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Raipur Manufacturing Co. Ltd. Vs. Joolaganti Venkatasubba Rao Veerasami and Co. - Court Judgment

LegalCrystal Citation
CourtChennai
Decided On
Judge
Reported inAIR1921Mad664; 70Ind.Cas.284
AppellantRaipur Manufacturing Co. Ltd.
RespondentJoolaganti Venkatasubba Rao Veerasami and Co.
Cases ReferredKamisetti Subbiah v. Katha Venkataswamy
Excerpt:
.....to a case like the present. the breach complained of in this case undoubtedly afforded a cause of action to the plaintiffs. commission on all sales made by us as well as on the sales made by you to the merchants in this district introduced by us. ' that is to say, the plaintiff's case is that the words 'as well as on the sales made by you' have been omitted by mistake in fair-copying exhibit i, and it is pointed out that the intention of the parties was as expressed in exhibit f. krishnaswami aiyar, the learned vakil for the respondents, that, in the circumstances like those of the present case, it is not necessary; 6. in compliance with the order contained in the is above judgment, the additional sub ordinate judge of guntur submitted the finding in favour of the plaintiffs that there..........traded in cloths on their own account within the districts covered by the agreement have infringed clause 6. clause 6 says, 'we bind ourselves not to work for any other mill or mills, merchant or merchants dealing in this line to act as their agents or in any manner whatsoever and will try honestly to introduce your goods as much as possible.' admittedly, the plaintiffs did not act as agents of any other mill or merchant dealing in cloths nor can it be said that they worked for any such persons besides the defendants. what they did was that they carried on the business of buying cloths from other mills or merchants, and selling them on their own account. that could not be said to be working for persons from whom the plaintiffs bought their goods on their own account. it was next argued.....
Judgment:

1. We hold that the suit was properly laid in the Guntur Subordinate Judge's Court. The plaintiffs who were alleged to have been appointed agents by the defendant firm in order to sell their goods in certain specified districts in this Presidency complained that in violation of the contract the defendant sold their goods in the districts in question through other agents and they also complained of illegal rescission of the contract: They claimed damages for breach of contract.

2. Section 20 of the Code of Civil Procedure lays down that a suit may be instituted in a Court where the cause of action wholly or in part arises, and the question therefore, is 'did the cause of action in this case arise, in part within the jurisdiction of the Guntur Court.' It is contended on behalf of the appellants that the facts alleged, namely, the sale by the defendants of their goods in Madras Presidency through other agents in breach of the contract with the plaintiffs is not part of the plaintiffs cause of action. The phrase cause of action' has often been defined and we think that the definition given by the English Court of appeal in Read v. Brown (1889) 22 Q.B.D. 128 is applicable to a case like the present. There Lord Esher, M.R., cites with approval the definition given in Cooke v. Gill (1888) 20 Q.B.D. 152 namely 'every fact which it would be necessary for the plaintiff' to prove, if traversed, in order to support, his right to the judgment of the Court. 'Here the plaintiffs would not succeed in the action unless they proved, as alleged by them, that the defendants had committed a breach by selling their goods in this Presidency contrary to the terms of the contract with the plaintiffs. This decision has been followed in some of the Indian Courts and, in our opinion, the definition of 'cause of action' as given there is one which we should accept. The breach complained of in this case undoubtedly afforded a cause of action to the plaintiffs. We may also refer to the case of Robey v. Snaefell Mining Co. (1873) 8 C.P. 107 where a similar view of the law prevailed. We may mention that Kamisetti Subbiah v. Katha Venkataswamy 27 M. 355 relied on by the learned Pleader for the plaintiffs does not deal with this matter at all.

3 We, therefore, hold that the Guntur Court had jurisdiction to try the case.

4. The first point urged for the defendants on the merits is based on paragraph No. 6 of the agreement Exhibit I. Their case is that the plaintiffs having traded in cloths on their own account within the districts covered by the agreement have infringed Clause 6. Clause 6 says, 'We bind ourselves not to work for any other mill or mills, merchant or merchants dealing in this line to act as their agents or in any manner whatsoever and will try honestly to introduce your goods as much as possible.' Admittedly, the plaintiffs did not act as agents of any other mill or merchant dealing in cloths nor can it be said that they worked for any such persons besides the defendants. What they did was that they carried on the business of buying cloths from other mills or merchants, and selling them on their own account. That could not be said to be working for persons from whom the plaintiffs bought their goods on their own account. It was next argued that this conduct of the plaintiffs amounted to an infringement of the provisions in Clause 6 that they would try honestly to introduce the defendant's goods as much as possible. The plaintiffs did, in fact, in the course of about ten months sell three lakhs of rupees worth of goods of the manufacture of the defendants, and really no attempt was made to show that the plaintiffs did not try honestly to introduce the defendants' goods in the districts mentioned in the agreement.

5. The second point relates to the commission of one per cent, allowed by the lower Court on sales made directly by the defendants to persons in the specified districts who were introduced to the defendants by the plaintiffs. The clause governing this matter is No. 2 of Exhibit I which provides that the plaintiffs were to sell the defendants' cloth worth a lakh of rupees within twelve months and the defendants were to pay to the plaintiffs one per cent, commission 'on all sales made by us to the merchants in this district introduced by us.' The contortion of the respondents is that there is a clerical error in this clause in copying from the draft agreement Exhibit F. The corresponding clause in Exhibit F is to this effect: 'and you to pay us one per cent. commission on all sales made by us as well as on the sales made by you to the merchants in this district introduced by us.' That is to say, the plaintiff's case is that the words 'as well as on the sales made by you' have been omitted by mistake in fair-copying Exhibit I, and it is pointed out that the intention of the parties was as expressed in Exhibit F. That there was a clerical error or mistake in fair-Copying Exhibit I does not seem, so far as can be ascertained from the records, to have been pointedly discussed in the lower Court. The plaint does not make any mention of it no issue was raised with reference to it; and all the evidence that is taken in respect of Exhibits F and I is that Exhibit I was fair-copied from Exhibit F and that the terms of contract were settled between the parties before Exhibit F was drawn up. We are inclined to agree with Mr. Krishnaswami Aiyar, the learned Vakil for the respondents, that, in the circumstances like those of the present case, it is not necessary; that a separate suit should have been brought for rectification of the document and that it is open to us to allow the plaintiffs to amend their plaint and ask for the necessary rectification so that the defendants might have adequate notice of the case they have to meet. We, therefore, direct, with reference to this portion of the plaintiffs' claim, that they may be permitted to amend their plaint subject to any question of limitation. The parties will be allowed to adduce fresh evidence on the question, whether there was any mistake and also as to the details of the sales to persons introduced by the plaintiffs. The lower Court will frame any issue that may be found necessary in this connection, it will submit its finding within three months from this date and the party contesting such finding Will file objections within a fortnight. Costs will be dealt with at the further hearing of the appeal.

6. In compliance with the order contained in the is above judgment, the Additional Sub ordinate Judge of Guntur submitted the finding in favour of the plaintiffs that there was a mistake in fair-copying Exhibit I by omission of the words 'As well as on the sales made by you,' and he further found that the intention of the parties was as expressed in Exhibit F.'

7. This appeal came on for final hearing before their lordships Oldfield and Rame sam, JJ.

8. We accept the finding and dismiss the appeal with costs.


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