Contracts how made. Promissory notes, bills of If any director, manager, or officer of such Company, or any person on its behalf uses or authorizes the use of any seal purporting to be a seal of the Company, whereon its name is not so engraven as aforesaid, or issues, or authorizes the issue of any notice, advertisement, or other official publication of such Company, or signs, or authorizes to be signed on behalf of such Company, any bill of exchange, hundi, promissory note, indorsement, cheque, order for money or goods, or issues, or authorizes to be issued, any bill of parcels, invoice, receipt, or letter of credit, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of one thousand rupees, and shall further be personally liable to the holder of any such bill of exchange, hundí, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the Company. NOTE. This section and the preceding one correspond with, and are adapted from §§ 41, 42, of the English statute, the Companies Act, 1862 (25 & 26 Vict., e. 89). § 67. Contracts on behalf of any Company under this Act may be made as follows, that is to say : (a) Any contract which, if made between private persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the Company in writing under the common seal of the Company, and such contract may be in the same manner varied or discharged. (b) Any contract which, if made between private persons would be by law required to be in writing signed by the parties to be charged therewith, may be made on behalf of the Company in writing signed by any person acting under the express or implied authority of the Company, and such contract may in the same manner be varied or discharged. (c) Any contract which, if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the Company by any person acting under the express or implied authority of the Company, and such contract may in the same way be varied or discharged. And all contracts, made according to the provisions herein contained, shall be effectual in law, and shall be binding upon the Company and their successors, and all other parties thereto, their heirs, executors or administrators as the case may be. NOTE.-Corresponds with the provisions of § 37 of the English statute, the Companies Act, 1867 (30 & 31 Vict., c. 131). § 72. A promissory note, bill of exchange or hundí shall be deemed to have been made, drawn, accepted or indorsed on hundis. behalf of any Company under this Act, if made, drawn, accepted exchange and or indorsed in the name of the Company by any person acting under the authority of the Company, or if made, drawn, accepted or indorsed, by or on behalf or on account of the Company, by any person acting under the authority of the Company. Corresponds with § 47 of the English Companies Act, 1862 (25 & 26 Vict., c. 89). § 144. The official liquidator shall have power, with the Powers of sanction of the Court, to do the following things: (f) to draw, accept, make and indorse any bill of exchange, hundí or promissory note in the name and on behalf of the Company, also to raise upon the security of the assets of the Company from time to time any requisite sum or sums of money; and the drawing, accepting, making or indorsing of every such bill of exchange, hundí or promissory note as aforesaid on behalf of the Company, shall have the same effect with the respect to the liability of such Company as if such bill or note had been drawn, accepted, made or indorsed by or on behalf of such Company in the course of carrying on the business thereof: official liquidator as to bills of exchange, &c.; raising funds. Effect of drawing, acceptance, &c. § 153. All monies, bills, hundís notes and other securities, Regulation of paid and delivered into the Bank of Bengal, the Bank of Madras account with or the Bank of Bombay, or any branch thereof respectively, in Court. the event of a Company being wound up by the Court, shall be subject to such order and regulation for the keeping of the account of such monies and other effects, and for the payment and delivery in, or investment and payment and delivery out, of the same, as the Court may direct. Interpretationclause. "Consideration." "Agreement." Communication, accept ance, and revocation of proposals. Communication when complete. THE INDIAN CONTRACT ACT. (ACT IX OF 1872.) 2. In this Act the following words and expressions are used in the following senses, unless a contrary intention appears from the context: (d.)-When, at the desire of the promisor the promisee or any other person has done or abstained from doing, or does or abstains from doing, or promises to do or to abstain from doing, something, such act or abstinence or promise is called a consideration for the promise: (e.)-Every promise and every set of promises, forming the consideration for each other, is an agreement. CHAPTER I. OF THE COMMUNICATION, ACCEPTANCE, AND REVO- 3. The communication of proposals, the acceptance of proposals, and the revocation of proposals and acceptances respectively, are deemed to be made by any act or omission of the party proposing, accepting, or revoking, by which he intends to communicate such proposal, acceptance, or revocation, or which has the effect of communicating it. 4. The communication of a proposal is complete when it comes to the knowledge of the person to whom it is made. The communication of an acceptance is complete, as against the proposer, when it is put in a course of transmission to him, so as to be out of the power of the acceptor; as against the acceptor, when it comes to the knowledge of the proposer. The communication of a revocation is complete, as against the person who makes it, when it is put into a course of transmission to the person to whom it is made, so as to be out of the power of the person who makes it; as against the person to whom it is made, when it comes to his knowledge. 5. A proposal may be revoked at any time before the Revocation of communication of its acceptance is complete as against the proposals and proposer, but not afterwards. An acceptance may be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwards. 6. A proposal is revoked (1) by the communication of notice of revocation by the proposer to the other party; (2) by the lapse of the time prescribed in such proposal for its acceptance, or, if no time is so prescribed, by the lapse of a reasonable time, without communication of the acceptance; (3) by the failure of the acceptor to fulfil a condition precedent to acceptance; or (4) by the death or insanity of the proposer, if the fact of his death or insanity comes to the knowledge of the acceptor before acceptance. acceptances. Revocation how made. 7. In order to convert a proposal into a promise the accept- Acceptance ance must (1) be absolute and unqualified. (2) be expressed in some usual and reasonable manner, unless the proposal prescribes the manner in which it is to be accepted. If the proposal prescribes a manner in which it is to be accepted, and the acceptance is not made in such manner, the proposer may, within a reasonable time after the acceptance is communicated to him, insist that his proposal shall be accepted in the prescribed manner, and not otherwise; but, if he fails to do so, he accepts the acceptance. 8. Performance of the conditions of a proposal, or the acceptance of any consideration for a reciprocal promise which may be offered with a proposal, is an acceptance of the proposal. must be absolute. Acceptance by performing conditions on receiving consideration. 9. In so far as the proposal or acceptance of any promise is Promises, made in words, the promise is said to be express. In so far as express and imsuch proposal or acceptance is made otherwise than in words, plied. the promise is said to be implied. CHAPTER II.-OF CONTRACTS, VOIDABLE CONTRACTS, AND VOID AGREEMENTS. 10. All agreements are contracts if they are made by the What agreefree consent of parties competent to contract, for a lawful con- ments are consideration, and with a lawful object, and are not hereby expressly tracts. declared to be void. Who are competent to con. tract. Effect of release of one Nothing herein contained shall affect any law in force in British India, and not hereby expressly repealed, by which any contract is required to be made in writing or in the presence of witnesses, or any law relating to the registration of documents. 11. Every person is competent to contract who is of the age of majority according to the law to which he is subject, and who is of sound mind, and is not disqualified from contracting by any law to which he is subject. 44. Where two or more persons have made a joint promise, a release of one of such joint promisors by the promisee does not joint promisor. discharge the other joint promisor or joint promisors; neither does it free the joint promisor so released from responsibility to the other joint promisor or joint promisors. Title conveyed by seller of goods to buyer. Title. 108. No seller can give to the buyer of goods a better title to those goods than he has himself, except in the following cases :— Exception 1.-When any person is, by the consent of the owner, in possession of any goods, or of any bill of lading, dock-warrant, warehouse-keeper's certificate, wharfinger's certificate, or warrant or order for delivery, or other document showing title to goods, he may transfer the ownership of the goods, of which he is so in possession, or to which such documents relate, to any other person, and give such person a good title thereto, notwithstanding any instructions of the owner to the contrary: Provided that the buyer acts in good faith, and under circumstances which are not such as to raise a reasonable presumption that the person in possession of the goods or documents has no right to sell the goods. Exception 2.-If one of several joint-owners of goods has the sole possession of them by the permission of the co-owners, the ownership of the goods is transferred to any person who buys them of such joint-owner in good faith, and under circumstances which are not such as to raise a reasonable presumption that the person in possession of the goods has no right to sell them. Exception 3.-When a person has obtained possession of goods under a contract voidable at the option of the other party thereto, the ownership of the goods is transferred to a third person who, before the contract is rescinded, buys them in good faith of the person in possession; unless the circumstances which render the contract voidable amounted to an offence committed by the person in possession or those whom he represents. In this case the original seller is entitled to compensation from the original purchaser for any loss which the seller may have sustained by being prevented from rescinding the contract. |