P L D 1976 Karachi 458 (PLP)

DORAB PATEL, J.

This Letters Patent Appeal arises out of a claim for work done and services rendered by the respondent to the appellant about twenty years ago. More than twenty years ago, the appellant had invited tenders for the construction of the Gudu Barrage in Upper Sind, and, for the purpose of this appeal, it is sufficient to state that the respondent had, after negotiations, submitted a modified tender more than twenty years ago on the 19th September 1955. Before this tender, which was for Rs. 6,30,60,361.00 could be accepted, the Province of West Pakistan had been created; there fore, by a letter on behalf of the said Province, dated the 11th of November 1955, the respondent was informed that the Government had decided to accept its tender of 19th September 1955. The respondent was, accordingly, directed to contact the Chief Engineer, Gudu Barrage, and was further informed that this letter was a Letter of Intent. In accordance with the direction given in this letter by the Government, the respondent contacted the Chief Engineer in order to finalise the contract documents, and it was directed to commence the preliminaries for the proposed constructions. Accordingly, it engaged staff, prepared designs and incurred other expenditure on account of the directions of the Government for which it received an ad hoc payment of Rs. 121 lakhs against a guarantee furnished by it. It claims thereafter to have incurred further expense, and Mr. Muhammad Sharif was compelled to admit that the respondent had carried out con siderable work on the appellant's orders. However, by its letter dated 25th November 1957, the Government informed the respondent that as it was not possible to finalise the contract with it, it was withdrawing its Letter of Intent. The Government thereafter also enforced the bank guarantee furnished by the respondent, and thus received back its advance of Rs. 121 lakhs. The respondent, therefore, submitted its claim to the appellant for the work done by it, but, as that claim was not accepted, it filed a suit on the Original Side of this Court in March 1960 against the then Government of West Pakistan for a sum of Rs. 15,93,602.00, and it prayed for a decree for the said amount with interest at six per cent. from the date of the suit and -for costs.

2. The Government of West Pakistan contested the suit and filed its written statement very promptly. The plea in this written statement was that the tender of 19th September 1955 submitted by the respondent "was neither complete nor in the form which could be accepted as no provision was made for . . . . . ." accordingly its further contention was that there was no contract between the parties, because many points in the tender required clarification, modifications, etc. It, therefore, pleaded: "It was agreed that the Government would issue a Letter of Intent indicating that the modified offer (of 15th September 1955) was acceptable in principle only, but that the proposed contract will be finalised after all the requirements . . . . are complied with". And, as according to the Government, no contract had been entered into by it, it repudiated liability totally for the claim. The respondent filed a very lengthy rejoinder to this written statement. But this rejoinder is important, because many of the pleas of the respondent are contained in it.

3. As the suit was being contested, the Court framed the following, eight issues on the 9th of January 1961:

(1) Was an agreement ad adem reached and the contract concluded between the parties ? If so, what were the terms of this contract ? (2) Under what circumstances was advance of Rs. 12,50,000 so trade to and recovered from the plaintiffs by the defendants ? (3) In case there was no contract, is there any liability created against the defendants on account of the issue of the `letter of intent' ? (4) Are plaintiffs entitled to recover from the defendants the cost of preliminary expenses other than for the work actually done on the site 7 . (5) Was there a separate A-2 Agreement, covering the work in respect of the construction of second Ring Bund ? If so, with what effect ? (6) Have the plaintiffs checked and settled the counts regarding the items covered by A-2 Agreement? (7) Are plaintiffs entitled to claim Rs. 15,22,340.00 or any part thereof ?' (8) General. Then after a delay of about two years, both the parties filed an application, under section 21 of the Arbitration Act for referring the disputes between them to arbitration. The application was allowed in December 1963, and the case was referred to the sole arbitration of Mr. Justice Muhammad Sharif, a retired Judge of the Federal Court of Pakistan.

4. The terms of this application for a reference to arbitration are important. The parties referred in the first paragraph of the application to the claim of the respondent. They stated in the next paragraph that the matters in difference between them "are stated in the plaint, written statement and rejoinder." Finally, paragraph 3 of the application reads "That the applicants, namely, the plaintiffs being all the parties to the suit have agreed to refer all their disputes, which are the subject-matter of the suit, to the sole arbitration of Mr. Justice Muhammad Sharif . . . . ." Mr. Justice Muhammad Sharif conducted the arbitration proceedings, and, after recording considerable evidence, he gave his award on the 7th of January 1966. As against the respondent's claim for Rs. 15,93,602.00, Mr. Justice Muhammad Sharif awarded a sum of Rs. 12,52,880.00. The respondent did not challenge the award, but the Government of West Pakistan did. However, the learned Single Judge was of the view that the award did not contain any error apparent within the meaning of the rule laid down by the judicial Committee in Champsey Bhaba Company v. The Avraj Balloo Spinning & Weaving Company Ltd. (A I R 1923 P C 66) ; accordingly he dismissed the objec tions of the Government of West Pakistan and decreed the award with interest from the date of the suit, as prayed in the plaint. Aggrieved by this award, the Government of West Pakistan filed an appeal, which is now being: prosecuted by the appellant.

5. According to Mr. Muhammad Sharif, the appellant's learned counsel, the learned Single Judge has misconstrued the rule laid down by the Judicial Committee in the Champsey Bhaba Company's case; therefore I would quote here Lord Dunedin's observations, which have been followed both in this country and in England. Lord Dunedin observed at page 69; "An error in law on the face of the award means, in their Lordships" view, that you can find in the award or a document actually incorpora ted thereto, as for instance, a note appended by the arbitrator stating the reasons for his judgment, some legal proposition which is the basis of the award and which you can then say is erroneous. It does not mean that if in a narrative a reference is made to a contention of one party that opens the door to seeing first what that contention is, and then going to the contract on which the parties' rights depend to see if that contention is sound." The distinguished arbitrator, Mr. Justice Muhammad Sharif, has not appended to his award any note; therefore the appellant can succeed only by showing that the basis of the award was an erroneous proposition of law stated in the award, and I have not been able to find any such erroneous proposition of law in the award. But Mr. Muhammad Sharif criticised the observations of the learned Single Judge that he could not interfere with the award, because it turned on questions of fact. Mr. Muhammad Sharif stated that the award involved questions of law, and that the learned Single Judge had erred in dismissing the appellant's objections on the ground that they related to questions of fact. The submission is partially correct. I quoted earlier the eight issues framed by the learned Single Judge. The last issue was formal. The second, sixth and seventh issues related entirely to questions of fact, whilst the other issues turned on the construction of two documents, the appellant's Letter of Intent dated 11th November 1955, and an agreement referred to in the fifth issue as the A-2 Agreement. Clearly, as the arbitrators decision on these issues raises questions of law, the, appellant's contention, that the award did not turn only on questions of fact, is correct. And, as the award is a speaking award, Mr. Muhammad Sharif contend8d that the learned arbitrator had misconstrued the appellant's Letter of Intent as well as the subsequent agreement between the parties known as the A-2 Agreement. Now assuming, without conceding, that these two documents have been misconstrued, the very questions referred to the arbitrator were the proper construction of these two documents and the third issue related to the proper construction of the Letter of Intent, whilst the fifth issue related to the effect of the agreement A-2. Therefore, in view of the judgment of the Judicial Committee in Durga Prosad Chamris and another v. Sewkishendas Bhattar and others (PLD1949PC187). 1 cannot see how the appellant can challenge the arbitrator's award. In Durga Prosad Chamria's case, reference to arbitration had been made in a suit, and, as in the instant case, the disputes were referred to the arbitration of a retired Judge after the Court had settled the issues. The arbitrator, whilst conducting procee dings, had framed an additional issue, and the challenge to his award was on the ground that there was an "error apparent" in the decision of the issues thus decided by the arbitrator. This contention was repelled, because the issues, which had been referred to the arbitrator, were questions of law and Lord Radcliffe observed at page 337; "However that may, their Lordships are satisfied that the two points of law as to which it is said that the arbitrator's error vitiates the award were specifically referred to him to decide; and, if this is so, it would be contrary to well-established principles such as are laid down in In re; King and Duveen (1913) 2 K B 32=82 L J K B 733 and F. R Absalom Ltd. v. Great West (London) Garden Village Society (1933) 1949 K/43a (2 pages) A C 592=102 L J K B 648 for a Court of law to interfere with the award even if the Court itself would have taken a different view of either of the points of law bad they been before it." Mr. Muhammad Sharif did not attempt to challenge this judgment. He only submitted that it was distinguishable on the facts, but learned counsel was not able to explain how we could distinguish this authority. Both in the case cited and in the instant case, the reference was through the Court. Again, both in the case cited and in the instant case, the reference was of the matters disputed in the suit. In the case cited, the reference to arbitration was of "the outstanding matters in this suit", and it was after issues had been settled by the Court. In the instant case also, the reference was after the issues bad been settled, and the application stated that the parties had "agreed to refer all their disputes which are the subject-matter of the suit." Thus, the facts in the instant case are on all fours with those in Durga Prosad Chamria's case. It is true that in Durga Prosad Chamria's case, the arbitrator tad framed an additional issue himself, but the fact that the arbitrator did not do so in the instant case is immaterial. On the contrary, as he did not, the rule laid down by Lord Radctiffe is applicable with greater force; therefore, in my humble opinion, the appellant is precluded from challenging the arbitra tor's decision on the effect of the Letter of Intent and the agreement known as the A-2 Agreement. But, if the appellant cannot challenge the arbitrator's finding on these two documents, the appeal must fail, except on the limited question of interest from the date of the suit.

6. But, whilst this conclusion is sufficient to dispose of all the points in the appeal, except the question of interest, I would nonetheless examine very briefly Mr. Muhammad Sharif's submission that the award contains an "error apparent", and I would first examine his arguments on the question of the proper construction of the Letter of Intent.

7. This letter has been set out by the arbitrator in his award, and it reads "With reference to the offer made by you in your tender for the Gudu Barrage, submitted on 15th July 1955, and subsequent offers negotiated with you by the Chief Engineer, Gudu Barrage, I am directed to state that the Government of West Pakistan have decided to accept your modified offer dated 19th of September 1955. This may be treated as a letter of intent. It is desired that you now get in touch with the Chief Engineer, Gudu Barrage, for finalisation of contract documents which will be sanctioned after due scrutiny. (Sd.) Muhammad Musa, Chief Engineer, Irrigation, West Pakistan." Now, in paragraph 1 of its written statement, the appellant had contended that this letter merely indicated that the respondent's offer of 19th September 1955 "was acceptable in principle only." The expression thus used is very vague, but it had reference to the earlier averment in the paragraph that the tender of 19th September 1955 could not be accepted as no provision had been, made for "dewatering and temporary protection works" as some designs, which were not specified, were not correct, and as some "regulators and other items had not been agreed to." These allegations, on which the validity of the Letter of Intent was thus challenged, turned on questions of fact. But, although the arbitrator's award is a speaking award, there is no reference in it to these allegations, nor was learned counsel able to throw any light on them or to any evidence on the point. Accordingly. I can only assume that these allegations were dropped by the respondent; so the Letter of Intent has to be construed without reference to these allegations. Now, the letter expressly states that the Government had decided "to accept your offer dated 19th of September 1955." Then, it directs the respondent to get into touch with the Chief Engineer for "finalisation of contract docu ments." In my humble opinion, the letter clearly implies that only the formalities of finalising the details remained to be completed, and that these details turned on points on which there was no difference of opinion between the parties. And this means that the letter was an agreement to give the contract for the construction of the Barrage to the respondent, nor was this disputed by Mr. Muhammad Sharif. He, however, challenged the further finding of the learned arbitrator that the Letter of Intent conferred a right of compensation on the respondent in the event of the appellant resiling from its agreement.

8. Before I examine the submission advanced, I would point out that I have not been able to come across the expression "Letter of Intent" even in the commercial dictionaries, nor was learned counsel able to assist us on the meaning of this expression, although it has been used by the appellant. Be that as it may, the learned arbitrator was referred to an American commentary on the subject, but he did not agree with that view and observed that a Letter of Intent, "as its very name implies, includes (a) an intention to enter into a contract, (b) an authority to the contractor to start work before the formalities associated with the signing of the contract can be completed, and (c) the right of the contractor to be compensated for the work done." However, as the learned arbitrator also relied on the conduct of the parties in reaching this conclusion, I would quote the relevant part of his award. After pointing out that, under the Letter of Intent, the Government had agreed to award the contract to the respondent on the basis of its modified offer of 19th September 1955, the learned arbitrator observed; "The work on the Barrage was started by Gammons under the directions and with the knowledge of the Government authorities. From Letter No. 10 of 5th December 1955, it transpires that following the discussions with the Chief Engineer on 2nd of December 1955, a preliminary staff organisation at the site was established and it was intended to expand it "at the maximum possible rate." Letter No. 12 dated 10th of December 1955, from the Chief Engineer to the Superintending Engineer is very explicit. It says; The contract with Messrs Gammons (Pak.) Limited is being separately finalised. In the meantime, a letter of intent has been issued on them with a view to enable them to start with the work this winter. In order that we may have some real progress in winter, action on the following is essential immediately. This has reference to giving building contracts of quarters, huts etc. Earlier letter No. 11 of 9th December 1955, from Gammons had asked for plant and equipment to be supplied to commence work. Letter D. W. 1/16, dated 27th of December 1955, addressed to Mr. Kazi, the Chief Engineer, gives the programme of work along with the drawings to be executed up to 30th of September 1956, and for this purpose the list of the machinery needed was enclosed. The work at the site actually commenced about 12th of January 1956." `I would pause to observe here that, although learned counsel addressed us at length, he did not even attempt to challenge the correctness of these observa tions about the conduct of the parties. Now, as the expression "letter of intent" used by the appellant was ambiguous, that ambiguity had to be construed against the appellant, because it had used the expression. Secondly, as the expression was ambiguous, the learned arbitrator was entitled to take into account the conduct of the parties for the purpose of construing this expression as well as the letter. He, accordingly, examined the correspondence and the evidence and held that, in the events that had happened, the respondent was entitled to treat the Letter of Intent as an offer to commence work on the condition that it would be compensated for the work done if its tender of 19th September 1955 was cancelled for some -reason. As even at this stage of arguments Mr. Muhammad Sharif could not give us the meaning of the expression "Letter of Intent", I see no error in the reasoning of the learned arbitrator much less any error of the law on the face of the award.

9. However, according to Mr. Muhammad Sharif, the error of law was that the learned arbitrator had followed principles of equity and justice and principles of American jurisprudence instead of following the provisions of section 70 of the Contract Act, by which he was bound. In order to appreciate this submission, I may explain here that, according to learned counsel, the claim of the respondent was for nine items of work, and the claim for one of these nine items was payable under the A-2 Agreement, whilst the claim for three other items only was payable on a quantum meruit basis under section 70 of the Contract Act. The argument is ingenious, but I regret to say that this is its only merit. In the first place, the submission is not consistent with the appellant's written statement, because there the appellant had totally disclaimed all liability for the claim. No doubt, as submitted by Mr. Muhammad Sharif, the question is of law, but, as the alleged error apparent was the failure to follow section 70 of the Contract Act, the burden was on learned counsel to show that this provision was, attracted to the claims of the respondent. But section 70 is one of the sections dealing with what the Contract Act describes as "certain relations resembling those created by contract," and I would agree with the view of the Calcutta High Court in Sib Kishore Ghose v. Manik Chendra Nath (29 I C 453) that section 70 does not apply where an act is done by one person at the express request of another; therefore Mr. Muhammad Sharif can succeed only by showing that the Letter of Intent coupled with the subsequent conduct of the parties bad not created an agreement as held by the learned arbitrator. Learned counsel did not even attempt to criticise the observations of the learned arbitrator on this aspect of the case, which I quoted earlier. This was for the obvious reason that they were based entirely on the apprecia tion of evidence, only a part of which was quoted in the award. Yet Mr. Muhammad Sharif contended that the learned arbitrator had misconstrued the meaning of the expression "Letter of Intent", and he criticised the learned arbitrator for relying on some American Commentary, which, was relied upon by the respondent.

10. The submission, that the learned arbitrator had relied on some unknown American Commentary, is not correct, and, on the contrary, as submitted by Mr. G. M. Qureshi, the learned arbitrator had expressly stated in the award that he would not construe the expression "Letter of Intent" according to the American commentary. But it was, nonetheless, his duty, with or without assistance, to construe that expression, which he did, and, in doing so, as submitted by Mr. G. M. Qureshi, he also relied on the conduct of the parties. The result was that he accepted a construction which was favourable to the respondents claim. Mr. Muhammad Sharif challenged this construction, but, as the expression was used in the appellant's letter, the appellant should, at least, have tried to explain it, but it did not. At one stage, therefore, Mr. Muhammad Sharif suggested that the expression had no meaning and could not have misguided the respondent. But, if the expression had no meaning, why was the letter written? It is not the learned counsel's case that the letter was written as a practical joke, or, in order to deceive the respondent into carrying out works for the benefit of the appellant. But there are times when silence is fraudulent, and. according to the correspondence quoted by the learned arbitrator, it is clear that the respondent had treated the letter to mean that it should commence work in anticipation of receiving the contract, and that, if, for any reason, it did not receive the contract it would be compensated. As the respondent had clearly informed the appellant that it had thus proceeded to act on the Letter of Intent, if the respondent's construction of the letter was erroneous, it became the appellant's duty to inform the respondent immediately of its error. It did not, and, as i refuse to believe that the appellant was planning a fraud on the respondent, I do not see any error in tile well considered t finding (say so with respect) of the learned arbitrator. I need not, however go into this aspect of the matter further, because, in any event, the appellant's plea is hit by the rule laid down by the Judicial Committee in Durga Prasad ,Chamria's case.

11. Mr. Muhammad Sharif's next submission was that, even if the appellant was liable under the Letter of Intent, and, in the events that had happened, for the work done for its benefit by the respondent, the appellant ,was liable only for the work done after the respondent had received the appellant's Letter of Intent. I need not examine this submission, because the learned Arbitrator has taken the same view, and, after a careful scrutiny of the evidence on the question, he has allowed the respondent's claim to the amount specified in the award. Now, the question being exclusively one of ,the appreciation of evidence on the questions of fact, we asked learned counsel how an erroneous finding on the question could possibly come ,within the mischief of section 30 of the Arbitration Act. Learned counsel's only reply was to refer us to the items for which the respondent was not prepared to accept liability. Thus, for example, one of the items is the fees for engaging an English Engineer by the name of Sir Thomas Foy. Accord ing to Mr. Muhammad Sharif, Sir Thomas Foy was engaged for the -preparation of the tenders, which the respondent had to submit in any event; therefore the learned arbitrator had erred in awarding the respondent's claim in this respect. But when we invited learned counsel to refer us to the observations on the question under the award and to say how they contained an error of law apparent on the record, learned counsel was not able to answer our enquiry. Once again, this is for the obvious reason that the finding of the learned arbitrator was based on evidence, and naturally the award refers largely to the evidence in support of the respondent's claim. And it is doubtful whether the appellant had produced any evidence in rebuttal. Even learned counsel did not know whether any evidence on the question had been produced by the appellant; therefore the appellant is not in a position to make out even a prima facie case for an error apparent on the face of the record. Another item challenged by Mr. Muhammad Sharif was the respondent's claim for the establishment of Labour camps, food shops, petrol and oil depots and workshops. According to learned counsel, these expenses were a part of the expenses incurred for submitting the tender, or, were unnecessary expenses. First of all, the submission is contradictory. Secondly, the point is of the appreciation of evidence on questions of fact and technical questions at that, therefore, once again it cannot be said that, merely because the learned arbitrator had passed this claim, it amounted to legal misconduct within the meaning of section 30 of the Arbitration Act, and, the observations of the learned Single Judge that the dispute turned on questions of fact had reference to this part of the appellant's claim, and I respectfully agree with that view.

12. I pointed out earlier that the appellant accepted liability for one item of work under the A-2 Agreement, and, according to Mr. Muhammad Sharif, this item consisted of the cost of construction of the Second Wing. Band and a protective spur. Now, it would appear from the award that the A-2 Agreement had reference to these two items of work, but we are not aware of the contents of this agreement, except that the rates of payments specified in it were, in the opinion of the learned arbitrator, much lower than the actual cost of the work done by the respondent. This war one of the reasons why the learned arbitrator had rejected the appellant's plea, and, according to Mr. Muhammad Sharif, the learned arbitrator had, thereby committed legal misconduct, because he had substituted his own concepts of equity and justice for the law contained in the Contract Act. And the law, according to Mr. Muhammad Sharif, was that, as the A-2 Agreement bad been signed by the respondent, it could only receive payment at the rates contained in this agreement. But, according to the award, the respondent's witness, one, Mr. Savage, had admitted having signed the A-2 Agreement, but had further claimed that this was on the assurance of the appellant's officers that the agreement was not intended to be acted upon. The burden of the plea was, as submitted by Mr. Muhammad Shard, on the respondent. But Mr. Savage stated that, as the respondent had commenced the work on the pressing and urgent demands of the appellant, he had pressed for ad hoc payment, and, as that was being delayed, the appellant's officer had advised him to sign the agreement, so that some ad hoc payments could be made thereafter to the respondent. Now, as submitted by Mr. G. M. Qureshi, although the burden of the plea was on the respondent, the question also was of the veracity of the witness, and the learned arbitrator has pointed out that, in his opinion, the witness was very reliable. It is also not irrelevant to point out here that, according to the award, Mr. Savage's evidence was supported by the correspondence, and the passages from the correspondence quoted in the award fully support the conclusion reached by the learned arbitrator. It would also not be irrelevant to point out here that the position taken by the appellant before the arbitrator was different from that in its written statement in so far as it admitted liability for some of the work done at its instance. This was certainly not a circumstance for rejecting Mr. Savage's evidence.

13. Additionally, the learned arbitrator, in a most careful apprecia tion of evidence, bad relied on several other circumstances for reaching the conclusion, which he did. Thus, for example, he pointed out that the A-2 Agreement had not been signed in the normal manner by inviting tenders. Learned counsel did not challenge the correctness of this observation, and it is a circumstance in support of the arbitrator's finding. Secondly, in the proceedings before the arbitrator, the appellant's claim, according to the discussion on Issues 5 and 6, was that the work covered by the A-2 Agreement included the following items ;

(a) Ring Band. (b) Island Permimeter Band. (c) Spur Band. (d) Pitching in the apron and the side slopes of the Island Perimeter Band. (e) Jhuck-work. But, as the A-2 Agreement only referred to items (a) and (c), the learned arbitrator relied on this as another circumstance to show that the parties had never intended to act on this agreement. Here again, I have to point out that Mr. Muhammad Sharif was compelled to admit that the A-2 Agreement referred only to items (a) and (c) of the items quoted; therefore this is another circumstance, which supports the view of the learned arbitrator. Finally, it follows from the conclusion which I have reached about the Letter of Intent that there was no consideration for the A-2 Agreement, and the observations of the learned arbitrator are: "The parties fully knew that the "letter of intent" was still in operation". Now, learned counsel admitted that the rates in the A-2 Agreement were much lower than that the respondent would have received even on a quantum meruit basis. But, as the rates were lower, there was no consideration for the A-2 Agreement, and even, in his arguments, learned counsel did not go beyond stating that the Letter of Intent was a meaningless document to which the respondent had wrongly attached significance. Thus, as the learned counsel did not contend that the respondent had abandoned its alleged rights under the Letter of Intent, it follows that the A-2 Agreement was without consideration, and from this two conclusions follow. The first is that, being without consideration, the A-2 Agreement did not bar the respondent's claim for compensation at reasonable prices. The second is that, as the A-2 Agreement was without consideration, this is a circumstance which lends very great support to the claim of the respondent that the A-2 Agreement was not intended to be acted upon. Accordingly, I fully agree with the view of the learned arbitrator, and I see no error much less any error apparent in his finding, and this apart from the fact that the question expressly referred to they arbitrator was the effect of the A-2 Agreement.

14. Finally, I would point out here that the arbitrator has awarded several petty items in his discussion under Issues 7 and 8, but learned counsel did not dispute liability for these amounts. What he criticised was the award of profits to the respondent at five per cent. on its claim and costs. The total bill of the respondent for work done was Rs. 18 lakhs, and the learned arbitrator, who was impressed by the evidence and the accounts produced by the respondent, held that the respondent was entitled to profits at five per cent. on the total amount of Rs. 18 lakhs. Taking first the question of profits, Mr. Muhammad Sharif submitted that the award of profits by itself amounted to legal misconduct. But the award was on a dispute of a commercial nature, and, as I was not impressed by the submission, I invited learned counsel to refer us to judgments, if any, on the submission advanced by him. Learned counsel then submitted that the respondent admitted liability for some of the items of work done only on a quantum meruit basis; therefore the learned arbitrator had committed an error of law in awarding profits: Thus, the submission is based on the assumption that the Letter of Intent was a nullity. That view I have rejected, and, in any case, in my humble opinion, the learned arbitrator's construction of the letter of Intent cannot be challenged, because it was an issue expressly referred to him; therefore the submission is rejected. Next, as to costs. Mr. Muhammad Sharif contended that the costs awarded were excessive. But when we enquired how the costs awarded were unreasonable and what reasonable costs would have been, learned counsel was unable to answer our question, because this part of the award, he said, was not a speaking award. That is correct, and, on the other hand, the respondent's claim for costs was one of the disputes expressly referred to the learned arbitrator in the reference; therefore the objection to the costs awarded by the learned arbitrator also fails.

15. In the result, the appellant's challenge to the award fails, and, in my humble opinion, it was rightly decreed by the learned Single Judge. But the learned Single Judge not only decreed the award, but he also awarded interest on the sum thus awarded from the date of the suit uptill the realisation of the decretal amount. Now, the respondent's claim for interest was one of the matters expressly referred to the arbitrator, and, as -the arbitrator did not award interest to the respondent, Mr. Muhammad Sharif rightly submitted that the learned Single Judge had erred in awarding interest from the date of the suit. Mr. G. M. Qureshi also conceded that the respondent is entitled to interest only from the date of the decree; therefore I would set aside the award of interest from the date of the suit to the date of the decree, and with this modification of the judgment and decree, the appeal is dismissed with proportionate costs. M. A. RASHID, J.-I agree. S. Q' Appeal dismissed.