PROBODH CHANDRA CHAKRAVARTY Vs. JATINDRA MOHAN CHAKRAVARTY

JUDGEMENT

(1.) This appeal is on behalf of defendant 1 and it arises out of a suit commenced by the plaintiffs for recovery of money due on a promissory note. The first two plaintiffs are the present proprietors of a timber company which was also joined as the third plaintiff in the suit. They had supplied timber and wood products to defendant 2, the Labour House Ltd. of which defendant 1 was the President. That company went into voluntary liquidation and defendant 1 was appointed the liquidator. The assets of this firm were taken over subsequently by another firm known as the Steel Construction Co., who are made defendant 3 in the suit and defendant 1 was a director of that firm too. The plaintiffs case is that they did not get the price of the timber, which they supplied to defendant 2 on requisition of defendant 1 and threatened him with a suit. Eventually a promissory note was executed on 5 December 1932 by defendant 1 both in his personal capacity as well as a director of defendant 3 company, and he promised to pay the dues of the plaintiff's amounting to Rs. 1915-8-3. The plaintiffs in this suit have claimed to recover this sum of money together with interest.

(2.) A number of defences were taken by the three defendants all of whom contested the suit. So far as defendant 3 is concerned, it was admitted that it was being wound up compulsorily tinder orders of this Court, and the assets were taken possession of by the Official Liquidator appointed by this Court some time in December 1932. As no permission of this Court under Section 171, Companies Act, was obtained in respect of the claim against this company, it was held by both the Courts below that the suit would fail against defendant 3 on that ground. The suit was also dismissed against defendant 2 on the ground that it was not a party to the promissory note and that the original claim on the basis of the goods supplied was long barred by limitation. Both the lower Courts decreed the suit against defendant 1, alone, overruling all the defences taken by the latter, and he is the sole appellant in this appeal. Two of the contentions which were put forward on behalf of defendant 1 in the Courts below have been pressed for our consideration by Mr. Bose who appeared in support of this appeal. The first ground is that on the promissory note as it stands, there is no personal liability on the part of defendant 1 to pay the money; he undertook the liability only as representing defendant 3 company whose director he was. The second ground is that the plaintiff having already compromised the matter with defendant 3 and obtained satisfaction from the latter in respect of the identical debt, could not sue defendant 1 over again.

(3.) Now so far as the first point is concerned, Mr. Bose relies upon the signature which was made by the executant in the promissory note. Defendant 1 admittedly signed his own name in the extreme right corner of the document, where the stamps were placed, but just above his signature the following words were impressed by a rubber stamp. "For and on behalf of the Steel Construction Co. Ltd," and below his name was also the word "Director" impressed by the same rubber stamp. Mr. Bose argues that whatever liability defendant 1 might have undertaken was undertaken by him. only as a representative or director of the Steel Construction Company, and he was not personally liable on the promissory note. The contention though plausible are first sight seems to me to be without any substance. The body of the note clearly shows that defendant 1 Probodh, promised to pay the amount, both in his own personal capacity, as well as a director. b? defendant 3 company. Probodh was therefore the maker of the instrument in both? the capacities, and he did sign the note byway of authenticating it and giving effect to the contract contained therein.