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PETITIONER: SIR CHUNILAL V. MEHTA AND SONS, LTD.

       Vs.

RESPONDENT: THE CENTURY SPINNING AND MANUFACTURING CO., LTD.

DATE OF JUDGMENT: 05/03/1962

BENCH: MUDHOLKAR, J.R. BENCH: MUDHOLKAR, J.R. SINHA, BHUVNESHWAR P.(CJ) KAPUR, J.L. HIDAYATULLAH, M. SHAH, J.C.

CITATION:  1962 AIR 1314            1962 SCR  Supl. (3) 549  CITATOR INFO :  F          1963 SC 361  (8)  RF         1979 SC 798  (9)

ACT: Supreme  Court  Appellate  Jurisdiction  of--Appeal  against decree     of    affirmance--Substantial     question     of law--Construction  of agreement, if such a  question--Breach of contract--Liquidated damages--Constitution of India, Art. 133(1).

HEADNOTE: The  appellants  were  appointed  managing  agents  of   the respondents for 21 years.  Under cl. 10 of the agreement the appellants  were entitled to a remuneration equal to 10%  of the gross profits of the respondents subject to a minimum of Rs. 6,000 per month.  Clause 14 provided that if the  agree- ment was terminated otherwise in accordance with the  provi- sions thereof the appellants would be entitled to liquidated damages  "of  not  less than Rs. 6,000" per  month  for  the unexpired  portion of the agreement.  The respondent  wrong- fully  terminated  the agreement before the  expiry  of  the stipulated period.  The appellants filed a suit for recovery of damages for breach of contract on the basis of 10% of the gross profits of the respondents.  The trial judge granted a decree for Rs. 2,34,000 calculating the amount at Rs.  6,000 per  month.   On  appeal by the appellants  the  High  Court affirmed  the decree.  The appellants applied ’to  the  High Court for a certificate of fitness for appeal to the Supreme Court  but it declined to grant the same on the ground  that though  the  question involved in the case relating  to  the interpretation of the agreement was a question of law it was not a substantial question of law as required by Art.  13(1) of the Constitution. Held,  that the case involved a substantial question of  law and  the appellants were entitled to the certificate  as  of right.   A  substantial question of law is one which  is  of general   public   importance   or   which   directly    and substantially  affects the rights of the parties  and  which have  not  been finally settled by the  Supreme  Court,  the

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Privy Council or the Federal Court or which is not free from difficulty  or  which calls for  discussion  of  alternative views.  The question involved in the present case as to  the construction of the agreement was not only one I of law but’ it  was  neither  simple  nor free  from  doubt  and  was  a substantial  question  of  law within the  meaning  of  Art. 133(1). 550 Kaikhushroo  Pirojsha Ghaira v. O.P.  Syndicate  Ltd.,(1948) I.Bom.   L.  R.  744  ; Raghunath  Prasad  Singh  v.  Deputy Commissioner  of  Partapgarh,  (1927)  54  1.  A.  126   and Dinkarrao  v. Battansey, f. L. R. (1949) Nag. 224,  referred to. Rimmalapudi  Subba Rao v. Noony Veeraju, I. L. R. 1952  Mad. 264, approved. Held,  further that upon a proper construction of cl. 14  of the agreement the appellants were entitled to damages at the rate of Rs. 6,000 per month only.  The words "not less  than Rs.  6,000" in cl. 14 could not be construed as meaning  10% of the gross profits as provided in cl. 10.  When in cl.  14 the  parties named a sum of money to be paid  as  liquidated damages, it excluded the right to claim an unascertained sum as damages.

JUDGMENT: CIVIL APPELLATE JURISDICTION :Civil Appeal No. 417 of 1957. Appeal  by special leave from the judgment and decree  dated March 14, 1956, of the Bombay High Court in Appeal No. 94 of 1955. AT. A. Palkhiwala, J. B. Dadachanji, S. N. Andley, Rameshwar Nath and P. L. Vohra, for the appellants. M.  C. Setalvad, Attorney General of India, R. J. and B.  P. Maheshwari, for the respondent. Porus A. Mehta and R. H. Dhebar, for the Intervener. 1962.  March 5. The Judgment of the Court was delivered by MUDHOLKAR, J.-This is an appeal by special leave against the Judgment of the High Court of ’Bombay in an appeal from  the judgment  of  a single Judge of that Court.   The  claim  in appeal  before  the  High Court was for about  26  lakhs  of rupees.  Being aggrieved by the decision of the High  Court, the appellant applied for a certificate under Art. 133(1)(a) of  the  Constitution.  The judgment of the  High  Court  in appeal  was  in affirmance of the judgment  of  the  learned single Judge dismissing the appellant’s suit for damages and therefore, it was 551 necessary for the appellant to establish that a  substantial question  of law was involved in the appeal.  On  behalf  of the  appellant  it was contended that  the  question  raised concerned the interpretation to be placed on certain clauses of  the managing agency agreement upon which their claim  in the  suit was founded and that as the interpretation  placed by the appeal court on those clauses was erroneous and  thus deprived  them  of  the claim to a  substantial  amount  the matter deserved to be certified by the High Court under Art. 133(1)(a) of the Constitution.  The learned Judges dismissed the  application  without a  judgment  apparently  following their previous decision in Kaikhushroo Pirojsha Ghaira v. C. P.  Syndicate  Ltd. (1).  The appellants,  therefore,  moved this  Court under Art. 136 of the Constitution for grant  of special  leave  which was granted.  In the  application  for special leave the appellant had raised a specific contention to  the  effect that the view taken by the High  Court  with

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regard to the application for certificate under Art. 133 (1) (a)  of the Constitution was wrong, that the  appellant  was entitled  to appeal to this Court as a matter of  right  and that while considering the appeal this question should  also be  decided.  The appellant pointed out that the view  taken by  the  Bombay  High Court on the point as  to  what  is  a substantial question of law runs contrary to the decision of the  Privy  Council  in Raghunath  Prasad  Singh  v.  Deputy Commissioner of Partabgarh (2) and the decision of some High Courts  in  India and that therefore, it is  desirable  that this Court should pronounce upon the question in this appeal and  set the matter at rest.  We think that it is  eminently desirable  that  the  point should  be  considered  in  this appeal. It is not disputed before us that the question raised by the appellant  in the appeal is one of law because,  which  the, appellant  is challenging is the interpretation placed  upon certain clauses of the (1) (1948) L. Bom.  L.R. 744. (2) (1927) 54 I.A. 126, 128. 552 managing  agency agreement which are the foundation  of  the claim  in  suit.   Indeed it is  well  settled      that the construction  of a document of title or of a document  which is  the foundation of the rights of     parties  necessarily raises a question of law. The  next  question  is  whether  the  interpretation  of  a document of the kind referred to above raises a  substantial question  of law.  For, Art. 133(1) provides that where  the judgment,  decree or final order appealed from  affirms  the decision  of the court immediately below in any  case  other than  a case referred to in sub-cl. (c) an appeal shall  lie to  this Court if the High Court certifies that  the  appeal involves  some  substantial question of law.   To  the  same effect  are  the provisions of s. 110 of the Code  of  Civil Procedure.  In the old Judicial Commissioner’s Court of Oudh the view was taken that a substantial question of law  meant a  question of general importance.  Following that view  its successor,  the  Chief  Court of Oudh, refused  to  grant  a certificate  to one Reghunath Prasad Singh whose  appeal  it had  dismissed.  The appellant, therefore, moved  the  Privy Council  for  special leave on the ground  that  the  appeal raised  a  substantial question of law.  The  Privy  Council granted special leave to the appellant and while granting it made the following observation in their judgment:               "Admittedly  here  the decision of  the  Court               affirmed    the   decision   of   the    Court               immediately  below, and, therefore, the  whole               question   turns  upon  whether  there  is   a               substantial  question of law.  There seems  to               have  been some doubt, at any rate in the  old               Court  of  Oudh, to which  the  present  Court               succeeded,   as  to  whether   a   substantial               question  of law meant a question  of  general               importance.  Their Lordships think it is quite               clear  and  indeed it was conceded by  Mr.  De               Gruyther  that  that is not the  meaning,  but               that "substantial                553               question of law" is a substantial question  of               law as between the parties in the ease  invol-               ved." Then their Lordships observed that as the case had  occupied the  High  Court for a very long time and on  which  a  very elaborate  judgment  was delivered the appeal  on  its  face

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raised as between the parties a substantial question of law. This  case is reported in Raghunath Prashad Singh v.  Deputy Commissioner  of  Partabgarh(1).   What  is  a   substantial question  of  law  as between the  parties  would  certainly depend upon the facts and circumstances of every case.  Thus for  instance, if a question of law bad been settled by  the highest  court  of the country the question of  law  however important or difficult it may have been regarded in the past and  however  much it may affect any of  the  parties  would cease to be a substantial question of law.  Nor again, would a question of law which is palpably absurd be a  substantial question  of  law as between the parties.  The  Bombay  High Court,  however, in their earlier decision already  adverted to  have not properly appreciated the test laid down by  the Privy  Council  for  ascertaining  what  is  a   substantial question  of  law.   Apparently the judgment  of  the  Privy Council was brought to their notice though they do not  make a direct reference to it, they have observed as follows:               "The  only guidance that we have had from  the               Privy Council is that, substantial question is               not necessarily a question which is of  public               importance.  It must be a substantial question               of  law  as between-the parties  in  the  case               involved.   But  hero  again it  must  not  be               forgotten  that what is contemplated is not  a               question  of  law  alone; it must  be  a  sub-               stantial  question.  One can define  it  nega-               tively.   For  instance, if there  is  a  well               established   principle   of  law   and   that               principle is               (1)(1927) 54 1. A. 126, 128,               554               applied  to a given set of facts,  that  would               certainly  not  be a substantial  question  of               law.   Where the question of law is  not  well               settled or where there is some doubt as to the               principle of law involved, it certainly  would               raise  a  substantial question  of  law  which               would  require  a final  adjudication  by  the               highest Court." One  of  the points which the learned judges of  the  Bombay High  Court  had to consider in this case  was  whether  the question  of construction to be Placed upon a decree  was  a substantial  question  of law.  The learned Judges  said  in their  judgment  that  the  decree  was  undoubtedly  of   a complicated  character but even so they refused to  grant  a certificate under s. 110 of the Code of Civil Procedure  for appeal  to the Federal Court because the construction  which the  Court  was called upon to place on the decree  did  not raise substantial question of law.  They have observed  that even though a decree may be of a complicated character  what the  Court has to (lo is to look at its  various  provisions and  draw  its inference therefrom.  Thus according  to  the learned  Judges merely because the inference to be drawn  is from  a  complicated decree no substantial question  of  law would  arise.  Apparently in coming to this conclusion  they omitted to attach sufficient weight to the view of the Privy Council that a question of law is "a substantial question of law"  when it affects the rights of the parties to the  pro- ceeding.  Further the learned Judges seem to have taken  the view  that there should be a doubt in the mind of the  Court as  to  the principle, of law involved and unless  there  is such  doubt  in its mind the question of law decided  by  it cannot  be said to be "a substantial question of law" so  as to  entitle  a party to a certificate under a. 1 10  of  the

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Code of Civil Procedure.  It is true that they have not said 555 in  so many words that such a doubt must be  entertained  by the  Court  itself  but that is  what  we  understand  their judgment to mean and in particular the last sentence in  the portion of their judgment which we have quoted above. As against the view taken by the Bombay High Court there are two decisions of the High Courts in India to which reference was made before us.  One is Dinkkarrao v. Rattansey (1).  In that  case  applying the Privy Council’s decision  the  High Court held that a question of law is substantial as  between the parties if the decision turns one way or another on  the particular  view taken of the law.  If the view  taken  does not  affect  the decision then it cannot be  substantial  as between  the parties ; but it would be otherwise if it  did, even  though  the  question may  be  wholly  unimportant  to others.  It was argued before the High Court on the basis of certain decisions that no question of law can be substantial within the meaning of s. 110 of the Code of Civil  Procedure unless the legal principles applied in the case are not well defined or unless there can be some reasonable divergence of opinion about the correctness of the view taken and the case involves,  a  point  of law such as  would  call  for  fresh definition  and enunciation.  Adverting to those cases  Bose C.  J., (as he then was) whom Delivered the judgment of  the Court observed as follows :               "In  the  first case cited, it was  also  held               that  a  misapplication of principles  of  law               does not raise any substantial question of law               so  as  to  attract  the  operation  of  s.  1               10..........               There  can  be no doubt that that  is  a  view               which has been held by various High Courts  in               India, but the decision cited’ omit to  consi-               der  two decisions of’ their Lordships of  the               Privy Council on this very point which. in our               (1)   1. L. R. (1949) Nag. 224               556               opinion,  very largely modify the views  taken               in  the cases cited and which of course it  is               impossible for us to ignore." (p. 226) Referring  to  the  Privy Council  case  the  learned  Chief Justice observed as follows :               "In  the  Lucknow case the only  question  was               whether   the  defendant  there  obtained   an               absolute interest or a limited interest  under               a  will.  That again was a question which  was               of  no interest to anyone outside the  parties               to  the suit.  Nevertheless,  their  Lordships               considered  in both cases that  the  questions               were substantial questions of law because they               were  substantial as between the parties.   We               can only consider this to mean that a question               of  law is substantial as between the  parties               if  the decision turns one way or  another  on               the  particular view taken of the law.  If  it               does not affect the decision then it cannot be               substantial as between the parties.  But if it               substantially affects the decision then it  is               substantial  as between the parties though  it               may be wholly unimportant to others." (p. 228) It  maybe that in the case before it, the Nagpur High  Court was justified in granting certificate because of the  points involved  was the construction of a deed of  compromise  and the  High Court had interpreted that deed  differently  from

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the court below.  But it seems to us that some of the obser- vations  of  Bose  C. J., are a little  too  wide.   We  are prepared  to assume that the learned Chief Justice  did  not intend  to  say  that  where a question  of  law  raised  is palpably absurd it would still be regarded as a  substantial question  of law merely because it affects the  decision  of the  case one way or the other.  ’But at the same  time  his observation  that the view taken in the cases  cited  before him  requires  to  be modified in the  light  of  the  Privy Council decision would imply that a question of law 557 is  deemed to be a substantial question of law  even  though the legal principles applicable to the case are well defined and  there can be no reasonable divergence of opinion  about the correctness of the view taken by the High Court.  If we, have  understood the learned Chief Justice right,  we  think that he has gone further than was warranted by the  decision of the Privy Council in Raghunath Prasad Singh’s case (1). The  other  case relied upon was Rimmalapudi  Subba  Rao  v. Noony  Veeraju  (2).   In that case the  test  of  the  kind suggested  by  Bose ’C.J., was rejected on the  ground  that logically it would lead to the position that even a palpably absurd  plea raised by a party would involve  a  substantial question  of law because the decision on the merits  of  the case  would be directly affected by it.  What was,  however, said  was  that when a question of law is  fairly  arguable, where there is room for difference of opinion on it or where the Court thought it necessary to deal with that question at some length and discuss alternative view, then the  question would  be a substantial question of law.  On the other  hand if  the question was practically covered by the decision  of the highest court or if the general principles to be applied in  determining the question are well settled and  the  only question was of applying those principles to the  particular fact  of the case it would not be a substantial question  of law. We  are  in  general agreement with the view  taken  by  the Madras High Court and we think that while the view taken by. the Bombay High Court is rather narrow the. one taken by the former  High Court of Nagpur is too wide.  The  proper  test for determining whether a question of law raised in the case is  substantial would, in our opinion, be whether it  is  of general public importance or whether it (1) (1927) 54 I.A. 126. 128. (2) I.L.R. 1952 Mad. 264. 558 directly and substantially affects the rights of the parties and if so whether it is either an open question in the sense that  it  is not finally settled by  this Court  or  by  the Privy  Council or by the Federal Court or is not  free  from difficulty or calls for discussion of alternative views.  If the question is settled by the highest Court or the general. principles  to  be applied in determining the  question  are well settled and there is a mere question of applying  those principles  or that the plea raised is palpably  absurd  the question would not be a substantial question of law. Applying  the  tests  it would be clear  that  the  question involved  in this appeal, that is, the construction  of  the Managing Agency agreement is not only one of law but also it is neither simple nor free from doubt.  In the circumstances we  have no hesitation in saying that the High Court was  in error in refusing to grant the appellant a certificate  that the  appeal involves a substantial question of law.  It  has to be borne in mind that upon the success or the failure  of the contention of the parties, they stand to succeed or fail

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with respect to their claim for nearly 26 lakhs of rupees. Now  as  to the merits.  The relevant facts may  be  briefly stated.   Chunilal  Mehta  &  Co.,  Bombay  were   appointed Managing  Agents of the respondent company for a term of  21 years by an agreement dated June 15, 1933.  By a  resolution passed  by the respondent company in October 1945,  Chunilal Mehta  & Co., were permitted to assign the benefits  of  the aforesaid.agreement  to the present appellant, Sir  Chunilal V.  Mehta  &  Sons Ltd.  On April 23,  1951,  the  Board  of Directors  of the Company terminated the agreement  of  1933 and  passed a resolution removing the appellant as  Managing Agents  on April 23, 1951.  The appellant thereupon filed  a suit on the original side of the Bombay High Court 559 claiming  Rs.  50  lakhs  by way  of  damages  for  wrongful termination   of   the  agreement.   Eventually   with   the permission  of the Court it amended the plaint  and  claimed instead  Rs. 28,26,804/-.  The company admitted  before  the Court that the termination of the appellants’ employment was wrongful  and so the only question which the  learned  Judge before whom the matter went had to decide was the quantum of damages to which the appellant was entitled.  This  question depended  upon the construction to be placed upon cl, 14  of the Managing Agency agreement. That clause runs thus               "In  case  the Firm shall be deprived  of  the               office of Agents of the Company for any reason               or cause other than or except those reasons or               causes   specified  in  Clause  15  of   these               presents the Firm shall be entitled to receive               from the Company as compensation or liquidated               damages for the loss of such appointment a sum               equal  to the aggregate amount of the  monthly               salary of not less than Rs. 6,000/- which  the               Firm would have been entitled to receive  from               the  Company, for and during the whole of  the               then  unexpired portion of the said period  of               21  years if the said Agency of the  Firm  had               not been determined." In  order to appreciate the arguments advanced before us  it would,  however, be desirable to reproduce the  two  earlier clauses cls. 10 and 12.  They run thus               10.The Company shall pay to the Firm by wry of                             remuneration  for the services to be  performe d               by  the  Firm as such Agents  of  the  Company               under  this  Agreement a monthly  sum  of  Rs.               6,000/- provided that if at the               560                close of any year it shall be found that  the               total  0remuneration of the firm  received  in               such  year  shall have been less than  10  per               cent  of the gross profits of the Company  for               such year the Company shall pay to the Firm in               respect  of such year such additional  sum  by               way of remuneration as will make the total sum               received by the Firm in and in respect of such               year equal to 10 per cent of the gross profits               of  the  Company  in  that  year.   The  first               payment  of such remuneration , shall be  made               on the first day of August 1933.               "12.  The said monthly remuneration or  salary               shall accrue due from day to day but ,shall be               payable by the company to the Firm monthly, on               the   first  day  of  the  month   immediately

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             succeeding  the month in which it  shall  have               been earned." The  learned trial judge upon the interpretation  placed  by him  on  el.  14  awarded to the, appellant  a  sum  of  Rs. 2,34,000/-,  calculating the amount it Rs. 6,000/- p.m.  for the  unexpired  period of the term of  the  Managing  Agency agreement and also awarded interest thereon.  Now  according to  Mr.  Palkhivala for the appellants,  the  interpretation placed  upon el. 14 by the trial judge and the appeal  Court is  erroneous in that it makes the words "not less than"  in el. 14 redundant.  Learned counsel contends that on a proper construction  of  el.  14 the  appellants  are  entitled  to compensation  computed on-the basis of the  total  estimated remuneration  under cl. 10 for the unexpired period.   Under that clause, he contends, the appellants are entitled to 10% of  the profits of the company subject to a minimum  of  Rs. 6,000/- p.m. Alternatively learned counsel contends that el. 14   is   not  exhaustive  of  the  appellant’s   right   to compensation  and the right to be compensated in respect  of contingent remunera-  561 tion  based  on  10% of profits is left  untouched  by  that clause. A  perusal  of el. 14 clearly shows that  the  parties  have themselves  provided for the precise amount of damages  that would  be payable by the Company to the Managing  Agents  if the  Managing  Agency agreement was  terminated  before  the expiry  of  the period for which it was  made.   The  clause clearly  states that the Managing Agent shall  receive  from the  Company as compensation or liquidated damages  for  the loss  of appointment a sum equal to the aggregate amount  of the  monthly  salary of not less than Hs.  6,000/-  for  and during  the whole of the unexpired portion. of the  term  of Agency.  Now, when parties name a sum of money to be paid as liquidated damages they must be deemed to exclude the  right to  claim  an unascertained sum of money  as  damages.   The contention  of learned counsel is that the words  "not  less than" appearing before "Bs. 6,000/-" in cl. 14 clearly bring in el. 10 and, therefore, entitle the appellant to claim 10% of the estimated profits for the unexpired period by way  of damages.  But if we accept the interpretation, it would mean that the parties intended to confer on .the Managing  Agents what  is in fact a right conferred by a. 73 of the  Contract Act  and the entire clause would be rendered  those.   Again the  right to claim liquidated damages is enforceable  under is.  74 of the Contract Act and where such a right is  found to exist no question of ascertaining damages really  arises. Where the parties have deliberately specified the amount  of liquidated damages there can be no presumption that they, at the same time, intended to allow the party who has  suffered by the breach to give a go-by to the sum specified and claim instead  a  sum  of’  money which  was  not  ascertained  or ascertainable  at the date of the breach.   Learned  counsel contends that upon this view the words "not less than" would be rendered otiose.  In our opinion 562 these words, as rightly-pointed out by the High Court,  were intended  only to emphasise the fact that compensation  will be  computable  at an amount not less than  Rs.  6,000  p.m. Apparently, they thought it desirable to emphasise the point that  the amount of Rs. 6,000 p.m. was regarded by’ them  as reasonable and intended that it should not be reduced by the court in its discretion. Mr. Palkhivala argued that what the appellants were entitled to  was  remuneration  and remuneration  meant  nothing  but

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salary.   The  two words, according to him, have  been  used interchangeably  in  the various clauses of  the  agreement. If, therefore, salary in el. 14 is the same as remuneration, which according to him it is, then as indicated in el. 10 it would  mean 10% of the gross profits of the Company  subject to  a minimum of Rs. 6,000/-p.m. In support of the  argument that  the two words wherever used in the agreement mean  one and  the  same thing learned counsel relies on  cl.12  which says  that the monthly remuneration or salary  shall  accrue due from day to day.  Then undoubtedly the two words clearly mean  the same thing.  But from a perusal of the  clause  it would  appear  that remuneration there  could  mean  nothing other than Rs.6,000/-p.m. For, that clause provides that the amount  shall accrue from day to day and be payable  at  the end  of the month immediately succeeding the month in  which it had been earned.  Now, whether a company had made profits or  not  and  if so what is the extent  of  the  profits  is determinable  only  at the end of its accounting  year.   To say,  therefore, that the remuneration of 10% of  the  gross profits  accrues from day to day and is payable every  month would be to ignore the nature of this kind of  remuneration. Therefore, in our opinion, when the remuneration and  salary were  equated  in  el. 12 nothing else  was  meant  but  Rs. 6,000/-and  when the word salary was used in el. 14 we  have no doubt that only that 563 amount was meant and no other.  It may be that under el.  10 the  appellant  was entitled to additional  remuneration  in case the profits were high upto a limit of 10% of the  gross profits.  That was a right to claim something over and above Rs.6,000/-and could be characterized properly as  additional remuneration  and  not fixed or  normal  remuneration  which alone  was apparently in the minds of the parties when  they drew  up el. 14.  In our opinion, therefore, the High  Court was right in the construction placed by it upon the clause. Coming  to  the alternative argument of Mr.  Palkhivala,  we appreciate  that  the  right  which  the  appellant  had  of claiming  10% of profits was a valuable right and  that  but for  cl. 14 he would have been (entitled in a suit to  claim damages  estimated  at 10% of the gross  profits.   We  also appreciate his argument that a party in breach should not be allowed  to gain by that breach and escape liability to  pay damage  to  a  very much larger sum  than  the  compensation payable under cl. 14 and that we should so interpret cl.  14 as to keep alive that right of the appellants.  Even so,  it is difficult, upon any reasonable construction of cl. 14, to hold that this right of the appellants were intended by  the parties  to be kept alive.  If such were the  intentions  of the  parties  clearly  there  was  no  need  whatsoever   of providing  for compensation in cl. 14.  If that  clause  had not been there the appellant would indeed have been entitled to  claim damages at the rate of 10% for the  entire  period subject to minimum of Rs. 6,000/- p.m. On the other hand  it seems  to us that the intention of the parties was  that  if the appellants were relieved of the duty to work as Managing Agent  and  to put in their own money for  carrying  on  the duties of managing agents they should not be entitled to get anything more than Rs. 6,000/- p.m. by way of  compensation. Clause 14 as it stands deals with one subject only 564 and  that  is  compensation.  It does not  expressly  or  by necessary implication keep alive the right to claim  damages under  the  general law.  By providing for  compensation  in express  terms the right to claim damages under the  general law  is necessarily excluded and, therefore, in the face  of

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that clause it is not open to the appellant to contend  that that  right is left unaffected.  There is thus no  substance in  the  alternative contention put forward by  the  learned counsel. Accordingly  we  affirm  the decree of the  High  Court  and dismiss the appeal with costs. Appeal dismissed.