Hemraj Keshavji Vs. Shah Haridas
Jethabhai  INSC 77 (29 March 1963)
29/03/1963 SHAH, J.C.
SINHA, BHUVNESHWAR P.(CJ) AYYANGAR, N. RAJAGOPALA
CITATION: 1964 AIR 1526 1964 SCR (2) 688
RF 1972 SC 696 (7)
Forward Contract-Transferability of
contract-No. specific stipulations in contract-If indicates transferability whether
other circumstances can be looked into-Saurashtra Groundnut and Groundnut
Products (Forward Contracts Prohibition) Order, 1949.
The appellant entered into contracts with the
respondent (for sale of groundnuts) which were described as ready delivery
contracts and were subject to the rules and regulations. of the Veraval
Merchants Association. The contracts specified the price and quality of the
goods and stipulated delivery at a specific price. But there was nothing in the
contracts indicating whether they were transferable to third parties. The
respondent claimed certain amounts of money in respect of these transactions
but the appellant resisted the claim on the ground that the contracts, being
forward contracts, were prohibited by the Saurashtra Groundnut and Groundnut
Products (Forward Contracts Prohibition) Order, 1949, and were illegal, The
appellant contended that the contracts for the delivery of groundnuts at a
future date, even though they were for specific quality and for specific
delivery at a specific price, must be deemed to be forward contracts unless it
was expressly recited that they were not transferable to third parties.
Held that the contracts were not forward
contracts and were not hit by the Prohibition Order. A contract for delivery of
goods at a future date, even though for a specific price and specific quality,
can be excluded from the definition of forward contracts only if the contract
But from the mere absence of an express
stipulation as to non-transferability in the contract, it cannot be deemed to
be transferable and outside the exception. It is not required either by the
Order or by the object of the Order that the condition regarding
non-transferability should be mentioned in the contract itself before the
contract can be excluded from the definition of forward contract. Absence of a
specific stipulation in this regard is not conclusive.
It has to be seen whether upon the 687
language of the contract interpreted in the light of surrounding circumstances
it can be field that there was an agreement between the parties that the
contract was not transferable. The rules and regulations of the Association to
which the contracts in dispute were subject clearly showed that the contracts
were not transferable.
Khardah Company Ltd. v. Raymon & Co.
(India) Private Ltd.,  3 S.C.R. 183, applied.
Firm Hansraj v. Vasanji (1948) 4 D.L.R. Bom.
7, Uma Satyanarayanamurty v. Kothamasu Sitaramayya & Co. (1950) 1 M L.J.
557. Boddu Seetharamaswami v. Bhagavathi Oil Company, I.L.R. (1951) Mad. 723,
Hussain Kasam Dada v. Vijayanagaram Commercial Association, A.I.R. (1954) Mad.
528 and Vaddadi Venkataswami v. Hanura Noor Muhammad Beegum, A.I.R. (1956)
Andhra 9, referred to.
CIVIL APPELLATE JURISDICTION: Civil Appeal
No. 164 of 1961.
Appeal from the judgment and decree dated
December 17, 1957, of the former Bombay High Court (Now Gujarat), in Civil
First Appeals Nos. 14 and 24 of 1956 from Original Decree.
B.R.L. Iyengar, Atiqur Rehman, J.L. Doshi and
K.L. Hathi, for the appellant.
Purshottam Tricumdas, J.B. Dadachanji, O.C.
Mathur and Ravinder Narain, for the respondent.
1963. March 29. The Judgment, of the Court
was delivered by SHAH J.-The appellant instituted Suit No. 250 of 1950 in the
Court of the Civil judge (Senior Division), Junagadh for a decree for Rs.
72693/11/alleging that the appellant had a personal account with the respondent
in respect of drafts, cheques, hundis and cash, and at the foot of that account
Rs. 58,000/-as principal amount and Rs. 5,793/12/as interest remained due and
payable by the respondent, that beside the amount due on the said 688 personal
account an amount of Rs. 8,899/15/3 was due to him in respect of a transaction
of sale of 1300 bags of groundnut sent by him between January 16 to January 28,
1950, and the price of gunny bags and groundnut oil cakes delivered to the
respondent. The appellant further alleged that forward contracts were
prohibited with effect from November 19, 1949 by the Saurashtra Groundnut and
Groundnut Products (forward Contracts Prohibition) order, and that the said
contracts being illegal the appellant was not subject to any liability arising
from adjustments of credits and debits or differences in rates relating to
forward contracts and the respondent was not entitled nor authorised to make
credit and debit entries in the appellant's account and that nothing was due by
him in respect thereof. The respondent by his written statement contended that
in the appellant's personal account an amount of Rs. 1,58,000/stood initially
credited but at the foot of that account only a sum of Rs. 18,000/was due and
this sum was credited in the current account of the appellant in the name of
Hemraj Keshavji Oil Mills and Ginning Factory and therefore nothing was due in
the personal account, that the transaction effected by the appellant through
the commission agency of the respondent in groundnut seed for December-January
(Samvat 2006) Settlement did not contravene the order dated November 19, 1949,
of the United States of Saurashtra and that the respondent has not committed
any breach of the order, that all the transactions for the December-January
Settlement were in ready goods of specific quality and that there was a
condition relating to giving and taking of delivery on fixed dates and the same
were all effected at the direction of the appellant and that the appellant was
legally responsible for all payments made in respect of those transactions by
the respondents as the appellant's pucca adatia. He then contended that in
Samvat year 2006 the appellant had sold 689 9000 bags of groundnut through the
agency of the respondent and had purchased 2300 bags through him, that the
appellant thereafter gave delivery of only 2000 bags of groundnut and did not
deliver the balance and on that account there resulted a loss of Rs. 9,221/7/9
which the appellant was bound to reimburse. The respondent admitted that the appellant
had sent 1300 bags of groundnut but these bags were delivered towards the sale
of 2000 bags of December-.January settlement and the price thereof and of the
balance of 700 bags was credited in the account of the appellant, and that the
appellant was not entitled to a decree for any amount except the amount found
due at the foot of the account.
The trial Court decreed the claim by awarding
Rs. 30,589/3/and interest. Against the decree of the Trial Court the respondent
as well as the appellant appealed to the High Court of the Saurashtra. The
appeals were transferred for trail under the States Reorganization Act to the
High Court of judicature of Bombay at Rajkot. The High Court allowed the appeal
of the respondent and dismissed the appeal of the appellant. The appellant has
with certificate issued by the High Court, appealed to this Court against the
decree passed by the High Court.
The appeal raises a dispute about the
liability of the appellant for transactions in groundnut seed effected through
the agency of the respondent after November 19, 1949, for December 1949, and
January 1950, settlement. The appellant says that these were forward
transactions in groundnut and were prohibited under the Saurashtra Groundnut
and Groundnut Products (Forward Contract Prohibition) Order, 1949, and that
these transactions gave rise to no liability which the appellant is obliged to
discharge. The respondent says that the transactions were ready delivery
contracts which were not 690 prohibited by law and in respect of the losses suffered
there under the appellant was bound to indemnify the respondent and that the
losses suffered in those transactions were duly debited in the personal account
of the appellant. There is no dispute before us about the correctness of the
entries in the personal account of the respondent. If the respondent's case is
held proved that the transactions were ready delivery transactions, and not
prohibited by the Saurashtra order the decree passed by the High Court must be
The Saurashtra Groundnut and Groundnut
Products (Forward Contract Prohibition) Order, 1949, was issued on November 19,
1949, and was extended to the whole of the United States of Saurashtra. By cl.
2 (a) 'contract' was defined as meaning "a contract made or to be performed
in whole or in part in the United States of Saurashtra relating to the sale or
purchase of groundnut whole, groundnut seeds, or groundnut oil." By cl. 3
forward contracts in groundnut and groundnut products were prohibited. The
clause provided "'No person shall henceforth enter into any forward
contract in groundnut whole, or groundnut seeds, or groundnut oil except under
and in accordance with the permission granted by Government." By cl. 4 all
outstanding forward contracts on the date of the publication of the order are
to be closed immediately and at such rates and in such manner as may be fixed
by the Association concerned under their respective bye-laws or other
regulations that may be applicable to such contracts. The Trial Court held that
out of the transactions which took place on or after November 19, 1949, only
one transaction which was for delivery on January 25, 1950, was not hit by the
order. The remaining transactions, according to the Trial Court must be
regarded as wagering transactions i. e. transactions in which it was intended
by the parties that delivery of the goods contracted for could not 691 be
demanded without breach of the understanding. The Court did not consider
whether the transactions were invalid as being in violation of the prohibition
contained in the order. The High Court held that according to the rules of the
Association, by which the contracts were governed, delivery of the goods
contracted for was invariably to be given at the godown of the purchaser and
therefore delivery orders, railway receipts or bills of lading were not
contemplated by the parties and the contracts being for specific quality or
type of groundnut for specific delivery and for specific price in respect of
ready delivery goods the transactions were not hit by the order.
By cl. 3 of the order all forward contracts
in groundnut and groundnut products except those in accordance with the
permission granted by the Government were prohibited. It is not the case of the
respondent that permission was obtained from the Government in respect of those
transactions, but he contends that the transactions were not "forward
contracts" and therefore not within the prohibition of the order. The
definition of the expression 'forward contract' is somewhat obscure and the
precise significance of the expression "against which contracts are not
transferable to third parties" is difficult to guage. A forward contract
is in the first instance defined as meaning "a contract for delivery of
groundnut whole, or groundnut seeds or groundnut oil at some future date."
The contracts in dispute in the present case were indisputably contracts for
delivery of groundnut at "some future date." But the definition
expressly excludes certain contracts from its operation even if they are
contracts for future delivery viz. contracts for specific qualities or types
for specific delivery at specific price, delivery orders, railway receipts or
bills of lading, against which contracts are not transferable to third parties.
Why the draftsman should in prescribing the condition of 692
non-transferability of a contract against delivery orders, railway receipts or
bills of ladnng, should have referred to "contracts" is difficult to
The contracts in dispute were effected
according to the rules and regulations of the Veraval Merchants Association.
A sample form of the contracts between the
parties may be set out :
"This Sauda is to be treated as subject
to the rules and regulations of the Association.
No. 143 Ready Delivery Veraval, Dt. 21-11-49
Sheth Thaker Hemraj Keshavji at Malia.
Please accept Jay Gopal from Shab Haridas
We have this day transacted the Sauda as
under, on your behalf and as per your order.
Having made a note of it and having signed
the slip below the counterpart, return it immediately.
P.S. It is left to our choice whether on the
deposit being exhausted to let the Sauda remain outstanding or not.
1. Sold-Groundnut seeds-small new crop..
ready December-January-Bags 100, one hundred
bags at Rs. 31-6.3 rupees thirty one annas six and pies three-Standard filling
2. Sold--Groundnut seeds-small new crop,
ready December-January Dated 25th Bags 500, five hundred bags at Rs. 31-11-6
rupees thirty one annas eleven and pies six-Standard filling 177 (lbs.)
3. Sold-Groundnut seeds--small new crop,
ready December--January Bags 100 one 693 hundred bags-at Rs. 31-6-6 rupees
thirty one, annas six and pies six-Standard filling 177 (lbs.) Sd. Chhaganlal
for Shah Haridas jethabhai 1st Shukla Margashirsh, St. 2006, Monday." At
the foot of the contract is the acknowledgment as under :"Shah Haridas
jethabhai, at Veraval.
We have received your Sauda nondh Chitti No..
143 and have noted accordingly.
2nd Shukla Margashirsh, St. 2006,Dt. 21-11-49
Sd. Kalidas Bhagwanji for Sheth Hemraj Keshavji." The contract is
described as a ready delivery contract and is made subject to the rules and
regulations of the Association. The price of the goods and the quality of the
goods are specified and delivery at a specific price is also stipulated. There
is nothing in the contract indicating whether it was transferable to third
parties. But the appellant submits that where the contract is silent as to
whether it is transferable against delivery orders, railway receipts or bills
of lading, it must be deemed capable of being transferred to third parties and
so for the purpose of the order, be deemed to be a forward contract. The 694
argument in substance -is that a contract for delivery of groundnut at a future
date even for specific quality and for specific delivery at a specific price
would not be excluded from the definition of forward contract, unless it is
expressly recited in the contract that it is not transferable to third parties
against delivery orders, railway receipts or bills of lading. This, it is
urged, is so because it was the object of the order to prohibit speculation in
groundnut and groundnut products, and to achieve that purpose it sought to
prohibit forward transactions which were transferable to third parties. By
insisting upon completion of the contract between 'the parties thereto, it is
urged it was intended to prevent speculation in essential commodities. Reliance
in this behalf was sought to be placed upon several decisions of the Bombay,
Madras and Andhra Pradesh High Courts dealing with the interpretation of
clauses similar to the definition of forward contract in the Saurashtra order,
in which it was held that exclusion from the prohibition against forward
contracts can be regarded as effective only if the stipulation about
non-transferability is expressly mentioned in the contract, and silence of the
contract imported transferability even in respect of contracts for specific
quality for specific delivery at specific price. The earliest decision of this
clause was a decision of a single judge of the Bombay High Court in Firm
Hansraj v. Vasanji (1). In that case the contract was for spot delivery i.e. where
no delivery order or railway receipt or bill of lading would ordinarily be
issued. But the learned judge held that such a contract in the absence of an
express stipulation prohibiting transfer would not fall within the Notification
granting exclusion from the prohibition of forward contracts, because the
condition regarding nontransferability would not be fulfilled. It was observed
by Mr. justice M. V. Desai : "The only classes of cases of forward
contracts which were exempted were those which contained in them the guarantee
against speculation by reason of a provision (1) (1948) 4 D.L.R, Bom. 7.
695 that the Delivery Orders, Railway
Receipts, or Bills of Lading (which were contemplated by the contracts and
would be issued) should not be transferable to third
parties........................ and he recorded his conclusion as follows :
"'In my opinion, if Delivery Orders were
con. templated under these contracts, they were illegal, as the Delivery Orders
were not made non-transferable. If Delivery Orders, Railway Receipts or Bills
of Lading were not contemplated under the contracts, then the exemption (which
deals with cases where Delivery Orders, Railway Receipts or Bills of Lading are
issued) has no application." This decision was approved in Uma
Satyanarayanamurty v. Kothamasu Sitaramayya & Co. (1), where in considering
whether a disputed contract was a ,forward contract' within the meaning of the
Vegetable Oils and Oilcakes (Forward Contract Prohibition) Order, 1944,
Rajamannar, C. J., held that the intention underlying the notification being to
grant exemption only to cases of forward contracts in respect of which there
could be some guarantee that they would not be subject to speculation,
exclusion from the prohibition imposed by the notification may be established
only if one of the terms of the contract is that the delivery order or railway
receipt or bill of lading relating thereto is not transferable. It is not
enough that such documents are not contemplated, because it cannot be said that
they are prohibited. This view was followed in Bodhu Seetharamaswami v.
Bhagavathi Oil Company (2), Hussain Kasam Dada v. Vijayanagaram Commercial
Association (3) and Vaddadi Venkataswami v. Hanura Noor Muhammad Beegum (4).
The phraseology of the notifications and the definitions of forward contract
were not in terms identical, in each of these cases; but these cases lay down
that before a contract (1) (1950) 1 M. L. J. 557.
(3) A.I.R. (1954) Mad. 528.
(2) 1. L R. (1951) Mad. 723. A.I.R. (1956)
696 for delivery of a commodity at a future
date could be regarded as excluded from the definition of forward contract, even
if the contract was for a specific price or specific quality, it must be
stipulated that the contracts were not transferable to third parties by
expressly prohibiting the transfer of delivery orders, railway receipts or
bills of lading.
We are unable to hold that a contract for
delivery of goods at a future date would fall within the exception in the
definition of forward contract if other conditions are fulfilled only if there
is an express stipulation recorded in the contract prohibiting the transfer of
delivery orders, railway receipts or bills of lading against the contract
thereof. The order issued by the Saurashtra Government excluded from the
definition of forward contract all contracts for specific qualities or types of
groundnut whole or groundnut seeds or groundnut oil and for specific delivery
at a specific price, delivery orders, railway receipts or bills of lading
against which contracts, were not transferable to third parties. But the
Legislature did not impose the condition that the contracts for delivery of
goods at some future date must recite that the contracts were not to be
transferable, and there is no indication of such an implication. Nor is the
object of the order sufficient to -justify an overriding reason for implying
that condition. In a recent case Khardah Company Ltd. v. Raymon -itCompany
(India) Private Ltd. (1), this Court had to adjudicate upon the validity of a
forward contract relating to jute. By cl. (2) of s. 17 of the Forward Contracts
Regulations Act 74 of 1952 forward contracts in contravention of the provisions
of sub-s. (1) of s. 17 were declared illegal, but the Notification did not
apply to nontransferable specific delivery contracts for the sale or purchase
of any goods. In a dispute relating to nondelivery of jute, which was one of
the commodities to which the Act was made applicable, (1)  3 S.C.R. 183.
697 the Bengal Chamber of Commerce made an
award. In a petition to set aside the award it was urged that in the absence of
a specific clause prohibiting transfer in the contract itself, the plea that
the contract is not transferable is not open to the party supporting the
contract and that evidence aliunde is not admissible to establish the
condition, and in Support of that argument Seetharamaswani v. Bhagwathi Oil Co.
(1), Hanumanthah v. U. Thimmaiah (2) and Hussain Kasam Dada v. Vijananagaram
Commercial Association (3) were cited.
Venkatarama Aiyar, J, observed in dealing
with this contention:
"x x x that when a contract has been
reduced to writing, we must look only to that writing for ascertaining the
terms of the agreement between the parties, but it does not follow from this
that it is only what is set out expressly and in so many words in the document
that can constitute a term of the contract between the parties. If on a reading
of the document as a whole, it can fairly be deduced from the words actually
used therein that the parties had agreed on a particular term, there is nothing
in law which prevents them from setting up that term. The terms of a contract
can be express or implied from what has been expressed. x x x x on the question
whether there was an agreement between the parties that the contract was to be
non transferrable, the absence of a specific clause forbidding transfer is not
What has to be seen is whether it could be
held on a reasonable interpretation of the contract, aided by such
considerations as can legitimately be taken into account that the agreement of
the parties was that it was not to be transferred. When once a conclusion is
reached that such was the understanding of the parties, (1) (1951) 1 M.L.J.
147. (1) A.I.R. (1954) Mad. 87.
(3)A.I.R. (1954) Mad, 528.
698 there is nothing in law which prevents
effect from being given to it." In our view this principle applies to the
interpretation of the Saurashtra Groundnut and Groundnut Products (Forward
Contract Prohibition) Order, 1949. From the absence of a clause expressly
prohibiting transfer of the contract against delivery orders, railway receipts
or bills of lading it cannot be inferred that the contract is transferable.
The question whether an impugned contract is
transferable must depend upon the language of the contract interpreted in the
light of surrounding circumstances, and silence of the contract cannot be
regarded as an indication of transferability-much less would it justify an
inference that it is transferable.
We must then consider having regard to the
surrounding circumstances if such a term can be implied. The contracts are made
subject to the rules and regulations of the Veraval Merchants' Association.
These rules are designated "'Rules and Regulations of groundnuts ready
delivery". Rule 5 provides that the buyer has to supply empty bags to the
seller and he has to supply a Bardan Chitti within 48 hours from the receipt of
the letter of the seller to the buyer asking for empty bags. In the event of
failure to supply a Bardan Chitti within 48 hours a penalty of Rs. 2/per 100
bags is to be paid to the seller for every 24 hours. Rule 6 deals with
delivery. The seller has to give delivery at the godown of the buyer and the
seller is to unload the carts at his own cost. The buyer has, on presentation
of the receipt of the commodity at his godown to pay 90% of the invoice price,
and 10% may be retained against defects or shortage discovered in weighment
(Rule7). Weighment has to be made at the godown of the buyer, at the earliest
moment according, to the convenience of the seller and the buyer, after the
commodity has reached the buyer's godown. A sample has to be preserved, if 699
the seller so chooses, at the buyer's place. At the convenience of both the
buyer and the seller and at the earliest opportunity the sample should be
analyzed at the buyer's place but after weighment of the commodity, cleaning of
sample should not take more than 6 days and if a person makes any delay he
would be liable to pay a penalty of -/8/eight annas for every 24 hours per
every lot of 100 bags.
Rule 9 deals with shortages and provides for
reimbusement of loss to the buyer. Rule 10 deals with payment of price. On
taking delivery of the commodity, the person receiving the commodity, having
obtained a kutcha receipt,, is to make 90% payment to the person giving
delivery immediately . If the person giving delivery of a commodity so desires,
the person 'taking delivery has to furnish surety for the value of commodity
and acceptable to the Association. After weighment and shortages are settled
and on receiving the invoice, the buyer must pay in full the balance of 10% within
96 hours. The buyer paying after 96 hours must pay interest at the rate of
-/12/twelve annas per centum per mensem. Rule II provides for "survey of
disputes" arising between the members at the time of delivery of
"'weighed commodity." The application may be made both by the buyer
and the seller. Rule 15 provides for steps to be taken if the seller or the
buyer be "unable to meet amount" found due at the settlement
regarding the commodity. The Managing Committee, after hearing the seller and
buyer, may grant extension of time on receipt of an application to the
Association from such buyer or seller, or the Association may determine and fix
a reasonable rate after considering the rates as well as circumstances in the
local as well as other centres of Saurashtra between seller and the buyer and
that the transactions between the buyer and the seller have to be settled at
the rate so fixed.
The transactions for purchase and sale are to
be carried through between two members of the 700 Association and under the
rules and regulations of the Association. Delivery has to be given at the
warehouse of the purchaser and detailed rules about sampling, surveying,
payment of price etc., are made. Prima facie, these rules apply to the persons
named as the seller and the buyer in the transactions of sale and purchase. But
Mr. Ayyanger appearing on behalf of the appellant contended that the expression
, buyer' would include a purchaser from the buyer because under the general law
of contracts the benefit of a contract to purchase goods can be assigned and
therefore the rights of the buyer would be enforceable by the transferee of the
buyer. But the scheme of the rules indicates that the entire transaction has to
be carried through between the parties to the transaction and not between the
seller and a transferee of the rights of the buyer. In carrying out the
transactions under the rules, diverse obligations are imposed upon the buyers,
and it is settled law that without the consent of the seller, the burden of a
contract cannot be assigned. The rules provide, as we have already pointed out,
that the empty bags are to be supplied by the buyer.
Such an obligation cannot be transferred by
Again diverse rules provide liability for
payment of penalty. If a buyer cannot transfer the Obligations under a contract
which is made subject to the rules and regulations of the Association, ail the
obligations prescribed by the rules being made part of the contract, a very
curious result would ensue in that whereas an assignee of the buyer would be
entitled to demand delivery at his own godown at the rate fixed, for his
default the buyer would remain liable for the diverse obligations including
liability to pay penalty for default of his assignee under the rules. Again the
seller by Rule 6 has to deliver the goods at the warehouse of the buyer, and if
the benefit of the contract is transferable, it would imply an obligation to
deliver at the warehouse of the buyer's assignee, wherever the warehouse of the
assignee may be. The 701 warehouse of the assignee of the buyer may be in
Veraval or at any other place, but the seller having entered into a contract at
a rate which would include normal expenses for delivery at the buyer's godown
maybe required to undertake an intolerable burden of meeting all the charges
for transporting the goods to the warehouse of the buyer's assignee wherever
such godown may be situate. Such an obligation could never have been under
contemplation of the rule-making body.
Mr. Ayyanger contended that the assignee of
the buyer contemplated by the rules would of necessity have to be a member of
the Association and therefore resident in Veraval.
But the rules to which our attention has been
invited do not, if the buyer is to include the assignee of the benefit of the
contract, seem to impose any such restriction. If the general law relating to
assignment of benefit under a contract is to be superimposed upon the rules,
notwithstanding the scheme which prima facie contemplates performance between
the parties, there is no reason why any such reservation should be made. It was
alternatively urged by Mr. Ayyangar that the rules of the Association use two
expressions buyer' and 'Persons'-and wherever the expression Person' is used it
would include an assignee of the buyer.
This argument, in our judgment, is without
force. The rules have not been drawn up with any precision, and there is
nothing to indicate that by using the expression 'person' a larger category was
intended. for instance in rule 5, the obligation to supply empty bags is
imposed upon the 'buyer' and the penalty for failing to carry out that
obligation is imposed upon the 'person.' Similarly in rule 10 when delivery is
taken by the 'buyer' the 'person' receiving the commodity has to make payment
of 90% of the price to the person giving delivery. There arc a large number of
other rules which deal with the rights of the "buyers' and the obligations
702 simultaneously imposed upon persons which in the context may mean only the
buyers. The use of the expression "Person' does not, in our judgment,
indicate that he was to be anyone other than the buyer or his representative.
On a careful review of the rules we are of
the view that under the rules and regulations of the Veraval Merchants'
Association pursuant to which the contracts are made, the contracts were not
transferable. The contracts were undoubtedly for delivery of groundnut at a
future date, but they were contracts for specific quality for specific price,
and for specific delivery under the rules of the Association under which they
were made. The contracts were, for reasons already mentioned, also not
transferable to third parties, and could not be regarded as forward contracts
within the meaning of the order. It is unnecessary therefore to consider whether
the respondent who claimed to have acted as Pucca Adatia and therefore as
Commission Agent was entitled to claim reimbursement for any amount alleged to
have been paid by him on behalf of the appellant for losses suffered in the
transactions in dispute.
We are therefore of the view that the High
Court was right in modifying the decree passed by the Trial Court and in
dismissing the appellant's suit. The appeal is dismissed with costs.