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Poona Chitrashala Steam Press Vs. Gajanan Industrial and Trading Co. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtMumbai
Decided On
Case NumberSecond Appeal No. 330 of 1921
Judge
Reported inAIR1923Bom29; (1922)24BOMLR355; 67Ind.Cas.941
AppellantPoona Chitrashala Steam Press
RespondentGajanan Industrial and Trading Co.
Excerpt:
.....purchased by the defendant-company, one of its secretaries, treasurers and agents signed a promissory note in his own name. the promissory note was written on a form of letter of the company and bore a rubber stamp impression of the company. in a suit on the promissory note, it was contended that the note wag not validly executed so as to bind the company under section 72 of the indian companies act 1882 :-;decreeing the suit, that there was no doubt that the promissory note was signed on behalf the company who purchased and used the machinery. - maharashtra scheduled castes, scheduled tribes, de-notified tribes (vimukta jatis), nomadic tribes, other backward classes and special backward category (regulation of issuance and verification of) caste certificate act (23 of 2001),..........passed. the appellate court has found that t.n. joshi had implied authority to sign the promissory note on behalf of the company as against third parties, and there can be no doubt on the evidence that the secretaries, treasurers and agents, would be the persons to sign documents of this character in accordance with the articles of association, and the terms of their employment; and whatever private arrangement there may have been between joshi and the company with regard to the machinery in respect of which this promissory note was passed, that would not affect the rights of third parties. the only question is whether it can be said that this promissory note has been drawn on behalf of the company, and for that purpose we must look at the contents of the note, and we find there is at.....
Judgment:

Norman Macleod, C.J.

1. The plaintiffs sued to recover Rs. 2575-1-0 the balance still due on a promissory note passed by the defendant Company. Both the lower Courts have rejected the claim on the ground that the promissory note signed by T.N. Joshi for Joshi, Patwardhan and Company, Secretaries, Treasurers and Agents, does not come within the provisions of Section 72 of the Indian Companies Act, 1882, which was the Act prevailing when the note was passed. The appellate Court has found that T.N. Joshi had implied authority to sign the promissory note on behalf of the Company as against third parties, and there can be no doubt on the evidence that the Secretaries, Treasurers and Agents, would be the persons to sign documents of this character in accordance with the Articles of Association, and the terms of their employment; and whatever private arrangement there may have been between Joshi and the Company with regard to the machinery in respect of which this promissory note was passed, that would not affect the rights of third parties. The only question is whether it can be said that this promissory note has been drawn on behalf of the Company, and for that purpose we must look at the contents of the note, and we find there is at the top of the Note the heading, 'The Gajanan Industrial and Trading Company Limited, Wai', and there is a rubber stamp, which was evidently used as the stamp of the Company in addition. There can be no doubt then that the Secretaries, Treasurers and Agents signed the promissory note on behalf of the Company, and there is no reason for dismissing the claim, because the stamp appears at the top of the paper, instead of beneath the signature. The Company undoubtedly purchased the machinery, used the machinery, and was liable to pay for the machinery. If a claim had been made for goods sold and delivered there could be no answer. It seems to us that the defence is a most dishonest one. At the most it was, as the learned Judge below pointed out, a technical defence, and consequently neither of the Courts gave the successful defendants their costs. We think there should be a decree for the amount of the promissory note in addition to the amount of Rs. 83-6-0 with interest at 33/4 per cent, from the date of the note until judgment, with costs throughout, and interest at six per cent, on the amount of the note till payment.


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