Case: Inderjeet Singh Sial And Anr Vs. M/S. Karam Chand Thapar And Ors

guaranteed above.(v) If the Vendee Company at any time desire to transfer its rights and title in the colliery properties hereby conveyed Vendee hereby undertakes to keep the said Vendor fully and effective covered, to his satisfaction, to the extent of his (Vendors) Royally rights, the transferee agreeing and coventing to comply with these several stipulations and obligations as embodied in thee presents". 11. It is manifest that four reasons have been advanced by the High Court to upset the judgment and decree of the trial Court. These are (i) that deed Ex. D-5 was drafted as a formal document apparently by some lawyer and parties thereto were persons quite conversant with mining lease; and consequently with the meaning of the "consideration" and "royalty"; (ii) the word "royalty" used in the document must be understood the way it is used and understood by the persons in the mining business; (iii) the consideration money was Rs. 30,000/- only as the endorsement of registration on the deed indicates and that was the total consideration; and (iv) in the plaint distinction has been kept between the word "consideration and "royalty" and so royalty could to be part of the consideration.12. With respect we do not agree with any of those reasons. It may be true that document Ex. D-5 written in English language, may have been prepared by a lawyer and was entered into between persons conversant with the vocabulary employed in mining leases. Yet these factors per se cannot conclude the matter that the word "royalty" used in the document was meant to be royalty as such. If intelligence and responsibility is to be attributed to the draftsman and the contracting parties for using the word "royalty" in that technical sense, then it cannot be imagined that they would have overlooked the status of the contracting parties inter se. We cannot thus assume that they were well versed in one aspect and not in the other. Strictly speaking, had the draftsman and the signatories to the deed meant "royalty" as such, then they could not have omitted to identify who had the sovereign prerogative or the State part to play. The word "royalty" thus, in the deed was used in a loose sense so as to convey liability to make periodic payment to the assignor for the period during which the lease would subsist; payment dependent on the coal gotten and extracted in quantities or on despatch. We label therefore to construe document Ex. D-5 on its own terms and not barely on the label or description given to the stipulated payments. Conceivably this arrangement could well have been given a shape by using another word. The word "royalty" was perhaps more handy for the authors to be employed for an arrangement; like this, so as to ensure periodic payments. In nor event could the parties be put to blame for using the word "royalty" as if abrogating to themselves the royal or sovereign right of the State and then make redundant the rights and obligations created by the deed.13. The commodity goes by its value; not by the wrapper in which it is packed. A man is known for his worth; not for the clothes he wears. Royal robes worn by a beggar would not make him a King. The document is weighed by its content, not the title. One needs to go to have value, not the glitter. All the same, we do not wish to minimise the importance of the right words to be used in documents. What we mean to express is that if the thought is clear, its translation in words, spoken or written, may, more often than not tend to be faulty. More so in a language which is not, the mother tongue. Those faulted words cannot bounce back to alter the thought. Thus in sum and substances when the contracting parties and the draftsman are assumed to have known that the word "royalty" is meant to be employed to secure for the State something upon out what the State conveys, their employment of that word for private ensuring was not intended to confer on the assignor the status of the sovereign or the State, and on that basis have the document voided. Therefore, we are of the view that the reword "royalty" was used in the deed misdescriptively and was really meant to cover an important item of the consideration due for future payments. Section 54 of the Transfer of Property Act clearly postulates that sale is a transfer of ownership in exchange for a price paid or promised to be paid or part paid and part promised. In either situation title to the property would get transferred. This, in our view, demolishes the first two reasons. 14. On the third reason about the endorsement of the deed showing consideration of Rs. 30,000/- only which was part of the consideration covered in the deed, the endorsement itself is the answer. The stamp reads: "......... who is personally known to me, admits execution of the so-called conveyance deed and receipt of consideration in full/part Rs. 30,000/- (thirty thousand only) as per document...." Whereas the Sub-Registrar has scored off whatever was necessary in the alternate words provided in the stamp, he has nowhere cancelled the inappropriate word to signify whether Rs. 30,000/- was full consideration or part consideration. Rather he has left the consideration to be of the nature as reflected in the document. The endorsement per se thus cannot be so read so as to rule that Rs. 30,000/- was the total consideration. It was plainly a part payment and the balance consideration was meant to be periodically paid in the sum and manner stipulated in the deed. A fortiori on such analysis the fourth reason also fails because when in the deed the words "consideration" and "royalty" have been employed to convey a meaning the same has been used in the plaint to convey the same meaning as originally conceived of by the contracting parties."

Decision (1 = appeal accepted, 0 = rejected): 1

Explanation:
1[ds]11. It is manifest that four reasons have been advanced by the High Court to upset the judgment and decree of the trial Court. These are (i) that deed Ex. D-5 was drafted as a formal document apparently by some lawyer and parties thereto were persons quite conversant with mining lease; and consequently with the meaning of the "consideration" and "royalty"; (ii) the word "royalty" used in the document must be understood the way it is used and understood by the persons in the mining business; (iii) the consideration money was Rs. 30,000/- only as the endorsement of registration on the deed indicates and that was the total consideration; and (iv) in the plaint distinction has been kept between the word "consideration and "royalty" and so royalty could to be part of the consideration.12. With respect we do not agree with any of those reasons. It may be true that document Ex. D-5 written in English language, may have been prepared by a lawyer and was entered into between persons conversant with the vocabulary employed in mining leases. Yet these factors per se cannot conclude the matter that the word "royalty" used in the document was meant to be royalty as such. If intelligence and responsibility is to be attributed to the draftsman and the contracting parties for using the word "royalty" in that technical sense, then it cannot be imagined that they would have overlooked the status of the contracting parties inter se. We cannot thus assume that they were well versed in one aspect and not in the other. Strictly speaking, had the draftsman and the signatories to the deed meant "royalty" as such, then they could not have omitted to identify who had the sovereign prerogative or the State part to play. The word "royalty" thus, in the deed was used in a loose sense so as to convey liability to make periodic payment to the assignor for the period during which the lease would subsist; payment dependent on the coal gotten and extracted in quantities or on despatch. We label therefore to construe document Ex. D-5 on its own terms and not barely on the label or description given to the stipulated payments. Conceivably this arrangement could well have been given a shape by using another word. The word "royalty" was perhaps more handy for the authors to be employed for an arrangement; like this, so as to ensure periodic payments. In nor event could the parties be put to blame for using the word "royalty" as if abrogating to themselves the royal or sovereign right of the State and then make redundant the rights and obligations created by the deed.13. The commodity goes by its value; not by the wrapper in which it is packed. A man is known for his worth; not for the clothes he wears. Royal robes worn by a beggar would not make him a King. The document is weighed by its content, not the title. One needs to go to have value, not the glitter. All the same, we do not wish to minimise the importance of the right words to be used in documents. What we mean to express is that if the thought is clear, its translation in words, spoken or written, may, more often than not tend to be faulty. More so in a language which is not, the mother tongue. Those faulted words cannot bounce back to alter the thought. Thus in sum and substances when the contracting parties and the draftsman are assumed to have known that the word "royalty" is meant to be employed to secure for the State something upon out what the State conveys, their employment of that word for private ensuring was not intended to confer on the assignor the status of the sovereign or the State, and on that basis have the document voided. Therefore, we are of the view that the reword "royalty" was used in the deed misdescriptively and was really meant to cover an important item of the consideration due for future payments. Section 54 of the Transfer of Property Act clearly postulates that sale is a transfer of ownership in exchange for a price paid or promised to be paid or part paid and part promised. In either situation title to the property would get transferred. This, in our view, demolishes the first two reasons.