Pradeep Nandrajog, J.

1. When I use a word Humpty Dumpty said, in rather a scornful tone, it means just what I chose it to mean nothing more nor less Lewis Carrol: Through the Looking Glass.

2. To assimilate the way in which documents are interpreted by applying common sense principles to interpret serious utterances as would be understood in ordinary life is a fairly complex process, though at first blush any person would say, after all, language is a means of communication; language evolved thousands of years ago; surely, humankind must have perfected the art of communication and therefore where is the difficulty in understanding what parties meant by their utterances.

3. But since the word ambiguity is itself not precise and itself is flexible, removing ambiguity in words, to clarify the meaning, becomes a fairly complex task. Ambiguity may arise from doubts as to the meaning of a word used in totality of the ordinary well understood meaning. It may arise from the diversity of subjects to which a word may in the circumstances be applied. It may arise from obscurity as to the full expression in arriving at its conclusion.

4. Construction of a document as explained by Lindley L.J. in Chatenay Vs. Brazilian Submarine Telegraph Co. Ltd. (1891) 1 QB 79 means:-

The expression construction, as applied to a document, at all events as used by English Lawyers, includes two things: first the meaning of the words; and secondly their legal effect, or the effect which has to be given to them.

5. In the report published as (1976) 1 WLR 989 Reardon Smithline Ltd. Vs. Hansen Tangen, Lord Wilberforce commented:-

When one speaks of the intention of the parties to the contract, one speaks objectively and the parties cannot themselves give direct evidence of what their intention was and what must be ascertained is what is to be taken as the intention which reasonable people would have had if placed in the situation of the parties.

6. Similar view was expressed by Lord Reid in the report published as (1964) 1 WLR 125 McCutcheon Vs. David MacBrayne Ltd. when under noted quotation from Gloag on Contract was approved:-

The judicial task is not to discover the actual intentions of each party. It is to decide what each was reasonably entitled to conclude from the attitude of the other.

7. Sir John Donaldson M.R. gave a rather cynical explanation of the unimportance of the actual intentions of the parties in his opinion published as (1987) 1 Lawyers Lloyds Report 230 Summit Investment Inc. Vs. British Steel Corpn.:-

Their actual intentions are happily irrelevant, since, were it otherwise, many, and perhaps most, disputes upon points of construction would be resolved by holding that the parties were not ad idem.

8. LAW AND FACT: The proper construction of a contract is always a question of law. However, the ascertainment of the meaning of a particular word is a question of fact. The origin of this principle i.e. that it is the duty of the judge to interpret the contract is in the early days of methodology adopted in the dispensation of justice where a judge would assist the jury, verdict being of the jury. The jury was bound to accept the judges direction upon the construction of the contract. Thus, construction of a contract was classified as a question of law. As Lord Diplock pointed out in Pioneer Shipping Ltd. Vs. B.T.P. Tioxide Ltd. (1982) AC 724:-

In English jurisprudence as a legacy of the system of trial by juries who might not all be literate, the construction of a written agreement, even between private parties, become classified as a question of law.. The lawyer nurtured in a jurisdiction which did not owe its origin to the common law of England would not record it as a question of law at all. Nevertheless despite the disappearance of juries, literate or illiterate, in civil cases in England, it is far too late to change the technical classification of the ascertainment of the meaning of a written contract between private parties as being a question of law for the purposes of judicial review.

9. Since proper construction of a contract has been held to be a question of law, courts have held that they would not be bound by concessions made by counsel about meaning during course of arguments but would determine the meaning themselves. In the report published as Bahamas International Trust Co. Ltd. Vs. Threadgole, (1974) 1 WLR 1514, Lord Diplock said:-

In a case which turns, as this one does, on the construction to be given to a written document, a court called on to construe the document in the absence of any claim to rectification, cannot be bound by any concession made by any of the parties as to what its language means. The reason is that the construction of a written document is a question of law.

10. My apology for the preface is that instant dispute requires construction of the contract between the parties by ascertaining their intention in relation to the words used in the various clauses of the contract.

11. Since dispute has fallen on my lap, sieved through the process of arbitration, it would be impermissible for me to tinker with the award on questions of fact of course, based on evidence, which are within the exclusive domain of the arbitral tribunal. My domain is restricted to deal with questions of law and that too in context of Section 34 of the Arbitration and Conciliation Act 1996 and the words contrary to public policy as interpreted by their Lordships of Supreme Court in the report published as 2003 (5) SCC 705, ONGC Vs. Saw Pipes Ltd. as held, if an award is erroneous on the basis of record with regard to the proposition of law or its application, the court will have jurisdiction to interfere with the same for it is the primary duty of the arbitrators to enforce a promise which the parties have made and to uphold the sanctity of the contract where from jurisdiction of the arbitrators flows.

12. Their Lordships of the Supreme Court held that where an arbitral tribunal ignores the law of the land, award would be contrary to public policy as rule of law requires every adjudicatory forum to follow and apply the law of the land. It was held that the mandate of an arbitral tribunal binds it to follow the law of the land.

13. My task has been made a little complex for the reason there is an award by the majority, fairly well written, and an opinion of dissent expressed by the minority, equally well penned.

14. Till I discover and identify a well defined legal principle pertaining to interpretation of a document/contract applicable before an adjudicatory forum in India, it may not be permissible for me to hold that the majority opinion is contrary to the public policy and therefore the award suffers from a jurisdictional error; being that, the majority has exceeded the mandate. Indeed, as observed in Saw Pipes case (Supra), mandate of the arbitrators is to decide the dispute as per law.

15. The dispute arose out of an action of ONGC in releasing hired equipments before contract period came to an end and the contractor raising a claim for demobilization charges.

16. Contractor was engaged by ONGC to provide services in connection with exploration of oil in India. Electrologging, Perforating and other Wireless Services were to be provided to ONGC under contract No.MAT/IMPP/SCONE/E-1/001/91-92 dated March 29, 1993. The contract was for a period of 24 months and came into force on 1st October, 1992. It had to end on 30th September, 1994. The contract was extendible, on mutually agreed rates, by 12 months, if required by ONGC. But, before the expiry of the initial 24 months, vide telex dated 5.3.1993 the commission de-hired i.e. released the equipment by informing the contractor:-

LOGGING SERVICES ARE NOT REQUIRED ANY MORE IN NRBC (.) AS PER OUR EARLIER NOTICE TELEX NO.NR/LOG/1(93) DT.4.1.93 AND TELEX OF EVEN NO. DT.17.1.93 REGARDING DEHIRING YOU ARE HEREBY INTIMATED THAT THE SERVICES OF M/S. SCHLUMBERGER IN LOGGING BASE MOHALI ALONG WITH CREW AND EQUIPMENT ARE DEHIRED WITH EFFECT FROM 5.3.93. (.)

17. As a result of de-hiring, contractor sent claims on account of demobilization charges claiming one and one-half months equipment charges at the rates specified under the contract. 4 invoices dated 3.9.1993, 26.10.1993, 26.10.1993 and 31.3.1994 in US$ 1,21,650/-, US$ 2,250/-, US$ 33,000/- and US$ 7,500/- respectively were raised.

18. ONGC rejected the invoices stating that the equipment had not been returned to the point of origin and hence not demobilised. Parties attempted to settle the dispute through negotiations. They failed. Since contract required adjudication of disputes through the forum of arbitration, each party nominated an arbitrator. Presiding Arbitrator was nominated. Arbitral tribunal consisting of Justice Rajinder Sachar (Retd.), a former Chief Justice of this court, Justice Awadh Bihari Rohatgi (Retd.), a former judge of this court and Shri R.P. Bhatt, Sr. Adv. was constituted.

19. Contractor filed the claim being the amounts covered by the 4 invoices. In addition, interest @12% per annum from date of invoice till date of submission of claim was also laid. Amount claimed under the four invoices was US$ 1,64,400/-. Interest claimed was in sum of US$70,372/-. Total claim was US$ 2,34,772/-. Pendente lite and future interest was also claimed.

20. A split verdict came. Majority consisting of Justice Awadh Bihari Rohatgi (Retd.) and Shri R.P. Bhatt, Sr. Adv. held in favour of the claimant. Sum covered by the four invoices was awarded as also the interest prayed for. Dissenting opinion was expressed by Justice Rajinder Sachar (Retd.). He held the claim under the four invoices as not payable under the contract.

21. At the outset, I may note that in para 10 of the majority opinion, formulating the question at issue, it has been recorded:-

10) The point at issue between the parties is purely a question of law. This involves the interpretation of certain clauses of the contract. The short question that arises for our determination is whether the Contractor is entitled to a demobilization charge for equipments dehired by the Commission pursuant to Clause 1.3 of Section-B Annexure-1 of the Contract dated 29.3.1993.

22. The majority award and the dissenting opinion has noted the same clauses of the contract to interpret clause 1.3 which entitled contractor to a demobilization charge. Before noting the reasoning of the majority and the dissenting award, it would be useful to note the various clauses referred to in the two opinions. The clauses are clause 1.3, 1.8, 1.10, 1.11 and 6.5(a). Besides, schedule of rates in section-A of the contract has also been noted.

23. The clauses and the schedule of rates are as under:-

1.3 Demobilization of Equipment:

When Equipment is released by the Commission, a Demobilization charge equivalent one and one-half months equipment charge as shown under paragraph 1.1(a) and (b) in pages B.1 to B.3 will apply. The Demobilization charges will be waived for Equipment released at the end of the contract. A minimum of one month written notice is required if the Commission wishes to demobilize Equipment before the end of the contract.

1.8 Area of Operation:

Area of Operation means anywhere on land on Eastern Region (Nazira, Silchar etc.). Central Region (Calcutta, Bihar etc.). Northern Region (Jammu, Himachal Pradesh etc.) in the states of Assam, West Bengal, Bihar, Jammu and Himachal Pradesh. However, Commission shall have the right to divert/deploy any of the Units anywhere on land in India.

1.10 Mobilisation:

Mobilisation means performance by the CONTRACTOR of all those things necessary to be fully ready to begin work at the Base and shall include the specifying of all Work pre-requisites stipulated in the CONTRACT. Mobilization shall include, but shall not be limited to providing of all transport from point of origin to Base, all Equipment(s) and materials, all Personnel to the satisfaction of Government requirements, and the setting up of Equipment in a condition of full readiness to commence Work. Equipment mobilized during the previous CONTRACT and requested immediately by Letter of Intent (LOI) on the commencement of the new CONTRACT shall be deemed to have been mobilized for the purpose of the new CONTRACT. The mobilization charges will be waived for all Equipment(s) and personnel under CONTRACT to the COMMISSION.

1.11 Demobilization:

Demobilization means the removal of all things forming part of the Mobilization of the CONTRACTOR including all temporary facilities, return of Personnel and Equipment(s) to point of origin and the clean-up and restoration of the Site as required in this CONTRACT.

6.3 Demobilisation:

In no event shall COMMISSION be obliged to pay demobilisation if the Unit on completion of CONTRACT shall commence operation for another company in the Area of Operation.

6.5 Transportation Charges:

All actual costs incurred for transportation of Contractors Units Tools, Equipment, spare parts, supplies and explosives, when imported into the country for the Commissions exclusive service from Contractors point of origin i.e. Houston, Dubai, Singapore, etc. to the Contractors base in India are for the Commissions account.

Schedule of Rates:

A. MOBILISATION CHARGES

When Equipment is requested by the Commission, a mobilization charge equivalent to one and one-half (1-1/2) months Equipment rental as shown in Section B of the Price List will apply.

The Mobilisation charges will be waived for all Equipment presently under Contract to the Commission.

B. DEMOBILISATION CHARGES

When Equipment is demobilized by the Commission, a demobilization charge equivalent to one and one-half (1-1/2) months Equipment rental as shown in Section B of the Price List will apply.

The Demobilization charges will be waived for Equipment released at the end of the Contract.

24. Contention urged by the contractor was that clause 1.3 entitling it to demobilization charges was in the nature of a compensation to the contractor for loss of equipment rental occasioned by the release of equipment while contract was in force and therefore demobilization charges had to be paid. Per contra, ONGC opposed the claim on the ground that demobilization charges were payable to the contractor only when contractor took back the de-hired equipment to the point of origin referred to in clause 6.5(a) and not under any other circumstances.

25. The majority award, in para 22 has agreed with the stand of the contractor. It has observed as under:-

22) A demobilization charge is, in substance, a compensation payable by the Commission for the loss to the contractor of the equipment rental occasioned by the release of the equipment while the contract is still in force. Had the equipment not been released the contractor would have been entitled to equipment rental throughout the subsistence of the contract. Upon a close analysis of the provision in Clause 6.3 it will be noticed that demobilization charge is not payable wherever there can be no expectation of loss of equipment rental, for example, where the equipment is released and immediately commences operation for another company in the area of operation on the completion of the first contract. Similarly if the equipment is released at the end of the contract no demobilization charges are payable.

26. Clause 1.3 has been interpreted in para 20 as under:-

20) Clause 1.3 envisages that the equipment which has been released or dehired will not be re-exported out of India. Because the equipment can again be required by the Commission. This contract was initially for 24 months effective from the commencement date, that is, 1st October, 1992. The period of 24 months, expired on 30.9.1994. But the equipment was dehired with effect from 5.3.1993. Much before the expiry of the contract period. Clause 3.2 provides that the Contract period may be extended by 12 months if required by COMMISSION. Therefore, the contractor cannot remove the equipment to the point of origin. Because if the equipment is again required during the extended period of 12 months by the Commission the Contractor is bound to provide it. Therefore, on release the Commission must pay a detention charge to the Contractor under Clause 1.3 when a dehired equipment is not re-exported out of India. It is a charge payable by the Commission for the restraint on the contractors freedom to deal with his equipment as he pleases on its being dehired.

27. What was the meaning of the word release in clause 1.3 has been opined at by the majority in paras 24 and 25 of the award which reads as under:-

24) Under Clause 1.3 what is contemplated is a release of equipment. It is the release of equipment which attracts a demobilization charge. Secondly, the later part of Clause 1.3 says that no demobilization charge is payable when the equipment is released at the end of the contract. The other contingency contemplated by Article 6.3 is that in no event shall Commission be obliged to pay demobilization if the Unit on completion of contract commences operation for another company.

25) The word release is of great significance. Though it has not been defined in the contract, its meaning must, therefore, be gathered from Clause 1.3 read with Clause 6.3. The word release is not synonymous with demobilization. When equipment is no longer required by the Commission for the execution of the contract it may be released from the contract or dehired. In other words both release and dehire have the same meaning. An identical connotation. But both are distinct from demobilization as defined in Article 1.11.

28. The majority has held that demobilization is a physical process of removal which may follow consequentially upon release or de-hire.

29. In paras 44 and 45, the majority has opined that interpretation depends on the context. Context is what gives the colour. Contextual interpretation is the best interpretation to construe a contract. The majority has held that character of a charge is determined by its true nature. It is not the name by which the charge is described that is determinative, the nature of the charge cannot be divorced from its qualitative aspect. It has been held that it is the qualitative aspect of demobilization charge with which the tribunal was concerned.

30. The majority has given emphasis to the underlying idea of the contract being a profit earning deal between the contractor and the commission and has held that if there was a direct financial loss to the contractor resulting from the release of the equipments, demobilization charges were payable.

31. On the issue of release, the majority has opined that 3 things may happen when equipment was released. The first was when the equipment was released without being required elsewhere during subsistence of the contract. The second was when the equipment is released but immediately mobilized to another project. The third is the release of the equipment at the end of the contract.

32. It has been held that the first situation of release would entitle the contractor to demobilization charges. The second situation would not entitle contractor to demobilization in view of clause 6.3 and the third situation would not entitle contractor to demobilization charges in view of the inherent language of clause 1.3.

33. On issue of interest, the majority has held that in view of the clause 4.2.4 and 4.2.5 which stipulate interest @12% per annum to be paid after expiry of 60 days on undisputed amounts, interest as prayed for has been allowed.

34. The minority opinion has decided the issue in the context of the defence by noting as under:-

The defence of the Commission is therefore basically based on the facts that the equipment has been imported subject to the bond for re-exporting back and therefore when definition of demobilization requires the equipment to be sent to the point of origin, that point is a place from which these equipments were imported, and as that has not been done in the present case, claimant is not entitled to any payments.

Admittedly the dehired equipment, has been imported for some earlier contract, though not for this contract because it was already in India. The equipment was stationed at the time of contract at the base of the claimant at Chandigarh. After its release by commission, the said equipment was brought back to Chandigarh and then probably sent to different places in India, like Chennai (Madras) as the claimant has stated in its reply dated 23.4.1994 to the commission.

35. The minority opinion has found fault with the process of reasoning of the majority in attempting to interpret clause 1.3 as providing for compensatory damages on account of early release of equipments by noting that clauses 25.2 and 24.1 prohibit claim for consequential damages and also empower ONGC to terminate the contract by giving 30 days written notice.

36. The minority has further opinion that there would be anomalies if an automatic payment of demobilization charges has to be read even without returning equipment to point of origin. Applying the interpretation placed by the majority, the minority award, in relation to a hypothetical situation, has queried that suppose after release of equipment, contractor started work with another company, say in State of Tamil Nadu, it would have double advantage inasmuch as contractor gets paid for new work from another company and yet gets demobilization charges from ONGC. The minority award has observed that such an interpretation would obviously be a case of double benefit.

37. Where plain and simple language of a term in a contract is clear and it admits of no two meanings, an interpretation adopted by the arbitrator which runs in the face of the plain meaning of the words used has been held to be a case of an arbitrator acting beyond his mandate.

38. In the report published as 1999 (8) SCC 122 [LQ/SC/1999/820] Steel Authority of India Vs. J.C. Budhiraja it was held:-

The arbitrator derives the authority from the contract and if he acts in manifest disregard of contract, the award given by him would be an arbitrary one. ..........It is true that interpretation of a particular condition in the agreement would be within the jurisdiction of the arbitrator however, in cases where there is no question of interpretation of any term of the contract, but of solely reading the same as it is and still the arbitrator ignores it and awards the amount despite the prohibition in the agreement, the award would be arbitrary, capricious and without jurisdiction. (Underline emphasized)

39. The reason is that an arbitrator is the creation of a contract. He cannot live outside the contract. His mandate is limited by the contract. He cannot, therefore, travel outside the contract.

40. The principles aforesaid are easy to state, but as in the present case, their applicability is not free from legal intricacies. After all, when a word or a phrase has to be interpreted, two equally reasonable persons may be at variance on the issue whether at all, a doubt exists. Reasoning of he who states that he has a bona fide doubt as to the meaning of a sentence may sound very logical in setting out the reasons - why he doubts. Equally forceful would appear the reasoning of the non doubter when he justifies - why he does not harbour a doubt. It could therefore well be argued that where an arbitrator gives reasons for the doubt or the ambiguity, the court has to then consider the justiciability of the reasoning which brings out a doubt or ambiguity. It could be argued that in relation to an arbitrators award this would be immune to a legal challenge inasmuch as it is the exclusive domain of the arbitrator to ascribe meaning to a word, inasmuch as, meaning of a word is a question of fact, notwithstanding interpretation of a document being a question of law.

41. I quite see the logic and reasoning of the view afore noted. Indeed, the court would be treading on a very narrow ridge. Any wrong step a judicial fall from the ridge into a gorge.

42. Having identified my adjudicatory power to deal with the issue at hand in relation to the jurisdiction which I am exercising under Section 34 of the Arbitration and Conciliation Act 1996 and additionally noting the process of reasoning adopted by the majority and the dissenting opinion, I think my first and foremost task is to determine whether the majority has applied correct principles of interpretation qua the document i.e. the contract between the parties.

43. Origin of Law of Contract is to be found in the common law judge made law. Principles of interpretation have been evolved by courts keeping in view equity, justice and good conscience at the forefront. They have found universal application in virtually all legal systems which have adopted the model of common law. Since I am dealing with a contract, I would be failing in not noting that the preamble to the Indian Contract Act 1872 records:-

Whereas it is expedient to define and amend certain parts of law relating to contracts.

44. The legislature has clearly spoken that wherever the legislature thought it expedient to define and amend certain parts of the law relating to contracts, the Indian Contract Act 1872 has been enacted. It is thus not an enacting code. It is also not a consolidating code. The Act does not profess to be a complete code. To the extent legislature has enacted, law of contract would be governed by the Indian Contract Act 1872, and wherever not the courts would be free to cull out common law principles and apply the same. Of course the said principles should not be in conflict with the statutory provisions of the Indian Contract Act 1872.

45. Usage or custom has been recognized as law. Why look to jurisprudential texts Article 13(3) of the Constitution of India, though in relation to Part 3 of the Constitution of India, states that laws includes custom or usage having in the territory of India the force of law.

46. If I was to make an inventory of judicial decisions on interpretation of a contract it could well take me over 500 pages to only index the judgments.

47. All judicial opinions refer to task of construing a contract as a task involving application of principles of interpretation. Thus, if an arbitrator or an arbitral tribunal ignores a well recognized principle of interpretation, such an award would be against public policy within the meaning of Section 34 of the Arbitration and Conciliation Act 1996, as understood and interpreted in Saw Pipes Case (Supra), thus calling for interference.

48. The fundamental error committed by the majority arbitrators is that they have ignored the most vital principle of interpretation of contracts. The majority opinion has gone about interpreting the word demobilization in the context of the substantive clauses of the contract which contain the reciprocal obligations of the parties, ignoring that the word demobilization was defined under clause 1.11 to mean a particular facet of what demobilization generically means. The majority lost sight of the fact that clause 1.3 dealt with entitlement to demobilization charges whereas clause 1.11 defined what demobilization meant. Clause 1.3 was a charging clause and clause 1.11 was a defining clause. The two operated in their own respective fields.

49. The majority lost sight of the well recognized principle of law, being: Where parties have attributed their own peculiar meaning to words it is the duty of the court to give effect to that meaning.

50. Kim Lewison, Q.C. in his book, The Interpretation of Contracts 2nd Edition, has dealt with this principle of interpretation by stating it as:-

This principle is often described as the case in which the parties have made their own dictionary, for their using words neither in the sense to be found in a published dictionary, nor yet in some recognized technical sense.

51. The best known formulation of this principle is by Lord Cottenham L.C. in the report published as (1837) 2 My. and Cr. 192 Lloyd Vs. Lloyd.

If the provisions are clearly expressed and there is nothing to enable the court to put upon them a construction different from that which the words impart, no doubt the words must prevail; but if the provisions and expressions be contradictory, and if there be grounds, appearing from the face of the instrument, affording proof of the real intention of the parties, then the real intention will prevail against the obvious and ordinary meaning of the words. If the parties have themselves furnished a key to the meaning of the words used, it is not material by what expressions they convey their intention.

52. As observed by Romer L.J. in the report published as (1933) 1 Ch.858 in Re Sassoon, the court has no power whatsoever of adding to or subtracting from the words of a written instrument and where a settler, in the instrument itself has indicated sufficiently plainly that he is using certain words or phrases in a particular manner, other than their literal or ordinary meaning, he i.e. the settler having provided his own dictionary, the court will have to construe such word or phrase in the light of that dictionary.

53. The majority forgot that clause 1.11 is the dictionary created by the parties inasmuch as the clause defines what demobilization means. The fault with the award of the majority is that this principle of interpretation has been ignored.

54. As observed in the report published as AIR 1960 SC 971 [LQ/SC/1960/149] Vanguard Fire and General Insurance Vs. Fraser and Rosk. Where a word is defined to mean such and such, the definition is prima facie restrictive and exhaustive. In contrast where the word defined is declared to include such and such, the definition is prima facie extensive. See AIR 1960 SC 610 [LQ/SC/1960/18] State of Bombay Vs. Hospital Mazdoor Sabha.

55. Clause 1.11 of the contract defines demobilization to mean the removal of all things forming part of the mobilization of the contractor, including all temporary facilities and includes return of personnel and equipments to point of origin.

56. Point of origin referred to in the contract as per clause 6.5 means Houston, Dubai, Singapore.

57. The majority award has rendered meaningless the words to point of origin in the definition clause i.e. clause 1.11 which defines demobilization.

58. Wherever the word demobilization is used in the contract in question, it must mean demobilization as defined under Clause 1.11 of the contract.

59. Ex facie, the majority opinion has redefined the contours of the word demobilisation and has rewritten the same.

60. Thus, two jurisdictional errors have been committed by the majority which amount to the majority going beyond its mandate. The first is to ignore the well recognized principle of law of construction of a contract that where parties have defined a particular word, they having created their own dictionary, the person charged with the duty to construe the contract has to adopt the particular meaning assigned by the parties to a particular word. Second error committed by the majority, which again relates to its mandate is to render redundant the words return to point of origin which words are an inherent and integral part of demobilization. The rule against redundancy has been violated.

61. The majority has forgotten that to get demobilization charges under clause 1.3, act of demobilization as defined under clause 1.11 had to be fully performed. Thus, if there was no demobilization as defined by clause 1.11, there was no question of entitlement to demobilization charges. To put it in different words, maintainability of claim towards demobilization charges had to be seen through the eyes of clause 1.3, but sustainability of the claim had to be seen through the eyes of clause 1.11.

62. As observed in the report published as 2004 (8) SCC 644 [LQ/SC/2004/1086] United India Insurance Co. Vs. Harchand Rai Chandan Lal it is settled law that parties have to abide by the definitions given in a contract and all clauses using the defined word must be interpreted with reference to the definition.

63. This would be sufficient for this court to set aside the award of the majority and hold in favour of the minority opinion.

64. But my reasons for not bringing the curtains down at this stage itself is to note a serious flaw in the reasoning of the majority award.

65. I had debated in my mind whether to note the same, lest I create a confusion for posterity as to the scope of judicial interference under Section 34 of the Arbitration and Conciliation Act 1996. I debated within myself whether this may open up a new field of judicial intervention under Section 34 of the Arbitration and Conciliation Act 1996 i.e. reasonableness of the reasoning of the arbitrators.

66. Clarifying that reasonableness of reasoning of an arbitral tribunal is only permissible to be questioned on the ground of absurdity/perversity as understood to mean that no reasonable person would so reason it out, I clarify that my opinion hitherto under is not to expand the well recognized scope of judicial interference in respect of reasonableness of the reasons given by the arbitrators, but is to note the consequences flowing from the interpretation by the majority, a consequence which appears to be contrary to the intention expressed in the other parts of the contract.

67. As noted above, learned arbitrators had to interpret clause 1.3 of the contract and while so interpreting, in paras 24 and 25 of their opinion, the learned arbitrators i.e. the majority have held that release of equipment attracts demobilization charges and therefore the word release is not synonymous with demobilization.

68. The said interpretation of clause 1.3 is perfectly correct and cannot be faulted with for the reason, demobilization charges equivalent to one and one-half months equipment charges are payable when equipment is released by ONGC during subsistence of the contract validity period, but what has been lost sight of by the majority is that the word demobilization has to be given the meaning which parties have chosen to give in terms of the clause 1.11 of the contract. The error in the majority opinion is to ignore the fact that demobilization is the consequence of release of the equipment. Thus the two could never be synonymous terms as correctly opined by the majority. But this is a non issue because the word demobilization has to be understood as defined under clause 1.11 to mean removal of things forming part of mobilization and their return to point of origin.

69. Learned arbitrators expressing the majority opinion failed to note that demobilization requires return of equipment and personnel to point of origin and in that context demobilization charges were not to compensate the contractors loss of rental but was to recompense the contractor the expenses towards demobilization i.e. removing mobilized equipment and taking it back to the point of origin.

70. The minority award has applied correct principles of interpretation of contracts and has therefore reached the correct conclusions. I may note that the minority award has noted a fact ignored by the majority award, being that the equipment was brought to India with custom declarations that it would be used for execution of certain works and thereafter re-exported. The minority award has correctly noted that the contract in question was in consonance with the obligation of the contractor to take back the equipment to point of origin or if contractor used the equipment elsewhere in India for another contract, he would not be re-exporting the equipment from the shores of this country, meaning thereby the act of demobilization will not be completed.

71. I need not deal with the issue of interest inasmuch as I am holding against the contractor to the very entitlement under the contract.

72. For the reasons recorded above the petition is allowed. Impugned majority award dated 22.5.1998 published by Justice Awadh Bihari Rohatgi (Retd.) and Shri R.P. Bhatt, Sr. Adv. is set aside and the award of even date published by Justice Rajinder Sachar (Retd.) is affirmed.

73. No costs.