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(1981) 1981 January 23 [A. Loizou, DEMETRIADES A N D SAVVIDES, JJ.] KIER (CYPRUS) LTD., Appellants-Defendants, v. TRENCO CONSTRUCTIONS LTD., Respondents-Plaintiffs. (Civil Appeal No. 5770). Practice—T

action—Adjournment—Discretion

trial Court— Principles applicable—Application for adjournment to enable defendants procure a witness—Repeated opportunities given to defendants to make arrangements for presentation

their case—No wrong exercise

discretion by trial Court in refusing 5 the adjournment—Article 30.2

the Constitution and Article 6

(1)

the European Convention on Human Rights

1950. Constitutional Law—Human rights—Right to a fair hearing within a reasonable time—Article 30.2

the Constitution and Article 6

(1)

the European Convention on Human Rights

1950. 10 Contract—Building contract—Impossibility

performance—Section 56

(2)

the Contract Law, Cap. 149—Construction not completed owing to Turkish invasion—Contract terminated by contractor due to inability to proceed to site and complete the undertaken work—Claim for retention money and increase

labour cost— 15 Employer still owing to contractor largesum

money representing extra work by far exceeding the retention money—Section 56

(2)above applicable—Contract having become void restitution could be claimed under section 65

Cap. 149—Claim sustained. Under a written agreement dated the 3rd May, 1972 the 20 respondents, a building construction Company, undertook to construct for the appellants twomain blocks

flats at Kyrenia at the agreed price

C£198,630. The completion

the work was agreed to be done in 22 months for certain

the blocks and in 16months for the remaining blocks, from the commence- 25 ment

the building operations. None

the buildings were 30 1 CX.R. 5 10 15 Kler (Cyprus) v. Trenco Constructions completed on the agreed date and when the Turkish invasion and occupation

Kyrenia took place the above constructions, although near in completion, were neither fully completed nor delivered to the appellants. By means

a letter dated the 24th October, 1974 the respondents terminated the said contract on the ground that their workers and site supervisors were unable to proceed to the site

the works or to continue work at the area as a result

the events that started in Cyprus on the 15th July, 1974 and the subsequent military Turkish invasion on the20th July, 1974. In themeantimetheappellants. claimed payment

an amount

C£12,924 on the basis

the architect's payment certificate dated the 25th June, 1975, the details

which were as follows: Retention under certificate No. 139/26 £9,918.- Less down payment for purchases

materials 2,762,- Increase in labour costs for period 1.4.74-30.6.74 20 25 30 £ 7,156- ' 5,758.- Balance £12,924.- In an action by the respondents for the recovery

the above amount the trial Court decided the case on the provisions

section 65*

the Contract Law, Cap. 149 and gave judgment in favour

the respondents for the above amount, having held that because

the conditions prevailing in Kyrenia since 1974 the contract was impossible

performance. The trial Court further held that the fact that not a complete restitution was claimed but only partial and in particular with regard to a specific item,did not changethesituation; that itwasabundantly clear that the appellants owed considerable money to cover, if necessary, the purpose for which the retention money was provided for in the contract, namely, as a guarantee for any failure bythe contractor; that the rest

the accounts remained outstandingandtherightsofthepartiesinthemwerenot affected Section 65 reads as follows: "When an agreement .is discovered to be void, or when a contract becomes void, any person who has received any advantage under such agreement orcontract isbound to restore it, orto make compensation for it, to the person from whom he received it". 31 Kier (Cyprus) v. Trenco Constructions

(1981)by these proceedings; and that "when accounts are taken as provided by the contract any part

the retention money which ought not to have been paid over to the plaintiffs may easily be deducted from their future claim for extracts". Theaction wasfiledonthe 30thJuly, 1975and after the close 5

thepleadings it has been on the hearing agenda

the Court since March, 1977; and for various reasons adjournments were given on three occasions at the request

the appellants. Eventually the hearing commenced on the 5th July and it continued on the 8thJuly, 1977;and after theconclusion

plaintiffs' 10 case the hearing was adjourned to continue on the 7th August, 1977. On that date counsel for the appellants applied for adjournment on the ground that upon exchange

views with his clients it was decided that the only witness that they could call was a certain Felix Reding who was the Director

the 15 appellants and was handling the whole matter on their behalf at all relevant times; and that this witness could not be traced; and, also, on the ground that they intended to adduce evidence from Kyrenia regarding damages to the building between the Turkish invasion and the termination

the agreement. The 20 trial Court refused the application for adjournment having held that the time that intervened was sufficiently long-for the appellants to prepare their case and procure all the witnesses that they would have. Upon appeal by the appellants it was mainly contended: 25 (a) That the decision and/or order

the Court on the 17th August, 1977 for the non-adjournment

the hearing

the case was given in wrong exercise

its discretionary powers caused injustice to the appellants and amounted in fact to a denial

justice and 30 miscarriage

justice; and violated the right to a fair hearing safeguarded by Article 30

the Constitution. (b) That the trial Court was wrong in concluding that the claim

the respondents could succeed. Held,

(1)on the question

adjournment: That the question whether an adjournment willbegranted or not is undoubtedly a matter

judicial discretion; that as such 32 35 1 CX.R. 5 10 15 Kier (Cyprus) v. Trenco Constructions it has to be examined on the particular facts

each case and not in abstracto; that whether an adjournment will be granted or not must always be considered in the light

the right to a hearing within a reasonable time as provided by Article 30, para. 2,

the Constitution and Article 6, para. 1,

The European Convention

Human Rights

1950, ratified by The European Convention on Human Rights (Ratification) Law 1962 (Law No. 39

1962); that the attendance

the witnesses sought to be brought before the Court could not be compelled by means

the Court's procedure and therefore matters should be delayed for the process to operate; that on the facts

the present case and taking into consideration the repeated opportunities—more than what anyone would expect— given to the appellants to make arrangements for the presentation

their case,there has been no wrong exercise

the Court's discretion.

(2)On the merits

the appeal; 20 25 30 That impossibilityof performancewasduetochanges in circumstances beyond the control

the parties; that, therefore, the legal situation created thereby comes within the ambit

subsection 2

section 56*

Cap. 149, that is, by reason

such events which the parties could not prevent, the performance

the acts agreed to be done under the contract became impossible and therefore the contract as such became void and so restitution could be claimed under section 65; that the legal foundation for such restitution are the provisions

subsection 2,

section 56

Cap. 149 which are satisfied by the factual findings

the trial Court; accordingly the appeal must be dismissed. Appeal dismissed. Cases referred to: International Bonded Stores Ltd. v. Minerva Insurance Co· Ltd.,

(1979)1 C.L.R. 557; 35 Kranidiotis v.Ship "Amor"
(1980)1 C.L.R. 297 at pp. 299-300.; Tofas and Another v. Agathangelou
(1980)1 C.L.R. 560; Diminion

India v. Preety Kumar Ghosh

(1958)A.P. 203, 207. Section 56
(2)

'Cap. 149 reads as follows: "56

(2)Acontract to doanactwhich,after thecontract ismade, becomes impossible, or, by reason

some event which the promisor could not prevent, unlawful, becomes void when the act becomes impossible or unlawful". 33 Kier (Cyprus) v. Trenco Constructions

(1981)Appeal. Appeal by defendants against the judgment

the District Court

Nicosia (Stavrinakis, P.D.C. and Orphanides, S.D.J.) dated the 26th October, 1977 (Action No. 3339/75) whereby they were ordered to pay to plaintiffs the sum

£12,924.— 5 for work done and materials suplied in relation to the construction

two blocks

flats. M. Christofides, for the appellants. G. Pelaghias, for the respondents. Cur. adv. vult. 10 A. Loizou J. read the followingjudgment

the Court. This is an appeal against the judgment

the Full District Court

Nicosia whereby the appellants were adjudged to pay to the respondents the sum

C£12,924.— with interest thereon at 4% p.a. as from 26.12.1977 to the date

payment and costs. 15 The respondents are a building construction Company which has undertaken to construct for the appellants under a written agreement dated the 3rd May, 1972{exhibit 1)and on the terms contained in the document described as The Conditions

the Contract {exhibit 2) two main blocks

flats at Kyrenia 20 and to provide the necessary materials at the agreed price

C£198,360.—plus external work which,according to the respondents, was agreed at C£l8,945.— and according to the appellants at C£17,580.— The completion

the work was agreed to be done in 22 months for blocks known as D, 25 E, G, and 16months for blocks A & D,from the commencement

the building operations. None, however,

the buildings were completed on the agreed date for which there is a dispute as to who was responsible, and when the Turkish invasion took place this construction, although near in completion, 30 was neither fully completed nor delivered to the appellants. The respondents by their letter dated the 24th October, 1974, terminated the said contract. The reason given for such termination was the inability for their workers and site supervisors to proceed to the site

the works or to continue 35 work at the area as a result

the events that started in Cyprus on the 15th July, 1974, and the subsequent military Turkish invasion on the 20th July, 1974. It was also stated therein that the unfortunate situation had continued up to the date

the writing

that letter and itdid not appear that the prevai- 40 ling conditions would improve in the near future. 34 1 C.L.R. Kier (Cyprus) v. Trenco Constructions A. Loizou J. They further said that following the termination

the contract, the architect

the appellant, his quantity surveyors and the respondents should work together to prepare a final bill in accordance with the relevant articles

the aforesaid 5 Conditions

the Contract. In the meantime, however, they claimed payment

the aforesaid sum on the basis

the architect's payment certificate No. 13/260/39A/2. The details contained in this certificate issued by Mr. Alecos Gavrielides. the Supervising Architect, 10 on the 25.6.1975 were as follows: Retention under certificate No. 139/26 £9,918.Less down payment for purchases .

materials 15 Increase in labour costs for period 1.4.74—30.6.74 Balance 2,762.- £ 7,156.7- 5,758.£12,924.- The appellants failed to pay the aforesaid amount, hence the present proceedings. At this stage it is convenient to examine the first ground

20 appeal, that is, "that the decision and/or order

the Court on the 17thAugust 1977,for the non adjournment

the hearing

thecaseand/or thedismissal

theapplication

the appellant company for adjournment

the hearing— (a) was given in wrong exercise

its discretionary power; 25 (b) caused injustice to the appellant company and amounted in fact to a denial

justice and miscarriage

justice, and (c) violates the rights to a fair hearing safeguarded by •Article 30

the Constitution". 30 The relevant facts on this point are the following: This action was filed on the 30th day oif July 1975, by a specially endorsed writ under Order 2, rule 6,

the Civil Procedure Rules. An appearance was entered by the appellants—as defendants—on the 19th August, 1975. An application then 35 was filed by them ex parte for leave to issue and serve a third 35 A, Loizou J. Kier (Cyprus) v. Trenco Constructions

(1981)party notice on "J. L. Kier & Co. Ltd., Tempsford Hall,Sandy, Bedfordshire, U.K.," which was granted on the same day. On the 27th November, 1975,an application for judgment against the defendants in default

defence wasfiledwhich was withdrawn' and leave was granted to file the defence on the 21st 5 January 1977, by their present advocates who in the meantime had been appointed to act assuchin lieu

the original counsel who· had appeared for the defendants. On the 2nd October 1976,an application wasfiledtofixa date for trial and thecase wasfixedfor mention on the 22nd November, 1976, when the 10 case wasadjourned for hearing to the 7th and 8th March 1977. The two consecutive days given by the Court being obviously an indication that the case was to be really heard on those days beinggiven preference in that way to other litigantswhose cases could have been fixed on these two days instead. On 15 the 7th March 1977, counsel for the appellants stated to the Court that he had informed his clients who were abroad since November 1976, but so far he had no instructions from them and under the circumstances he felt bound to apply for an adjournment. Counsel for the respondents-plaintiffs did not 20 object to a short adjournment but he made it clear that he would strongly object to any other adjournment based on the same,ground. The case wasthen fixed for hearing once more on the 6th April, 1977,counsel for the appellants applied once more for an adjournment as he had not until then received 25 any reply from his clients and the case was adjourned to the 29th April 1977, for mention and for a date

hearing to be given, with costs against the appellants. A date

hearing was then given on the 9th May 1977, and the case was fixed in the presence

both counsel on the 22nd June 1977, for 30 hearing, when once more counsel for the appellants—applied for another adjournment ashewas still awaiting further instructions. The case was once more adjourned for hearing to the 5th July 1977, with· costs against the appellants. The hearing commenced, the Court heard two witnesses 35 andasthecross-examination

theArchitect,AlecosGavrielides (P.W.2) would be long, adjourned the case for hearing to the 8th July 1977, when the case for the plaintiffs was concluded by the cross-examination and re-examination

this witness. The time being 12.45 the case was adjourned to be continued ^Q on the,17th August 1977. On that date counsel for the appel36 1 C.L.R, Kier (Cyprus) v. Trenco Constructions A. Loizou J. lants felt once more bound to apply for an adjournment. The reasons he gave were that upon exchange

views with his clients it was decided that the only witness that they could call was a certain Felix Reding who was the Director

the appel5 lants and was handling the whole matter on theii behalf at all relevant times. He could not, however, be traced and the last country they had looked for him wasBelgium where, according to their information, he was staying but he could not be found there also. 10 Also they intended to adduceevidencefrom Kyrenia regarding damages to the buildings between the Turkish invasion and the termination

the agreement. Regarding this evidence it was obvious that they were facing "a physical impossibility". Counsel for the respondents/plaintiffs objected once more 15 to the adjournment, argued that the first ground upon which the adjournment was asked was not valid as they had ample time to prepare their case, they knew who would be needed as witnesses and they should have seen that they were available on the date

the hearing. On the other hand he stressed 20 that this action was not for extras but for the retention money and the cost

the increase

labour and went on to point out that in any event the matters for which they intended to call evidence were irrelevant to the issues before the Court. The ruling

the Court was as follows: 25 30 35 "This case has been on the hearing agenda since March, 1977, and for various reasons adjournments were given at the request

the defendants. Eventually the hearing commenced on the 5th July, 1977, and it continued on the 8th July, 1977. At the end

the case for the plaintiff, the case was adjourned to continue during the Court vacations, on the 7th August, 1977, that is, to-day. It has been stated by learned counsel for the defendant that priority has been given to this case. On this we must make it quite clear that no priority whatsoever was given. The case was fixed for hearing and once it started, it was better to finish it as soon as possible and to avoid a long interval between hearings and this is the main reason why the case was fixed during Court vacations. The time, however, that intervened, was sufficiently long for the37 A. Loizou J. Kier (Cyprus) ?. Trenco Constructions

(1981)defendants to prepare their case and procure all the witnesses that they would have, with the exception

course

evidence from Kyrenia and this in any event is not based on something concrete. We have considered all the aspects

the application for adjournment made by the defendant and we are

the opinion that another adjournment is not justified and, therefore, we refuse the application". 5 Upon that counsel for the appellants said that under the circumstances he had no witnesses to call, he had no other 10 evidence except the documents which were produced; a short adjournment was granted to him in order to go through tnc exhibits and then the hearing was resumed when certain documents were produced by consent and one exhibit already produced was withdrawn, whereupon both counsel addressed the 15 Court. The principles that should govern the exercise

a Court's discretion in granting or refusing an adjournment have been reviewed recently and at length by Savvides, J., in the cases

International Bonded Stores Ltd. v. Minerva Insurance Co. 20 Ltd.

(1979)1 C.L.R. p. 557,and reiterated in the caseof Manolis Kranidiotis v. Ship "AMOR"
(1980)1 C.L.R. p. 297, where the position is summed up as follows (pp. 299-300): "it has been repeatedly stressed by our Supreme Court in a number

cases that delays in the hearing

a case 25 are highly undesirable and that adjournments should be avoided as far as possible and that only in unusual circumstances they must be granted. The reason for this, is that it is in the public interest that there should be some end to litigation and, furthermore, the right

a citizen 30 to a fair trial within a reasonable time according to the Constitution and the Courts should comply with these constitutional provisions with meticulous care. The discretion

the Court in granting an adjournment should be exercised in a proper judicial manner and an order for 35 an adjournment should not be made if there is danger that the rights

a party before the Court will be prejudicially affected by such adjournment". Reference may also be made to the judgment

this Court 38 1 C.L.R. Kier (Cyprus) v. Trenco Constructions A. Loizou J. in the case

Michael Hjipanayi Tofas & Another v. Aglaia Agathangelou

(1980)1 C.L.R. p. 560, where the authorities on theprinciples governing thequestion

the Court's discretion with regard to adjournments were reviewed. 5 The question whether an adjournment will be granted or not is undoubtedly a matter

judicial discretion. As such it has to be examined on the particular facts

each case and not in abstracto; whether an adjournment will be granted or not must always be considered in the light

the right to a 10 hearing within a reasonable time as-provided by Article 30, para. 2,

our Constitution and Article 6, para. 1,

The Euro­ pean Convention on Human Rights

1950, ratified by The European Convention on Human Rights (Ratification) Law 1962 (Law No. 39

1962). 15 20 On the facts

the present case and taking into consideration the repeated opportunities—more than what anyone would expect—given to the appellants to make arrangements for the presentation

their case, we find that there has been no wrong exercise

the Court's discretion. One should not also lose sight in this case

the fact that the attendance

the witnesses sought to be brought before the Court could not be compelled by means

the Court's procedure and therefore matters should be delayed for the process to operate. This disposes

the first ground

appeal. 25 The next ground

appeal turns on the issue by the Super­ vising Architect

a payment certificate in respect

the reten­ tion money and whether the correct procedure provided for in the agreement between the parties was followed or not. The power and authority

the Supervising Architect who was 30 nominated under the contract to issue certificates for payment, are stated in Article 13

exhibit 2. The certificate which has been· produced as exhibit 4 is in respect

an amount

C£12,924.—which is made up

two items, the first one relates to the refund

retention money and the second to payment 35

increases

labour cost. With regard to the payment

retention money, the relevant provision is Article 13, para.

(2)which reads: " Ό εργολάβος θέλει τηρουμένων τών προνοιώντοΟ"Αρθρου 9(β) τοϋπαραρτήματος, δικαιούται είςπιστωτικήυ πληρωμήν 39 A. Loizou J. Kier (Cyprus) v. Trenco Constructions
(1981)της κρατήσεως κατά την έμπρακτου συμπλήρωσιυ των εργασιών, μείον ττοσοΰ ώς καθορίζεται εις το παράρτημα (μη υπερβαίνοντος τό 2% τοΰ ποσοϋ τοΰ συμβολαίου)". ("The contractor shall, subject to the provisions

article 9(b)

the appendix, be entitled to payment

the retention money on the practical completion

the works, less the sum fixed in the appendix (not exceeding 2%

the amount

the contract"). 5 And para, (b)

Article 9reads as follows: " Άποζημίωσις δια μή άποττεράτωσιν: Έάν ό.

εργολάβος 10 παραλείψη να συμπλήρωση τάς εργασίας κατά την ήμέραν τήν καθοριζομένην είς τό παράρτημα ή εντός οιασδήποτε παραταθείσης προθεσμίας συμφώνως προς τήν παράγραφον (ε) τοΰ παραρτήματος, ό αρχιτέκτωνπιστοποιήσει εγγράφως δτι κατά τήν γνώμην του αΰται όφειλον νομικώς νά εΐχον 15 συμπληρωθεί, τότε ό εργολάβος θά πλήρωση ή θά παρα­ χώρηση είς τόν εργοδότην τό αναφερόμενου ποσόν άνω, την καθοριζομένην περίοδου είς τό παράρτημα ώς χρέος και ώς έκτιμηθεΐσαυ άποζημίωσινδιατήνπερίοδουδιαρκούσης της οποίας α'ι ρηθεϊσαι έργασίαι θέλουσι οΰτως παραμείνουν 20 ή ήδη παρέμειυον άποτελείωτοι καΐ 6 εργοδότης δύναται νά αφαίρεση τάς τοιαύτας αποζημιώσεις από οίαδήποτε ποσά οφειλόμενα είς τόν εργολάβου. {"Damages for non-completion: If the contractor fails to complete the works by the date for completion stated 25 in the appendix or within any extended time fixed under clause (e)

these conditions and the architect certifies in writing that in his opinion the same ought reasonably so to have been completed, then the contractor shall pay or allow to the employer a sum calculated at 30 the rate stated in the said appendix as liquidated and ascer­ tained damages for the period during which the works shall so remain or have remained incomplete, and the employer may deduct such sum from any monies due or to become due to the contractor under this contract"). 35 It is clear from the above and that was the approach

the trial Court that the contractor was entitled, upon the actual completion

the work, to the retention money less a certain percentage specified in the contract unless the contractor was 40 1 C.L.R. 5 10 15 20 25 30 35 Kier (Cyprus) v. Trenco Constructions A. Loizou J. liable to pay damages to the owner-employer for delays accord­ ing to an assessment to be made by the Architect. In such a case the owner-employer might deduct the amount

damages from the amount kept by him as retention money. The trial Court,however, pointed out that the situation has been affected and changed by the Turkish invasion and things turned out not to be so simple as would have been in normal circumstances and had this to say: "Firstly; although admittedly there was a delay, yet the contractor was not responsible for it and the architect did not make any assessment under paragraph (b)

Article 9nor was he ever requested to do so by the owner/ employer.

Secondly; the completion

the work has been rendered impossible on accountof the Turkish invasion and, therefore, the contingency rendering the payment

the retention money operative could not and cannot be performed. Thirdly; thecontract hasbeen rightfully terminated by the contractorwithout anyword

protest from the owner/employer and,therefore, it is safe to assume that all provisions, conditions and terms

the terminated contract ceased to have any effect". It then concluded that "the right

the contractor, if any, as to the recovery

the retention money, is not conditional on the issue

a relevant certificate by the architect. It is a right which arose after the termination

the contract and not during its subsistence". The trial Court further took it that perhaps if the contract was not terminated, the payment

that sum and the issue

the relevant certificate would undoubtedly be covered by the teiras and conditions

the contract but not so after the contract itself with all its terms and conditions ceased to exist. And went on to say: "Nevertheless, the archi­ tect issued the said certificate and even if it might not per se create legal rights it contains a statement

his expert opinion which was verified by his own evidence in Court irrespective

the legal aspect

the case". The procedure provided by the contract between the parties is to be found in para.(b)

Article 12thereof. It reads as follows :"(β) Διαδικασία λύσεως 40 Κατόπιν τούτου χωρίς υά παρ^βλάπτωυται τά-συμφέ41 A. Loizou J. Kier (Cyprus) v. Trenco Constructions

(1981)ρουτα έκατέρωυ τώυ συμβαλλομένων μερών τά αμοιβαία των δικαιώματα και εύθυναι θέλουσι εϊσθαι ώς ακολούθως, ήτοι:
(1)Ό Εργολάβος θέλει μέ πασαυ λογικήν ταχύτητα άπομακρύυει έκ τοΰ τόπου τοΰ έργου όλα τά εμπορεύματα του, 5 μηχαυήματα και εγκαταστάσεις και εΰκολύυει τους Υπερ­ γολάβους του νά πράϋουν τό αυτό.
(2)Ό Εργολάβος θά πληρωθή ύπό τοΰ 'Εργοδότου: (Ι) Τήυ συμβατικήυ άΕίαν τώυ άποπερατωθεισών εργασιών κατά τήυ ήμέραν της τοιαύτης λύσεως ώς ανωτέρω ελέχθη συμφώυως τ ω άρθρω 8 τοΰ παρόυτος. (II) Τήυ άΕίαυ της άρίαμέυης και εκτελεσθείσης άλλα μη άποπερατωθείσης εργασίας κατά τήυ ήμέραν της τοι­ αύτης λύσεως ή άΕία αύτη έκτιμηθεΐσα κατά του τοιούτου εκάστοτε άρμόζουτα διάφορου τρόπου ώς προυοεΐται είς τό άρθρου 8 τοΰ παρόυτος. 10 15 (III) Τήυ άίίαν τώυ υλικών ή έμπορευμάτωυ δεόυτως π α ρ α γ γελθέντωυ και παραδοθέντωυ διά τάς εργασίας ήδη πληρωθέυτωυ ύπό τοΰ 'Εργολάβου ή διά τά όποια έχει νομικώς δεσμευθη νά δεχθή παράδοσιυ και της τοι- 20 αύτης άΕίας πληρωθείσης ύπό τοΰ Εργοδότου ταΰτα θέλουσι καταστή ατομική του περιουσία. (ΙΥ) Τήν λογικήν δαπάνηυ της άπομακρύυσεως συμφώυως τ η παραγράφω
(1)τοΰ παρόντος. (Υ) Οιουδήποτε ζημίαυ ή βλάβηυ προΕευηθεΐοαυ είς τόν 'Εργολάβου όφειλομέυην είς τοιαύτηυ λύσιυ ώς ανωτέρω ελέχθη πλέου λογικού κέρδους. 25
(3)Νοουμέυου ότι επιπροσθέτως όλωυ τώυ άλλων μέτρων ό 'Εργολάβος κατόπιν της τοιαύτης λύσεως δύναται υά λάβη κατοχήυ καΐ υά εχη τό δικαίωμα κατασχέσεως 30 ολωυ τώυ μή στηριχθέυτωυ υλικών τώυ προοριζομένων διά τάς εργασίας και τά όποια ήδύναντο υά είχαν καταστή Ιδιοκτησία τοΰ 'Εργοδότου συμφώυως τ ω παρόυτι συμβολαίω μέχρις Οτου γίνει πληρωμή ολωυ τώυ όφειλομέυωυ χρημάτων είς τόυ 'Εργολάβου έκ μέρους τοΰ 'Εργοδότου'.'. 35 (" (b) Determination After this and without any prejudice to the rights

42 1 C.L.R. Kier (Cyprus) v. Trenco Constructions Λ. Loizou J. the contracting parties the common rights and responsi­ bilities will be as follows, i.e. 5

(1)The contractor shall with all reasonable dispatch remove from the site all goods and materials, machinery and installations and shall givefacilities for his sub-contractors to do the same.
(2)The contractor shall be paid by the employer. 10 (I) The total value

work completed at the date

deter­ mination as stated above in accordance with article 8

this contruct. (II) The total value

work begun and executed but not completed at the date

the determination the value being ascertained in accordance with such proper manner as provided for in article 8

this contract. 15 20 (III) The cost

materials or goods properly ordered for the works for which the contractor shall have paid or for which the contractor is legally bound to pay and on such payment by the employer any materials or goods paid for shall become the property

the employer. (IV) The reasonable cost

removal under para (I)

this sub-clause. (V) Any direct loss and/or damage caused to thecontractor by the determination plus reasonable profit. 25 30

(3)Provided that in addition to all other remedies the contractor upon such determination may take possession

and shall have a lien upon all unfixed goods and materials, which may have become the property

the employer under this contract until payment

all monies due to be contractor from the employer"). This procedure provides for a method

liquidation and settlement

accounts without any reference at all to the reten­ tion money, and the trial Court rightly pointed out that the respondents were not claiming a final settlement

accounts 35 or the payment for extra work which according to the evidence

the Supervising Architect represented a substantial sum

money by far exceeding the amount kept by the appellants 43 Λ. Loizou J. Kier (Cyprus) v. Trenco Constructions

(1981)as security, but only the retention money and increases

labour costs. The trial Court found that this procedure was impossible at present or in the near foreseeable future to follow in view

the situation created after the Turkish invasion and decided the case on the provisions

section 65

our Contract Law, Cap. 149, which was found to be applicable and which reads as follows: "When an agreement is discovered to be void, or when a contract becomes void, any person who has received any advantage under such agreement or contract is bound to restore it, or to make compensation for it, to the person from whom he received it". After dealing with the legal position especially as to the meaning

the term "received any advantage" as interpreted and commented upon by reference to authorities in Pollock & Mit/la, 6th Ed., p. 379, had this to say on the position: 5 10 15 "With the above background in mind, we may say that in this case the ictention money is an advantage the defen­ dants are holding not under any proprietary right but 20 as security or rather as a lever to exert pressure upon the contractor to put right certain minor breaches

the contract associated mainly with bad workmanship. Since the contracted work has not been completed and cannot be completed for as long as the political situation prevailing 25 in the island persists and since the contract was rightly terminated by the contractor/plaintiffs, it would be unfair for the defendants to retain such a large sum

money which, according to the terms

the contract is payable upon a contingency unlikely to occur, and even if it does 30 occur it will be too late as the contract had been terminated and, therefore, this matter would have to form the subjectmatter

a new agreement. Moreover, the settlement

accounts and the liquidation

mutual rights and obli­ gations, as provided by the procedure laid down in the 35 contract, could not fully take place and according to the facts the defendants still owe to the plaintiffs a large sum

money for extra work which by far exceeds the amount claimed by the plaintiffs. We feel that the contractors are entitled to the amounts claimed which, moreor less, 40 44 I C.L.R. 5 10 Kier (Cyprus) v. Trenco Constructions A. Loizou J. are liquidated, they are approved in a way by the supervising architect, and we consider it only fair and just that they should be returned to the plaintiffs. When accounts arc taken as provided by the contract, any part

the retention money which ought not to have been paid over to the plaintiffs, may easily be deducted from their future claim for extras. We have dealt in extenso by reference to the retention money alone and we have deliberately avoided any mention to the increase

labour for the simple reason that this part

the claim presents no problem being clearly payable to and recoverable by the plaintiffs". Counsel for the appellants has submitted that the trial Court was wrong in concluding that the claim

the respondents 15 could succeed under the provisions

section b5 ol" the Contract Law, Cap. 149 Section 65 contains the principle

restitution after bcneiit has been received and the agreement is later disco\ered to be void. {Dominion

India v. Preety Kumar Ghosh

(1958)A.P. 20 203, 207). As stated also in Pollock and Mulla. Indian Contract and Specific Relief Acts, 9th Ed.. 461: 25 30 35 "The basis

the section is the doctrine

restiuo in integrum. It docs not make a new contract between the parties but only provides for restitution

the advantage taken by a party under the contract. Unless the Court can. having regard to circumstances

the case, restore the parties to their original position, section 65 would not be applicable. The section is not wider in scope than the English doctrine

restitution. The obligation to pay compensation under section 65 is quite different from a claim under the contract itself and the two cannot co-exist. Restitutionary remedies, as quasi-contractual, only arise where the original contract is put an end to or contracts become ineffective due to mistake or impossibility or lack

writing or lack

capacity". As to when an agreement becomes void because the original contract wasput to an end or it became ineffective due to impos45 A. Loizou J. Kier (Cyprus) v. Trenco Constructions

(1981)sibility one has to resort to section 56

the Contract Law which provides as follows: "56

(1)An agreement to do an act impossible in itself is void.
(2)A contract to do an act which, after the contract is made, becomes impossible, or, by reason

some event which the promisor could not prevent,unlawful, becomes void when the act becomes impossible or unlawful. 5

(3)Where one person has promised to do something which he knew, or, with reasonable diligence might have known, and which the promisee did not know to be impossible 10 or unlawful, such promisor must make compensation to such promisee for any losswhichsuchpromisee sustains through the non-performance

the promise". As stated in Mullet (supra) at pp. 402-403: •'Thedoctrine

frustration comesinto play when a contract 15 becomes impossible

performance, after it is made, on account

circumstances beyond the control

parties or the change in circumstances makes the performance

the contract impossible. In fact impossibility and frustration are

ten used as interchangeable expressions. 20 The changed circumstances make the performance

contract impossible. In India, the lawdealing with frustration must primarily be looked at as contained in sections 32 and 56

the Contract Act. The rule in section 56 exhaustively deals, with the doctrine

frustration

25 contracts and it cannot be extended by analogies borrowed from the English Common Law. The Court can give relief on the ground

subsequent impossibility when it finds that the whole purpose or the basis

the contract has frustrated by the intrusion or occurrence

an 30 unexpected event or change

circumstances which was not contemplated by the parties at the date

the contract". In the present case the trial Court has concluded that because

the conditions prevailing in Kyrenia since 1974, the contract was impossible

performance. Obviously that impossibility 35

performance was due to changes in circumstances beyond the control

the parties. In our view, therefore, the legal situation created thereby comes within the ambit

subsection 46 1 C.L.R. 5 10 15 20 Kier (Cyprus) v. Trenco Constructions A. Loizou J. 2

section 56

Cap. 149, hereinabove set out, that is, by reason

such events which the parties could not prevent, the performance

the acts agreed to be done under the contract became impossible and therefore the contract as such became void and so restitution could be claimed under section 65. In other words, the legal foundation for such restitution are the provisions

subsection 2,

section 56

Cap. 149 which are satisfied by the factual findings

the trial Court. The fact that not a complete restitution was claimed but only partial and in particular with regard to a specific item, does not change the situation. It was made abundantly clear that the appellants owed considerable money to cover, if necessary, the purpose for which the retention money was provided for in the contract. namely, as a guarantee for any failure by the contractor. The rest

the accounts remained, according to the trial Court, outstanding and the rights

the parties in them were treated by the trial Court as not affected by these proceedings. As it put it "When accounts are taken as provided by the contract any part

the retention money which ought not to have been paid over to the plaintiffs may easily be deducted from their future claim for extracts". For all the above reasons this appeal is dismissed with costs. Appeal dismissed with costs. 47

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AI explanation based on the official legal text. Indicative, not a substitute for legal advice.