Summarize the following court judgment. ivil Appeal No. 18 of 1966. Appeal by special leave from the judgment and decree	 dated October 9	 1962 of the Madhya Pradesh High Court in First Appeal No 94 of 1959. G.L. Sanghi and A.G. Ratnaparkhi	 for the appellant. I. N. Shroff	 for respondent No. 1. The Judgment of the Court was delivered by Sikri	 J. This appeal by special leave is directed against the judgment and decree of the Madhya Pradesh High Court allowing tile appeal of the State of Madhya Pradesh and dismissing the suit brought by the appellant	 Badri Prasad hereinafter referred to as the plaintiff. 	 The relevant facts for determining the points raised before us are these. On December 27	 1950	 a contract was entered into between Kumar Bharat Shah	 minor	 through iris guardian	 and the plaintiff	 in respect of forests in Mouza Sunderpani Jagir. The terms were reduced to writing and an agreement was signed on January 21	 1951. It is necessary to reproduce the agreement in extenso as it would be necessary to interpret it carefully. "Deed of agreement executed by Shri Kumar Bharat Shah minor	 guardian Shrimati Rani Umakuar Sahiba	 Jagirdar of Mouza Sunderpani. Conditions of contract	 area	 forest Mouza Sunderpani 1. Out of the area of 1704.46 acres of Mouza Sunderpani Jagir contract of all the teak trees of more than 12 inches girth standing in the 1	000 acres of the forest of big trees and excluding those teak trees which have girth upto 12 inches is given to contractor Badri Prasad Moolchand firm of Timarni for a sum of Rs. 17	006 (seventeen thousand rupees)	 on payment of the amount in a lump sum. In respect of the teak trees mentioned in paragraph No. 1 contractor Shri Badri Prasad deposited with me the total mount of Rs. 17	000 (seventeen thousand rupees)	 as under : Rs. 6	000 (Six thousand rupees) on 27 12 1950. Rs. 11	000 (Eleven thousand rupees) on 21 1 1951. Receipts have been passed for depositing the above amount. 382 3. The transfer of the forest shall not be done without consent of the owner. The contractor shall have to pay Rs. 100 (One hundred rupees)	 for transfer. For the proper execution of work of the forest the felling of the forest shall have to be done from one side. Excluding the teak trees upto the girth of 12 inches the cutting of those teak trees which are above that girth shall have to be serially done. After felling	 the stumps of teak trees should be 3 inches high from the ground and slanting so as to. drain the water off. It shall be necessary to prepare the stumps within a week. Till the stumps are passed the wood cannot be removed. Only the paring can be done. The coupe guard shall make a hammer mark of passing on the stump and end of the pared wood. The contractor shall have to get the transit of goods done by the coupe guard. The contractor shall have to do. the transit of goods through the license book and submit the monthly accounts. Without licence no goods shall be transported out of the forest. The contractor shall have to take care of the teak trees of 12 inches girth standing in the forest. If damage is caused proper penalty shall be charged. The contractor can appoint an agent with permission. The contractor shall have to deposit Rs. 100 (One hundred rupees)for properly preparing the stumps of the teak trees of the forest before starting the work. This amount shall be returned on completion of the work if the stumps are properly prepared; otherwise the expenses	 which may be incurred shall be deducted. The contractor shall be responsible for any damage caused to the forest by the contractor or his agent and he shall have to pay the penalty. The period of the contract shall be 3 years	 i.e.	 from 27 12 1950 to 27 12 1953. Hence the agreement in execution and the same is The contractor and the owner of the forest On January 22	 1951	 the Abolition of Proprietary Rights (Estates	 Mahals	 Alienated Lands) Act	 1950 (Madhya Pradesh Act 1 of 1951 ) hereinafter referred to as the Act received the assent of the President and was published in the Gazette on 383 January 26	 1951. The plaintiff started working under the. contract in March 1951. On March 31	 1951	 a notification was issued vesting the estates in the State and the State Government prohibited the plaintiff from cutting timber in exercise of the rights under the contract. Apparently negotiations took place between the State Government and the plaintiff	 and on February 1	 1955	 ' the Divisional Forest Officer wrote to the plaintiff as follows: Subject : Contract of big trees of Sunderpani village of Makrai State. Reference : Memo No. 5424 4339 11	 dated 21st October	 1954 of the Forest Department of Madhya Pradesh Government. Kindly inform whether you are ready to any further Rs. 17	000 (seventeen thousand rupees)	 for the contract of big trees of Sunderpani village of Makrai Circle which (contract) is under dispute at present. This contract can be given to you on this compromise only. If you do not wish to pay this amount you may	 in future	 take any action you deem fit. You may express your desire within seven days of the receipt of this letter. If you fail to do. this it will be presumed that you are not inclined to make a mutual compromise. On receipt of your reply the State Government will be informed. " It is this letter which the plaintiff contends was an offer and which he accepted by the following letter	 dated February 5	 1955: "Subject: Contract of sale of teak trees in Sunderpani Forest in Makrai Range. Reference : Your letter No. 180	 dated 1st Feb. 1955 . Dear Sir	 I am ready to pay Rs. 17	000 provided my claim to have the refund of Rs. 17	000 already paid	 from Shri Bharat Shah	 the owner of the village or any other relief consequential to the judgment of that case remains unaffected. I reserve my right to claim the said or like amount. Subject to these conditions I shall pay Rs.17	000 as required in your above referred letter. " By memorandum	 dated October 24	 1956	 the Government wrote to the plaintiff as follows: 384 "Reference : .Your application	 dated 12th September	 1956	 addressed to the Minister for Forests	 Madhya Pradesh. Government regret that the request made in your application under reference cannot be acceded to. Your application has	 therefore	 been rejected. " The application	 dated September 12	 1956	 is not included in the printed record but the plaintiff states that it is by this memorandum that the Government finally repudiated its obligations under the contract. Thereupon the plaintiff filed the suit praying for a declaration that the rights granted to the plaintiff under the licence	 dated January 21	 1951	 had not been affected by the vesting of the estates in the State under the Act. In the alternative he prayed that he was entitled to specific performance and delivery of the contract which was completed on February 5	 1955. He further prayed that in case he was not entitled to these reliefs	 Rs. 50	000 damages be awarded against the State. Three points have been raised before us: (1) that the 'forest and trees did not vest in the State under the Act; (2) that even if they vested	 the standing timber having been sold to the plaintiff did not vest in the State under the Act; (3) that a new contract was completed on February 5	 1955	 and the plaintiff was entitled to specific performance of the contract. The Act and the rights of persons holding contracts to cut and take away timber and fruits of the trees have been the subjectmatter of consideration by this Court on several occasions. But the learned counsel for the plaintiff contends that none of those cases cover the case of the plaintiff because	 according to him	 none of those cases dealt with standing timber. He says that the plaintiffs contract is a contract for the sale of goods and the property in the goods had vested in him and	 therefore	 it stands on a different basis from the contracts construed in the earlier cases. The learned counsel for the respondents	 on the other hand	 maintains that the plaintiffs case is covered by the earlier decisions and all the arguments which he has advanced have been rejected by this Court in those cases. The relevant statutory provisions of the Act are these: "Section 3. Vesting of proprietary rights in the State. ( 1 ) Save as otherwise provided in this Act	 on 385 and from a date to be specified by a notification by the State Government in this behalf	 all proprietary rights in an estate	 mahal	 alienated village or alienated land	 as the case may be	 in the area specified in the notification	 vesting in a proprietor of such estate	 mahal	 alienated village	 alienated land	 or in a person having interest in such proprietary right through the proprietor	 shall pass from such proprietor or such other person to and vest in the State for the purposes of the State free of all encumbrances. (2) After the issue of a notification under sub section (1)	 no right shall be acquired in or over the land to which the said notification relates	 except by succession or under a grant or contract in writing made or entered into by or on behalf of the State; and no fresh clearing for cultivation or for any other purpose shall be made in such land except in accordance with such rules as may be made by the State Government in this behalf Section 4. Consequences of the vesting. ( 1 ) When the notification under sec. 3 in respect of any area has been published in the Gazette	 then	 notwithstanding anything contained in any contract	 grant or document or in any other law for the time being in force and save as otherwise provided in this Act	 the consequences as hereinafter setforth shall	 from the beginning of the date specified in such notification (hereinafter referred to as the date of vesting) ensue	 namely : (a) all rights. title and interest vesting in the proprietor or any person having interest in such proprietary right through the proprietor in such area including land ' (cultivable or barren)	 grass land	 shrub jungle	 forest	 trees	 fisheries	 wells	 tanks	 ponds	 water channels	 ferries	 pathways	 village sites	 hats	 bazars and melas; and in all sub soil	 including rights	 if any	 in mines and minerals	 whether being worked or not	 shall cease and be vested in the State for purposes of the State free. of all encumbrances; and the mortgage debt or charge on any proprietary right shall be a charge on the amount of compensation payable for such proprietary right to the proprietor under the provisions of this Act . . Section 5. Certain properties to continue in possession of proprietor or other person. Subject to the provisions in Sections 47 and 63 (a) all open enclosures used for agricultural or domestic purposes and in continuous possession for twelve ' 386 years immediately before 1948 49; all open house sites purchased for consideration; all buildings	 places of worship; wells situated in and trees standing on lands included in such enclosures or house sites or land appertaining to such buildings or places of ownership; within the limits of a village site belonging to or held by the outgoing proprietor or any other person shall continue to belong to or be held by such proprietor or other person	 as the case may be	 and the land thereof with the areas ' appurtenant thereto. shall be settled with him by the State Government on such terms and conditions as it may determine; (b) all private wells and buildings on occupied land belonging to or held by the outgoing proprietor or any other person shall continue to belong to or be held by such proprietor or other person; (c) all trees standing on land comprised in a homefarm or homestead and belonging to or held by the outgoing proprietor or any other person shall continue to belong to or held by such proprietor or other person; (d) all trees standing on occupied land other than land comprised in home farm or homestead and belonging to or held by a person other than the outgoing proprietor shall continue to belong to or be held by such person; (e) all tanks situate on occupied land and belonging to or held by the outgoing proprietor or any other person shah continue to belong to or held by such proprietor or other person; (f) all tanks	 belonging to or held by the outgoing proprietor which are situate on land other than village site or occup ied land and in which no person other than such proprietor has any rights of irrigation	 shall belong. to or be held by such proprietor. (g) all tanks and embankments (bandhans) belonging to or held by the outgoing proprietor or any other person which are situate on land other than village site occupied land and the beds of which are under cultivation of such proprietor or such other person shah "belong to or be held by such proprietor or such other person and the land under such tanks and embankments shall be settled with such proprietor or such other person on such terms and conditions as the State Government may determine; (h) all groves wherever situate and recorded in village papers in the name of the outgoing proprietor or any other person shall continue to belong to or be held 387 by such proprietor or such other person and the land under such groves shall be settled with such proprietor or such other person by the State Government on such terms and conditions as it may determine. Section 6. Certain transfers to be void. (1) Except as provided in sub section (2)	 the transfer of any right in the property which is liable to vest in the State under this Act made by the proprietor at any time after the 16th March	 1950	 shall	 as from the date. of vesting	 be void. " Let us now look at the decisions of thiS Court and see what has been laid down therein. In Chhotabhai jethabai Patel vs The State of Madhya Pradesh	(1) which we may mention has since been overruled	 the contract was in respect of the right to pluck	 collect and carry away tendu leaves	 to cultivate	 culture and acquire lac	 and to cut and carry away teak and timber and other species of tree and bamboos. The Court observed: "It is clear from the provisions in the impugned Act that only those rights of the proprietor vest in the State which the proprietor had on the specified date . . The scheme of the Act as can be gathered from the proviSions referred to above makes it reasonably clear that whatever was done before 16th March	 1950	 by the proprietors by way of transfer of rights is not to be disturbed or affected	 and that what vests in the State iS what the proprietors had on the vesting date. If the proprietor had any rights after the date of vesting which he could enforce against the transferee such as a lessee or a licensee	 those rights would no doubt vest in the State. In all these petitions	 the several contracts and agreements were before the date of vesting	 and many of them were prior even to the 16th March	 1950. The petitioners had taken possession of the subject matter of the contracts	 namely	 tendu leaves	 lac palsadies	 teak	 timber and hardwood	 bamboos and miscellaneous forest produce. " The Court construed the contracts in that case thus: "The contracts and agreements appear to be in essence and effect licences granted to the transferees to cut	 gather and carry away the produce in the shape of tendu leaves	 or lac	 or timber	 or wood." The Court further held that the rights of the petitioners were not encumbrances within the meaning of the expression "free from encumbrances" in section 3 ( 1 ) of the Act. The Court accordingly issued a writ prohibiting the State from interfering in any manner with (1) ; 	 479	 481	483. 388 the enjoyment of those rights by the petitioner. It may be mentioned that in that case the Court was dealing with an application under article 32 of the Constitution. Chhotabhai 's(1) case was distinguished in Ananda Behera vs The State of Orissa(2) which again dealt with a petition under article 32 of the Constitution. In Anand Behara vs The State of Orissa(2) the subject matter of licence was fishery rights and the Act which was construed was the Orissa Estates Abolition Act	 1951. The Court held that the right sought to be acquired by the petitioners by their several purchases was not in respect of any future goods as claimed by them but was a license to enter on the land coupled with a grant to catch and carry away the fish	 in other words	 a profit a prendre which is immovable property within the meaning of the Transfer of Property Act read with section 3(25) of the General Clauses Act. The Court further held that as it was an oral licence it contravened section 54 of the Transfer of Property Act	 and therefore	 no title or interest therein passed to the petitioners in that case. The Court distinguished Chhotabhai 's(1) case on the following grounds: "It is necessary to advert to Firm Chhotabhai jethabai Patel & Co. vs The State of Madhya Pradesh(1) and explain it because it was held there that a right to 'pluck	 collect and carry away ' tendu leaves does not give the owner of the right any proprietary interest in the land and so that sort of right was not an 'encumbrance ' within the meaning of the Madhya Pradesh Abolition of Proprietary Rights Act. But the contract there was to 'pluck	 collect and carry away ' the leaves. The only kind of leaves that can be 'plucked ' are those that are growing on trees and it is evident that there must be a fresh crop of leaves at periodic intervals. That would make it a growing crop and a growing crop is expressly exempted from the definition of 'immovable property ' in the Transfer of Property Act. That case is distinguishable and does not apply here." In Mahadeo vs The State of Bombay	(a) which was again a petition under article 32 of the Constitution	 Chhotabhai 's(1) case was not followed. In flus case some of the proprietors had granted to the several petitioners rights to take forest produce	 mainly tendu leaves	 from the forests included in the Zamindaris belonging to the proprietors. The agreements conveyed to the petitioners in addition to the tendu leaves other forest produce like timber	 bamboos	 etc.	 the soil for making bricks	 and the right to build on and occupy land for the purpose of their business. These rights (1) ; (2) ; (3) [1959] Supp. 2 S.C.R. 339. 389 were spread over many years but in the case of a few the period during which the agreements were to operate expired in 1955. This Court held that the agreements required registration and pointed out that some aspects had not been brought to the notice of the Court in Chhotabhai 's(1) case. Hidayatullah	 J.	 as he then was	 speaking for the Court observed: "But what was the nature of those rights	 of the petitioners ? It is plain	 that if they were merely contractual right then as pointed out in the two later decisions	 in Ananda Behera vs The State of Orissa(2)	 Shantabai 's case(a) the State has not acquired or taken possession of those rights but has only declined to be bound by the agreements to which they were not a.party. If	 on the other hand	 the petitioners were mere hcensees	 then also	 as pointed out in the second of the two cases cited	 the licences came to an end on the extinction of the title of the licensers. In either case there was no question of the breach of any fundamental rights of the petitioners which could support the petitions which were presented under article 32 of the Constitution. " The Court then construed the agreements in question and came co the conclusion that the agreements could not be said to be contracts of sale of goods simply. Then the Court examined the provisions of the Central Provinces I and Revenue Act and came to the following conclusion: "From this	 it is quite clear that forests and trees belonged to the proprietors	 and they were items of proprietary rights. The first of the two questions posed by us	 therefore	 admits of none but an affirmative answer. If then the forest and the trees belonged to the proprietors as items in their 'proprietary fights '	 it is quite clear that these items of proprietary rights have been transferred to the petitioners. The answer to the second question is also in the 'affirmative. Being a 'proprietary right '	 it vests in the State under sections 3 and 4 of the Act. The decision in Chhotabhai 's(1) treated these rights as bare licences	 and it was apparently given per incuriam and cannot therefore be followed. " It seems to us that this decision concludes the controversy before us. This decision was followed in State of Madhya Pradesh vs Yakinuddin(4) Various agreements were construed in that case; one agreement was to propagate lac	 another agreement was to (1) ; (2) ; (3) ; (4) ; 390 collect tendu leaves	 and another agreement was with respect to a right to collect fruits and flowers of Mahua leaves. It was contended that these rights were saved in view of the provisions of the Act	 but this contention was negatived. Sinha	 C.J.	 speaking for the Court	 observed that the distinction between a bare licence and a licence coupled with grant or profit a prendre was irrelevant because "whatever may have been the nature of the grant by the outgoing proprietors in favour of the respondents	 those grants had no legal effect as against the State	 except in so. far as the State may have recognised them. But the provisions of the Act leave no manner of doubt that the rights 'claimed by the respondents could not have been enforced against the State	 if tiao latter was not prepared to respect those rights and the rights created by the transactions between the respondents and their grantors did not come within any of the saving clauses of section 5. " Earlier he had observed that "any person claiming some interest as a proprietor or as holding through a proprietor in respect of any proprietary interest in an estate has got to bring his interest within section 5	 because on the date of vesting of the estate	 the Deputy Commissioner takes charge of all lands other than occupied lands and homestead	 and of all interests vesting in the State under section 3. Upon such taking over of possession	 the State becomes liable to pay the compensation provided for in section 8 and	the succeeding sections. The respondents have not been able to show that their interest comes under any of the clauses aforesaid of section 5." The last case in which this Act was construed was Mulamchand vs State of Madhya Pradesh(1). In that case Mulamchand had purchased a right to pluck	 collect and remove forest produce like lac	 tendu leaves	 etc.	 from the proprietors of the different Malguzari jungles. This Court followed State of Madhya Pradesh vs Yakinuddin(2) and negatived the claim of Mulamchand to exercise his rights under the agreement. In view of .these cases it is too late in the day to contend that the forest and the trees did not vest in the State under the Act. There is no force in the contention of the learned counsel that under the contract the plaintiff had become owner of trees as goods. It is true that trees which are agreed to be severed before sale or under the contract of sale are "goods" for the purposes of the . But before they cease to be "proprietary" rights or interest in proprietary rights within the meaning of sections 3 and 4(a) of the Act they must be felled under 1 the contract. It will be noticed that under cl. 1 of the contract (1) Civil Appeal No. 393 of 1965 dated February 20	 1968. (2) ; 391 the plaintiff was entitled to cut teak trees of more than 12 inches girth. It had to be ascertained which trees fell within that description. Till this was. ascertained	 they were not "ascertained goods" within section 19 of the . Clause 5 of the contract contemplated that stumps of trees	 after cutting	 had to be 3 inches high. In other words	 the contract was not to sell the whole of the trees. In these circumstances property in the cut timber would only pass to the plaintiff under the contract at the earliest when the trees are felled. But before that happened the trees had vested in the State. This brings us.to the last point	 namely	 whether a new contract was concluded between the Government and the plaintiff. It is extremely doubtful whether the letter	 dated February 1	 1955	 is an offer. It seems to be an invitation to the plaintiff to make an offer. Be that as it may	 even if it is treated as an offer there was no unconditional acceptance by the letter	 dated February 5	 1955. The plaintiff expressly reserved his right to claim a refund of Rs. 17	000. .According to the letter of the Divisional Forest Officer	 dated February 1	 1955	 the plaintiff had to give up his claim to Rs	 17	000 which he had already paid and had to pay a further sum of Rs. 17	000. The High Court	 in our opinion	 rightly held that the alleged acceptance of the offer made on February 1	 1955	 was conditional and qualified. In the result the appeal fails and is dismissed with costs. V.P.S. Appeal dismissed.

The appellant entered into a contract in respect of certain forests in a Jagir in Madhya Pradesh. Under el. 1 of the contract	 he was entitled to cut teak trees of more than 12 inches girth. Under cl. 5	 the stumps of trees after cutting	 had to be 3 inches high. After the passing of the Abolition of Proprietary Rights (Estates	 Mahals. Alienated Lands) Act	 1950 a notification was issued vesting the estate in the State. and the appellant was prohibited from cutting timber in exercise of his rights under the contract. After some negotiations	 a letter was written on February 1	 1955	 to the appellant	 on behalf of the State	 that the appellant 's claim to cut trees under the contract would be considered only if he gave up his claim to a sum of Rs. 17	000 which he had already paid under the contract and was willing to pay a further sum of Rs. 17	000. The appellant	 by his letter dated February 5	 1955 expressed his willingness to pay the additional sum but reserved his right to claim a refund of the first sum. The State Government rejected the appellant 's right to cut trees. He then filed a Suit claiming specific performance of the contract on the grounds: (1) The forest and trees did not vest in the State under the Act; (2) Even if they vested	 the standing timber	 having been sold to the appellant	 did .not vest in the State; and (3) In any event a new contract was completed on February 5	 1955	 and the appellant was entitled to its specific performance. In appeal to this Court	 HELD: (1) The forest and trees vested in the State under the Act.360 F G] Mahadeo vs State of Bombay	 [1959] Supp. 2 S.C.R. 339; State of M.P.v. Yakinuddin; 	 and Mulamchand vs State of M.P.	 C.A No 393 of 1965 dated February 20	 1968	 followed. (2) Under the contract the appellant had not become the owner of the trees as goods. The property in the timber could pass to the appellant only when the trees are felled	 but before they were felled	 the trees had vested in the State. [391 B] Under el. 5 of the contract there was no sale of the whole of the trees	 and	 under cl. 1 it had to be ascertained which trees fell within the description of trees which the appellant was entitled to cut. Till that was done they were not 'ascertained goods ' within section 19 of the . [391 A B] (3) Even if the letter of ist February could be treated as an offer	 there was no unconditional acceptance of the offer	 because	 there was 381 a reservation by the appellant of his right to claim refund in his letter dated 5th February and hence there was no concluded contract. [391 C D]