The Court said that an arbitral tribunal can exercise jurisdiction over the husband in such cases under Bye-law 248(a) of the Bombay Stock Exchange 2 Byelaws, 1957.
On Monday, the Supreme Court ruled that a husband can be jointly and severally liable for the debit balance in his wife’s stock trading account if an oral agreement and the nature of their financial dealings support such a claim [AC Choksi Share Broker Vs Jatin Pratap Desai].
A Bench comprising Justices PS Narasimha and Sandeep Mehta held that an arbitral tribunal has the jurisdiction to adjudicate such matters against the husband under Bye-law 248(a) of the Bombay Stock Exchange Byelaws, 1957.
“Under Bye-law 248(a) (BSE), the arbitral tribunal could have exercised jurisdiction over respondent no. 1 (husband) on the basis of an oral contract that he would be jointly and severally liable for the transactions undertaken in respondent no. 2’s (wife) account. Such oral contract would not amount to a “private” transaction that falls outside the scope of arbitration,” the Court ruled.
The key issue in this appeal is whether a woman’s husband can be made a party to arbitration proceedings initiated by the appellant, a registered stockbroker.
The dispute arose from a debit balance in the wife’s trading account, with the arbitral tribunal holding both respondents jointly and severally liable.
Both respondents had separately opened trading accounts with the appellant-stockbroker in 1999. However, the appellant claimed that they had agreed to manage the accounts jointly and share liability for any losses.
By early 2001, the wife’s trading account had accumulated a significant debit balance (loss), while the husband’s account reflected a credit balance. Acting on the husband’s oral instructions, the appellant transferred funds from his account to hers to offset the losses.
However, a stock market crash led to a sharp increase in the debit balance, prompting the appellant to initiate arbitration to recover the amount from both respondents.
The husband contested the claim, arguing that he was wrongfully included in the arbitration and that the fund transfer violated SEBI guidelines.
The arbitral tribunal ruled in favor of the broker, holding both respondents jointly and severally liable for the losses.
Its decision was based on evidence of the husband’s active involvement in the transactions and his agreement to cover the shortfall. The tribunal also dismissed the husband’s counterclaim, concluding that their financial dealings indicated shared liability. While acknowledging SEBI guidelines requiring written authorization for fund transfers, it justified its ruling based on the couple’s financial history and prior transactions.
When the respondents contested the tribunal’s decision under Section 34 of the Arbitration and Conciliation Act, a single judge of the Bombay High Court dismissed their applications.
However, on appeal under Section 37, a Division Bench of the High Court overturned the tribunal’s ruling against the husband, finding that he should not have been included in the arbitration.
The High Court reasoned that his alleged liability stemmed from a private understanding, separate from transactions governed by the Bombay Stock Exchange (BSE) rules. It further stressed that oral agreements could not supersede official trading records or SEBI guidelines. As a result, it concluded that the tribunal lacked jurisdiction and had committed legal errors in its decision.
The stockbroker then appealed to the Supreme Court.
The Supreme Court held that the arbitral tribunal had jurisdiction over the husband under BSE Bye-law 248(a), which regulates disputes between brokers and clients. It ruled that the oral agreement establishing joint and several liability was closely linked to the stock exchange transactions.
The Court emphasized the husband’s active involvement in managing both accounts and the financial dealings between the parties, reinforcing the tribunal’s jurisdiction over the matter.
“Once the arbitral tribunal arrived at a finding that respondent no. 1 is jointly and severally liable for the debit balance in respondent no. 2’s account, which we have upheld above, Bye-law 247A in fact permits the withdrawal of the credit balance from respondent no. 1’s account……Although the arbitral tribunal has held that written authorisation for such adjustment is required, we find nothing in Bye-law 247A or in the SEBI Guidelines, on which this Bye-law is based, that mandates the same,” the Court said.
The Court found that the arbitral tribunal’s conclusion on joint and several liability was backed by evidence, including affidavits and the conduct of the parties. It held that the tribunal’s determination—that the husband had orally agreed to share liability—was reasonable and not perverse.
Furthermore, the Supreme Court criticized the High Court for reassessing evidence, stating that such a review went beyond the permissible scope of a Section 37 appeal.
Consequently, the Court ruled in favor of the broker and upheld the arbitral tribunal’s decision.
“As a consequence, the arbitral award dated 26.02.2004 is upheld in its entirety and respondent no. 1 is jointly and severally liable, along with respondent no. 2, to pay the appellant the arbitral sum of Rs. 1,18,48,069/- along with 9% interest p.a. from 01.05.2001 till date of repayment as has been directed by the arbitral tribunal,” the Court ruled.
