TMI Blog1928 (2) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... ether he held himself out as a partner in the second defendant firm. The learned Judge answered both these issues in his favour to this extent, namely, that he was not a partner and did not hold himself out to be so, but held that he was the owner. The learned Judge accordingly passed a decree for Rs. 4891 for debt and interest against Padhye. 3. As regards the first defendant he had only obtained leave to defend conditionally on bringing a certain sum into Court. He failed to do that, and consequently the suit was undefended so far as he was concerned, may here observe that that did not necessarily involve a decree being passed against him. It was still for the Court to be satisfied that he was liable to the plaintiffs. But in fact there was also a decree that the first defendant should pay the said sum of Rs. 4891. 4. The first defendant has not appealed; Padhye has. And Padhye's case before us, as it was before the Court below, is that he was not a partner, nor was he the owner of the business, and that indeed the latter point was taken by the Judge after judgment was reserved and was one which was never argued in the Court below or which he was given any opportunity o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... behalf of some company or body of whom they are the directors and the representatives, in that case, as the case of Lindus v. Melrose (1858) 3 H. N. 177 fully establishes, they do not make themselves liable when they sign their names, but are taken to have been acting for the company, as the statement on the face of the document represented. And then in that case the Court held that the affixing of the seal of the company did not make any difference. The document did not purport in form to be a promissory note made on behalf of or on account of the company. Accordingly it was held that the directors were personally liable. 7. So, too, as regards Indian law, there Is the judgment of the Privy Council in Sadusuk Janki Das v. Kishan Pershad (1918) L.R. 46 IndAp 33 :55 Bom. L.R. 605, The head-note runs as follows :- No person is liable upon a hundi or bill of exchange unless his name appears upon the instrument in a manner which, upon a fair interpretation of its terms, shows that the name is the name of the person really liable. A statement after the signature of the drawer that he is acting Superintendent for another is merely descriptive, and does not make that other pers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd, it is clearly a promissory note by the first defendant Athale. It is put in the first person, viz., I promise to pay. And as regards the signature, I regard the added words, Managing Proprietor, Gangadhar B. Friends, Sandhurst Road, Bombay No. 4, as being merely a description of his occupation and business address. It was suggested that the words Managing Proprietor suggested that he was a partner. Speaking for myself, I should say that they implied exactly the contrary, namely, that he was the proprietor of the business,-the sole proprietor-and that he also managed it personally. 1 quite follow that if the name of the firm had been put first, or if there were words saying Athale, for Gangadhar B. Friends, the case might be different. But it seems to me that we cannot take the view of this document which the plaintiffs ask us to take unless we do violence to a well-established rule both in India and in England on the construction of that most important class of documents from a commercial point of view, namely, negotiable instruments. Accordingly, in the view I take, the person liable on these hundis was Athale and not any alleged firm passing under the name of Gang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... precise position of Padhye as compared with the first defendant, having regard to the documents, Exhibits Nos. 1 and 2, which were executed, the one on December 13, 1923 between the first defendant and Padhye, and Chimahdas the other on August 21, 1926, between Padhye and one M.V. Agashe. As I have already intimated, it is unnecessary for us to give any decision on which of the several considerations that have been advanced before us is the true one on these documents, namely, whether Exhibit 2 shows that the first defendant and Padhye were partners or whether their true relationship was that of purchaser and vendor, or whether the relationship was that of debtor and creditor and there may perhaps be other ways in which the true relationship can be argued. 14. In the result, therefore, I would allow this appeal, and discharge the decree of the learned Judge in so far as it passes judgment against Padhye and directs him to pay the sum therein mentioned and the costs therein mentioned, On the question of the costs of the suit and of this appeal we will hear counsel before giving our decision. C.P. Blackwell, J. 15. Before construing the hundis sued upon, it seems to ma ver ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re in anybody's name except that of G, V, Athale on the face of the instruments. If the instrument had been signed in some such form as Gangadhar B. Friends: G.V. Athale, Managing Proprietor, I could have followed the argument that G.V. Athale had signed them in the name of Gangadhar s B. Friends. But on the hundis as signed, in my opinion, G.V. Athale has affixed his signature as the person bound, merely adding thereto words of description of himself. Accordingly, in my judgment the only person who could be sued upon these hundis was G.V. Athale as being the only person who had signed them. 20. It was contended by Mr. Taraporewala that it was an open question in India whether a principal whose name does not appear on the negotiable instrument can be made liable on the instrument as a party thereto He cited in support of his argument a passage from Pollock and Mulla'a Indian Contract Act, 5th Edn., p. 728, where it is pointed out that in England it is provided by the Bills of Exchange Act, Section 23, that the principal is not liable in such a case, and that there is no specific provision in the Negotiable Instruments Act dealing with the matter, and that accordingl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as drawer, indorse?, or acceptor, and adds words to his signature, indicating that he signs for or on behalf of a principal, or in a representative character, he is not personally liable thereon; but the mere addition to his signature of words describing him as an agent, or as filling a representative character, does not exempt him from personal liability. 22. But in my judgment the true view is, as indicated by their Lordships of the Privy Council in Sadusuk Janki Das' case at p. 37, that where a suit is brought upon a hundi which is in such a form as the hundi sued upon in the present case, no evidence whatever is admissible to show that a person, other than the person who has signed it, is liable. It is noteworthy that in the passage in Pollock Mulla's work upon the Indian Contract Act, to which I have referred, no reference is made to the Privy Council case to which we have drawn attention in our judgments. 23. Mr. Taraporewala asked us for leave to amend the plaint in this suit, Although, no doubt, the Court should, for the purpose of doing justice between the parties, even at a very late stage, allow any amendment, subject to payment of costs, which would dis ..... X X X X Extracts X X X X X X X X Extracts X X X X
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