAYAKE, J.
AMARATUNGA, J.
MARSOOF. J.
HC COLOMBO 45/2002(1)
SC HC CA 16/2004.
SC CHC (APPEAL) No. 48/2004.
MARCH 15, 2006.
Stamp Duty Act, sections 24, 31,33(1), 69 – Guarantee and indemnity – Do theyfall within the meaning of a “Bond”?-Deficiency of stamp duty – Could it berectified ? – When ? – Liability to pay stamp duty on whom ?
The appellant instituted action against the respondents seeking to recover acertain sum of money based on 3 guarantees and indemnity documents. Atthe trial when the evidence of the plaintiffs witness was given the plaintiffappellant sought to mark the guarantee and indemnity. This was objected to bythe defendent-respondent on the ground that the said guarantee and indemnityhave not been property stamped. The High Court after inquiry into the objectionupheld the objections of the defendant-respondent.
It was contended by the plaintiff appellant that the guarantee and indemnitysought to be marked was not a Bond.
HELD:In considering the document in question what is necessary would beto look to the substance of it in order to identify whether that wouldcome within the meaning of a Bond ?
Guarantee and indemnity given by the defendants – respondents issecurity for the facility granted in terms of the lease agreement theyhad entered into. They had entered into an agreement to pay a fixedsum of money at a definite time and thus the said document falls intothe meaning of a Bond.
It is apparent that a bond which is an instrument under seal wherebyone person binds himself to another for the payment of a specifiedsum of money either immediately or at a fixed future date could includea guarantee bond and or indemnity bond.
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HELD FURTHER:
The appellant was entitled to rectify the deficiency of the stamp dutywith the payment of penalty.
Though sufficient time and an opportunity was given to the appellant torectify the deficiency of stamp duty on the guarantee and indemnity hehad not taken any steps in that regard.
Where an instrument has to be admitted in evidence and if it is not dulystamped the deficiency has to be cured prior to the instrument beingmarked in evidence.
The person who draws, makes or executes the relevant instrumentpertaining to a lease agreement is the leasing company and thereforeunder and otherwise there is an agreement to the contrary the liabilityof paying the stamp duty would be with the leasing company.
per Shirani Bandaranayake, J.:
“ It is also to be noted that regulations are made in terms of section 69 of theStamp Duty Act and the rule of this court is to give effect to the said provisionsas it is the bounden duty of any court and the function of every Judge to impartjustice within the given parameters.”
APPEAL from a judgment of the Commercial High Court of Colombo.
Cases referred to:
Yousoof Mohammed and Another vs. Indian Overseas Bank 19993 Sri LR 278
Wickremasinghe and Other vs. Goodwill Marine Academy (Pvt.)Ltd. 2001 2 Sri LR 284
Nihal Fernando, PC with Ms. Ruchira Anthony for plaintiff-appellantKushan deAlwis with Prasanna de Silva for 1 st and 2nd defendant respondents.Harsha Fernando, Senior State Counsel for Attorney General as amicus curiae
cur. adv. vult.
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Ceylease Financial Services Ltd. vs. Sriyalatha' and Another
(Shirani Bandaranayake, J.)
171
December 11,2006.
SHIRANI BANDARANAYAKE, J.This is an appeal from the order of the High Court of the WesternProvince, sitting in Colombo in the exercise of its Civil Jurisdiction (theCommercial High Court) (hereinafter referred to as the High Court) dated03.08.2004. By that order the learned Judge of the High Court upheld thepreliminary objection raised by the defendants-respondents (hereinafterreferred to as the respondents) and held that the Guarantee and Indemnityin question cannot be marked in evidence. Being aggrieved by that orderthe petitioner – appellant (hereinafter referred to as the appellant) appealedto this Court, where leave to appeal was granted on the following questions:
Has the learned Judge of the High Court erred in law and misdirectedhimself as the Guarantee sought to be marked in evidence doesnot fall within the words “Bond, pledge and mortgage”?
Has the learned Judge of the High Court erred in law andmisdirected himself by totally failing to consider that item No. 7 ofGazette Extraordinary No. 224/3 dated 20.12.1982 as amendedby Gazette Extraordinary No. 948/15 dated 06.11.1996 does notdeal with Gurantees and/or Indemnities ?
Has the learned Judge of the High Court erred in law by making anorder on P2 annexed to the plaint more particularly as P2 is notyet in evidence and has not yet been sought to be marked ?
The facts of this appeal, albeit brief, are as follows:
On 15.03.2002, the appellant instituted action against respondentsseeking inter-alia, Judgment and Decree against the respondents in asum amounting to Rs. 8,914,834 together with interest in a sum ofRs. 6,642,632 from 19.02.2000 until payment in full (XI). The appellantclaimed that the aforesaid amounts were due to it from the respondentsbased on three (3) Guarantee and Indemnity documents relating to three
lease agreements annexed with the plaint marked P2, P7 and P12.
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The respondents filed Answer, dated 02.08.2002, seeking inter-alia,the rejection and/or dismissal of the action of the appellant (X2).
On 02.03.2004, the matter was taken up for trial, and the Evidence-in-Chief of the witness for the appellant commenced. Upon the producing ofGuarantee and Indemnity dated 19.12.1996, through the afore-mentionedwitness, the respondents objected to the said document being acceptedon the basis that the said Guarantee and Indemnity had not been properlystamped.
Learned Judge of the High Court had inquired into the objection takenby the respondents, upheld the said objections and disallowed the appellantfrom producing the said Guarantee and Indemnity as evidence.
Since it was common ground that the questions in issue are of publicimportance and especially deal with the Leasing Industry in the country itwas decided to obtain the assistance from the Hon. Attorney General asamicus curiae.
Having set down the facts of this appeal, let me now turn to examinethe questions of law.
A. Has the learned Judge of the High Court erred in law andmisdirected himself as the Guarantee sought to be markedin evidence does not fall within the words ‘bond, pledgeand mortgage’ ?
Learned President’s Counsel for the appellant contended that Guaranteeand Indemnity sought to be marked in evidence was not a bond. He referedto the following paragraph of the Guarantee and Indemnity, in support ofhis contention, which reads thus:
“We the undersigned do and each of us both
hereby jointly and severally guarantee the punctual paymentby the Lessee of all rental, interest and all other sumswhatsoever due under the Lease Agreement including anyaward taken by the Lessor in any arbitration commencedunder Article 25 of the Lease Agreement and the dueperformance of all the Lessee’s obligations thereunder and we
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Ceylease Financial Services Ltd. Vs. Sriyalatha and Another
(Shirani Bandaranayake, J.)
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and each of us further jointly and severally undertake toindemnify you on demand against all losses, expenses(including legal costs on a full indemnity basis) chargesand damages incurred or suffered by you in consequence ofany failure by the Lessee to perform any of the said Lessee’sobligations under the Lease Agreemenf (emphasis added).
The contention of the learned President’s Counsel for the appellant wasthat a “bond” represents a debt and therefore the document in question isnot a bond. Learned President’s Counsel referred to the 6th Edition ofBlack’s Law Dictionary, which had defined the word “bond” in the followingwords in support of his contention :
“A certificate or evidence of a debt on which the issuingcompany or government body promises to pay the bondholdersa specified amount of interest for a specified length of time,and to repay the loan on the expiration date.
In every case a bond represents debt.”
He also cited the 14th Edition of Wharton’s Law Lexicon, which haddefined the word “bond” to read as follows:
‘The term ‘bond’ is also to denote an acknowledgement ofindebtedness for a loan obtained by a Goverment or Company.Bonds contain provisions as to interest until repayment of theprincipal.”
Accordingly, the contention of the learned President’s Counsel for theappellant is that fa* a document to be a bond, it is mandatory that at thetime of signing the document the person issuing same owed a specificsum of money or a debt to the person to whom it was issued. Thus thesubmission for the appellant is that the person issuing the bond should bethe debtor himself and not a 3rd party.
On the afore-mentioned basis, learned President’s Counsel for theappellant strenuously contended that on a plain reading of P2 and P7, it isapparent that at the time of signing the document, the respondents werenot debtors of the appellant and had not agreed to pay a specific sum.
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Learned President’s Counsel, further contended that, by P2 and P7respondents had only-
fa^ guaranteed to the appellant that the lessee will duly perform hisobligations under the lease agreement, and
(b) agreed to indemnify the appellant for all losses, expenses, chargesand damages suffered by the appellant due to the lessee’s failureto perform his obligations.
In these circumstances, learned President’s Counsel for the appellantcontended that by P2 and P7, respondents had promised the appellantthat they will pay an unspecified sum of money that may be owed in thefuture by a debtor or a 3rd party in the event of such debtor failing toperform his obligations.
Accordingly, the contention of the learned President’s Counsel for theappellant was that P2 and P7 annexed to the plaint were only Guaranteesand/or Indemnities and they are not bonds as determined by the learnedJudge of the High Court.
Considering the afore-mentioned contention of the learned President’sCounsel for the appellant, the question arises as to whether P2 and P7were only Guarantees and/or Indemnities.
It is not disputed as submitted by the learned Counsel for the respondentsthat the appellant had instituted action against the respondents on thebasis of the Guarantee and Indemnity bonds given by the respondents assecurity for the facility granted in terms of the several lease agreements.
It is common ground that the document P2 does not contain the word‘bond’. The question that arises therefore is in such circumstances whetherthe said document, which is a Guarantee and Indemnity would come withinthe purview of a bond.
The 8th Edition of Black’s Law Dictionary (West Publishing Co. 2004,pg. 187), illustrates the meaning of the word ‘bond’, quite elaborately andreads as follows:
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Ceytease Financial Services Ltd. Vs. Sriyalatha and Another
(Shirani Bandaranayake, J.)
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“Bond, n. 1. An obligation; a promise (A)n obligation or inEnglish a ‘bond’, is a document written and sealed containinga confession of a debt; in later times ‘contract’ is the genus;‘obligation’ the species
2. A written promise to pay money or do some act if certaincircumstances occur or a certain time elapses; a promise thatis defeasible upon a condition subsequent; esp. an instrumentunder seal by which (1) a public officer undertakes to pay asum of money if he or she does not faithfully discharge theresponsibilities of office, or (2) a surety undertakes that if thePublic officer does not does not do so the surety will be liablein a penal sum.
The Dictionary further states that,
“ The fact that an instrument is called a ‘bond’ is notconclusive as to its character, It is necessary to disregardnomenclature and look to the substance of the bond itself.
The distinguishing feature of a bond is that it is an obligation topay a fixed sum of money, at a definite time, with a statedinterest, and it makes no difference whether a bond isdesignated by that name or by some other, if it possessesthe characteristics of a bond. There is no distinction betweenbonds and certificates of indebtedness which conform to allthe characteristics of bonds” (emphasis added).
Thus it is clear that, in considering the document in question what inecessary would be to ‘look to the substance’ of it, in order to identifwhether that would come within the meaning of a ‘bond’.
The contention of the learned President’s Counsel for the appellant wasthat, at the time of the execution of P2 or P7 no fixed amount of moneywas agreed as payable by the respondents.
However, it is to be noted that the Guarantee and Indemnity, which theappellant sought to be marked, refers to the lease agreement and statedthat,
“We the under-signed do and each of us doth hereby jointlyand severally guarantee the punctual payment by the Lessee
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of all rental, interest and all other sums whatsoever due underthe Lease Agreement”
The schedule to the aforesaid lease agreement dated 19.12.1996, clearlygives a breakdown of the payments under that agreement. It thus statedthat,
Item (7) Term of Lease: Thirty Six (36) months from date ofAcceptance Receipt
Item (8) Deposit: Nil
Prepaid Rent: Nil covering the last Nil months
Item (9) Thirty Six (36) monthly payments of Rs. 75,962+5,318(7%TT) on the 1st day of each month
Item (10) Rent for renewed Lease : Rs. 2,000
Item (11) Stipulated Loss Value : 1st Year 1,900,000/-
2nd year 1,406,000/-3rd year 779,000/-4th year –
Item (12) Stipulated Loss Value for Renewed Lease: Rs. 2,000/-
Item (13) Overdue Interest:(36% per annum) (emphasis
added)”
As refered to earlier, a ‘bond’ could be defined as an instrument, whichwould make provision for a person to be obliged to pay a fixed sum ofmoney to another at a definite time. A guarantee and/or indemnity alsodeal with a fixed some of money that has to be paid by the guarantor at adefinite time, with regard to a gurantee and/or indemnity, the fixed sum ofmoney payable by the guarantor could be ascertained on a perusal of theschedule to a lease agreement. Such a schedule would indicate the numberof monthly payments and the relevant other payments, which would bedue at a fixed period of time. Accordingly the schedule would specificallyset out a definite and a certain sum that the guarantor intended to guaranteeby a Guarantee and Indemnity. The figures depicted in Item 9 of the scheduleto the lease agreement dated 19V12.1996, thus reflects the fixed amountthat has to be paid at the given tim'ex
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Ceylease Financial Services Ltd. Ms. Sriyaiatha and Another
(Shirani Bandaranayake, J.)
177
It is thus apparent that by the Guarantee and Indemnity given by therespondents as security for the facility granted to the appellent in terms ofthe lease agreement, they had entered into an agreement to pay a fixedsum of money at a definite time and thus the said document clearly fallswith the meaning of a ‘bond’.
In such circumstances, it is evident that the guarantee sought to bemarked in evidence clearly falls with the words ‘bond, pledge and mortgage.’
In the light of the aforesaid examination, let me now turn to consider theposition regarding the provisions in the two (2) Gazette notifications.
Has the learned Judge of the High Court erred in law andmisdirected himself by totally failing to consider that itemNo. 7 of Gazette Extraordinary No. 224/3 dated 20.12.1982 asamended by Gazette Extraordinary No. 948/15 dated06.11.1996 does not deal with guarantees and/orindemnities ?
Learned President’s Counsel for the appellant submitted at the hearingthat item No. 7 of the Gazette Extraordinary No. 224/3 dated 20.12.1982as amended by Gazette Extraordinary No. 948/15 dated 06.11.1996 appliesonly in respect of a bond for a ‘definite and certain sum of money’ and asthe Guarantee and Indemnity sought to be produced and marked, doesnot refer to such a definite and certain sum of money, the provisions ofaforesaid Item No. 7 of the Gazette Extraordinary would not apply to thesaid Guarantee and Indemnity.
Item No. 7 of Gazette Extraordinary No. 224/3 dated 20.12.1982 asamended by Gazette Extraordinary No. 948/15 dated 06.11.1996 readsas follows:
‘7(a) Bond, pledge, bill of sale or mortgage for any definite andcertain sum of money affecting any property other thanany aircraft registered under the Air Navigation Act(Chapter 365) –
(i) Where such bond, pledge, bill of sale or mortgage isfor a sum of money not exceeding Rs. 25,000 -For every Rs. 1,000 or part thereof
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(ii) In any other case –
For every Rs. 1,000 or part thereof
Bond or mortgage whereby any sum of money is hypothecated assecurity for the due performance of any act or acts or for fulfillingany obligation under any contract or otherwise or indemnifyingany person in respect of any damage, loss or expenses, otherthan a bond referred to in paragraph (c) –
For every Rs. 1,000 or part thereof
Bond entered into by an exporter with the Director General ofCustoms as security under a contract in relation to the Manufacture-in -Bond Scheme.”
As refered to earlier, in terms of the Guarantee and Indemnity in question,the respondents had duly stated that they would guarantee the paymentof all rentals, interest and other sums due under the lease agreement inthe event of any failure by the Lessee to perform any obligation under thelease agreement.
It is to be noted, as correctly referred to by the learned Senior StateCounsel and the learned Counsel for the respondents that there are varioustypes of bonds, which have been defined in Black’s Law Dictionary (supra).This includes an ‘Guaranty Bond’ as well as an ‘Indemnity Bond’. Accordingto the definition given in Black’s Law Dictionary (supra) a ‘GuarantyBond’ is:
“ A bond combining the features of a fidelity and a suretybond securing both payment and perfomance.”
Where an Indemnity Bond would mean :
“ A bond to reimburse the holder for any actual or claimedloss caused by the issuer’s or some other person’s conduct.”
V
Item No. 7 of the Gazette Extraordinary, which was referred to earlierdeals with ‘bond, pledge, bill of sale or mortgage’. It is apparent that abond, which is an instrument under seal, whereby one person binds himselfto another for the payment of a specified sum of money either immediatelyor at a fixed future date (Halsbury’s Laws of England Vol, 12, Pg.556-557,para 1385) could include a Guarantee Bond and/or an Indemnity bond. As
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(Shiran! Bandaranayake, J.)
stated earlier it would be necessary to disregard the nomenclature andwill have to look into the substance of the bond itself, to find out its identity.Thus considering ail the facts and circumstances, it is apparent that, onan examination of the nomenclature of the Guarantee and indemnity inquestion, it is undoubtedly in law a bond, which would come within ItemNo. 7 of the Gazette Extraordinary No. 224/3 dated 20.12.1982 as amendedby Gazette Extraordinary No. 948/15 dated 06.11.1996.
Learned President’s Counsel for the appellant took up the position that,Item No. 7 clearly refers to any ‘definite and certain sum of money’ andthat the Guarantee and Indemnity in question is not for such a definite andcertain sum of money.
The details specified in the relevent Guarantee and Indemnity werereferred to earlier, and on a perusal of the contents of that document it isevident that the installment payable and the term of the lease arespecifically set out in that document and accordingly, there is a definiteand certain amount payable by the lessee to the appellant that has beenguranteed by the respondents. As correctly contended by the learnedCounsel for the respondents, no reasonable person would enter into anagreement with the intention of defaulting thereon. Therefore the definiteand certain sum that the respondents had guaranteed by the Guaranteeand Indemnity was the amount that was stated at the time of entering intothe lease agreement. Thus the appellant was to receive a sum of Rs.2,926,080/- (Rs. 75,962/- + Rs.5,318/- per month over a period of 36months). This would be the definite and certain sum, which had beenagreed upon and guaranteed by the respondents on which the stamp dutyhas to be calculated.
The default interest, which had got accrued will not come within thedefinition of ‘definite and certain sum’. In fact section 17 of the Stamp DutyAct, No. 43 of 1982 (as amended) (hereinafter referred to as the StampDuty Act), which deals with the instruments reserving interest hadconsidered this situation, as it has clearly stipulated in that section thatthe consideration is only on the rental and has disregarded the overdueinterest. Section 17 thus stated that,
“ Where interest is expressly made payable by the terms ofan instrument, such instrument shall not be chargeable with
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stamp duty higher than that with which it would have beenchargeable had no mention of interest been made therein.”
Thus it is evident that Item No. 7 of the Gazette Extraordinery No. 224/3 dated 20.12.1982 as amended by Gazette Extraordinary No. 948/15dated 06.11.1996 does deal with guarantees and/or indemnities.
Has the learned Judge of the High Court erred in law bymaking an order on P2 annexed to the plaint moreparticularly as P2 is not yet in evidence and has not yetbeen sought to be marked?
Learned President’s Counsel for the appellant contended that the ordermade by the learned Judge of the High Court is in respect of P2 annexedto the plaint and that was not the document, which was sought by theappellant to be marked in evidence and objected to by the respondents.His contention was that, the document, which the appellant sought tomark in evidence was the Guarantee and Indemnity relating to LeaseAgreement No. 20100389 DT, which was annexed to the plaint and markedas P7. In the circumstances, learned President’s Counsel for the appellantsubmitted that the order of the learned Judge of the High Court relatesonly to P2 annexed to the plaint and not to the document P7 and thereforethe order of the High Court should be set aside.
It is not disputed that the appellant entered into three (3) leaseagreements with the lessee. The three (3) lease agreements, according tothe appellant, were marked as P1, P6 and P11.
The three Guarantees and Indemnities were annexed to theaforementioned lease agreements and accordingly P2 was the Guaranteeand Indemnity annexed to P1, whereas P7 and P12 were the Guaranteesand Indemnities, which were annexed to the two lease agreements markedas P6 and P11, respectively. In all three documents, which were identical,the respondents had entered their names and had signed as the guarantors.
Learned President’s Counsel for the appellant contended that the orderof the learned Judge of the High Court should be set aside as that orderrelates to a document, which was never sought by the appellant to bemarked as evidence and which was never produced before Court.
SCCey/ease Financial Services Ltd Vs. Sriyaiatha and Another 181
(Shirani Bandaranayake, J.)
I find it difficult to accept this position, since the order of the learnedJudge of the High Court clearly relates to all three documents, viz. P2, P7and P12 and it is obvious that the learned Judge of the High Court hadgiven due consideration to the aforesaid documents before examining thelegal position on the preliminary objection taken by the learned Counselfor the respondents. Considering the aforesaid three (3) documents thelearned Judge of the High Court had thus stated that,
In these circumstances it is evident that the contention of the learnedPresident’s Counsel for the appellant is not tenable.
Learned President’s Counsel for the appellant during the course of thehearing took up the position, relying on section 31 and 33 of the StampDuty Act, that the appellant is entitled to rectify the deficiency of stampduty with a subsequent payment and that he should be allowed to pay thedeficit without rejecting the Guarantee and Indemnity in issue.
Section 33(1) of the Stamp Duty Act, deals with the admissibility of adocument and/or an instrument and states as follows :
“ No instrument chargeable with stamp duty shall be receivedor admitted in evidence by any person having by law or consentof parties authority to receive evidence or registered orauthenticated or acted upon by any person or by any officer ina public office or corporation or bank or approved credit agencyunless such instrument is duly stamped.”
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The contention of the learned President's Counsel for the appellant isthat, even if the document in question is not duly stamped at the time ofexecution, it could be stamped at a later stage and be admitted in evidencein Court and such admission cannot be questioned, as there is no timeperiod that has been stipulated for the purpose of paying the stamp dutyand the penalty for a document, which is insufficiently stamped.
Learned Counsel for the respondent conceded that the appellant wasentitled to rectify the deficiency of the stamp duty with the payment of apenalty. However, his position was that the said payment of the penaltyshould be done prior to the production of the document in evidence.
Based on the submissions of the learned President’s Counsel for theappellant, two questions have emerged in terms of the provisions of theStamp Duty Act. The questions thus would be,
Whether the deficiency in stamping would be fatal to theadmissibility of the document in issue; and
Whether such defect could be regarded as curable ?
With regard to these two (2) questions, learned Senior State Counseldrew our attention to the two (2) decisions of the Court of Appeal byEdussuriya, J.
I n the case of Yousoof Mohamed and Another v Indian Overseas Bank*’*the Court had to consider whether the annexures A1 to A5, which werewith the plaint should be rejected, as they were not stamped.
After considering the provisons applicable, the Court of Appeal heldthat,
there is no provision which directs the rejection of a plaint, whichis not duly stamped or a dismissal of an action on that basis;
where a plaint is insufficiently stamped due to any annexures,which have been filed as part and parcel of the plaint, not beingduly stamped, the Court cannot reject or refuse to entertain theplaint or dismiss the action but must necessarily call for thedeficiency in stamps.
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(Shirani Bandaranayake, J.)
Having said that, the Court also was of the view that if there was afailure to supply the deficiency in stamps within a time fixed by Court, theplaint may rejected. Accordingly it was stated that,
“ However, where a plaintiff fails to supply the deficiency instamps within a time fixed by Court, the plaint may berejected (emphasis added)”
This position was again considered in Wickremasinghe and Othersv the Goodwill Marine Academy (pvt.) Ltd.™ (200T) where the plaintiff-respondent in that matter sought to mark in evidence the bond X2, andobjection was taken on the basis that the bond X2 was not duly stampedin accordance with the provisions of the Stamp Duty Act. Considering theapplicable provisions of the Stamp Duty Act, the Court held that under theproviso to section 33(1) of the said Act, an unstamped bond may beadmitted in evidence upon payment of the proper duty or the amount requiredto make up the same and a penalty not exceeding three times the properduty, However, the Court considering the status of the bond in questionclearly stated that,
“This had not been done at the time the documentwas sought to be marked in evidence when the objectionwas taken. Hence the objection must necessarily beupheld.”
On an examination of the rationale of these two decisions, it isapparent that the Court has considered the applicability of section 33 ofthe Stamp Duty Act as imperative, but is curable, if attended to in terms ofthe provisions of the said Act. However, it is also to be borne in mind thatthe Court had taken the view that an attempt to cure the defect should bedone prior to the marking of the document (Wickremasinghe and Others vThe Goodwill Marine Academy (Pvt.) Ltd. (supra).
In the light of the aforementioned, let me now consider thecircumstances of the present appeal.
It is not disputed that, when this matter was before the High Court,the learned Counsel for the respondent had objected to the admissiblilityof the Guarantee and Indemnity, as it has not been prepared in terms of
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the provisions of the Stamp Duty Act. When this matter came up in theHigh Court on 02.03.2004, the appellant had moved for a date to makesubmissions and it had been fixed for 25.03.2004. On that day the appellanthad moved for further time and it was fixed for 03.05.2004, on which dayagain the appellant had moved for further time. On 18.05.2004 appellantmoved for time to file written submissions in respect of the objectionstaken by the respondent.
The steps taken by the appellant in the High Court as stated by thelearned Judge of the High Court in his order further indicates that, whenthe respondent raised the preliminary objection that the appellant had notpaid the required stamp duty in terms of the Stamp Duty Act, the learnedCounsel for the appellant had moved for time for the payment of the saidamount. Thereafter the case had been called on three occasions for thatpurpose, but at the end of that period learned Counsel for the appellanthad submitted that they have affixed sufficient amount of stamps and thatthere is no necessity to pay any further dues as stamp duty. Accordinglythe appellant on 18.05.2004 had moved court for an order on the objectionsraised by the respondent. Referring to this position learned Judge of theHigh Court had clearly stated in his judgment as follows:
It is thus quite clear that, although sufficient time and an opportunitywas given to the appellant to rectify the deficiency of stamp duty on theGuarantee and Indemnity, he had not taken any steps in that regard.
In such circumstances the question that needs consideration is whetherthe deficiency of stamps is a curable defect, which can be rectified uponthe payment of the outstanding stamp duty and the requisite penalty asprovided for under the provisions of the Stamp Duty Act ?
added)”
(emphasis
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Ceylease Financial Services Ltd Vs. Sriyalatha andt Another
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In terms of the proviso to section 33(1) of the Stamp Duty Act, aninstrument, which is not duly stamped may be admitted in evidence uponpayment of the proper duty with which it is chargeable on the amountrequired to make up the same and a penalty not exceeding three timesthe proper duty. The Stamp Duty Act, therefore had made clear provisionto cure the deficiency of an instrument, which is not duly stamped, inorder for such an instrument to be admitted in evidence. Therefore it isapparent that, if there is a deficiency of stamps in an instrument, thatshould be regarded as a curable defect that could be rectified upon thepayment of the outstanding stamp duty and the required penalty in termsof the provisions of the Stamp Duty Act. In fact, referring to the provisionsin the Stamp Ordinance, Lord Goddard, in the Privy Council decision in(Karunapejjalage Bilindi v Wellawa Attadassi Thero) (1945) 47 N.L.R. 7)stated that,
“it would be an unfortunate and probably unintended
result of the Stamp Ordinance if a litigant should be debarredfrom an appeal on a ground which is from a practical point ofview capable of easy remedy without injustice to anyone.”
I am in complete agreement with the view expressed by the Privy Council,as an objection of purely a technical nature should not be upheld to preventthe course of justice.However, it is also necessary to be borne in mindthat, a Court should not allow a process that would pave the way tounwarranted delay, which also would result in thwarting the course of justice.
Accordingly, although it is not specified in the Stamp Duty Act, it wouldbe necessary to consider whether there is a time frame in permitting thepayment of the proper duty and the penalty, when an instrument is notduly stamped. Section 33 of the Stamp duty Act, which is referred toearlier, clearly specifies that no instrument chargeable with stamp duty beadmitted in evidence, unless such instrument is duly stamped. It is thusevident that, stamp duty should be paid prior to the admission of therelevant instrument. In the circumstances, where an instrument has to beadmitted in evidence and if it is not duly stamped, the deficiency has to becured prior to the instrument being marked in evidence.
In the present case, as stated earlier, the learned Judge of the HighCourt had granted time for the appellant to cure the deficiency in stampduty, but the appellant had not taken any steps in this regard.
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Learned Presidenf s Counsel for the appellant submitted that the StampDuty Division of the Department of Inland Revenue had been closed duringthe relevant period and therefore he was unable to obtain an order from therelevant authority, However, it is apparent that as stated earlier, learnedJudge of the High Court after considering the submissions on behalf of theappellant had granted time more than on three (3) occasions for the appellantto pay the proper stamp duty and it is abundantly clear that the appellanthad taken no steps to cure the deficit of the stamp duty.
In such circumstances, when ample time and opportunity had beengranted to the appellant, quite rightly by the learned Judge of the Highcourt, it would not be possible for this Court to grant further time at thisjuncture for the appellant to pay the deficit in stamp duty.
Although the Court should be mindful of not permitting mere technicalitiesto hinder the process of justice, it must also be taken into considerationthat unwarranted delay would also necessarily result in thwarting the courseof justice. Although it is necessary to grant time in remedying the deficit instamp duty, that should be done, prior to the relevant instrument/documentbeing marked in evidence and more importantly within the time fixed bythe Court.
In the circumstances it is evident that the appellant has failed andneglected to rectify the deficiency in stamp duty paid on the Guaranteeand Indemnity and therefore the learned Judge of the High Court wascorrect in holding that he cannot be allowed to produce and mark the saidGuarantee and Indemnity.
There is one other matter I wish to refer to before I part with this Judgment.
Learned President’s Counsel for the appellant submitted that if thiscourt holds that the Guarantee and Indemnity is a document subject tostamp duty under item 7 of the Gazette Extraorinary No. 224/3 dated20.12.1982 as amended by Gazette Extraordinary No. 948/15 dated06.11.1986, the stamp duty would be a large sum of money the lesseewould have to bear thereby burdening the lessee with such stamp duty inaddition to the lease rental and taxes, which he is already obliged to payfor the main lease agreement. He further submitted that the guarantorswill not accept to be liable to pay a large sum of money as stamp duty.
SCCeylease Financial Services Ltd Vs. Sriyalatha and anotherJ87
(Shirani A. Bandaranayake, J.)
The person liable to pay stamp duty is clearly stated in the Stamp DutyAct. Section 24 refers to the person liable to pay stamp duty and refers tovarious categories where as section 24(f) states that,
“ (24) Except where there is an agreement to the contrary,stamp duty shall be payable-
(f) in the case of any other instrument, by the person drawing,making or executing such instrument.” .
The person, who draws, makes or executes the relevant instrumentspertaining to a lease agreement undoubtedly is the Leasing Company andtherefore unless and otherwise there is an agreement to the contrary, theliability of paying the stamp duty would be with the Leasing Companies orthe relevant Financial Institutions.
The purpose and the intent of the Stamp Duty Act, is to facilitate thecollection of revenue. Therefore when provision is made for the impositionof stamp duty on instruments and documents, it is necessary to adhere tothe said provisions although it may seem to be a burden on certain parties.It is also to be noted that, Regulations are made in terms of Section 69 ofthe Stamp Duty Act and the role of this Court is to give effect to the saidprovisions as it is the bounden duty of any Court and the function of everyJudge to impart justice within the given parameters.
For the reasons aforementioned, I answer the three (3) questions onwhich leave to appeal was granted in the negative. This appeal is accordinglydismissed and the order of the High Court dated 03.08.2004 is affirmed.
I make no order as to costs.
GAMINI AM AR ATUNGA, J. — / agree.
SALEEM MARSOOF, J. — / agree.
Appeal dismissed.