DAMODARAM SANJIVAYYA NATIONAL LAW UNIVERSITY

SABBAVARAM, VISAKHAPATNAM, A.P, INDIA

Project Title

Case Analysis on the following cases:-

1. Kedarnath Bhatacharjee V. Gorie Mohammed (1886)

2. Parker V. South Eastern Railway Company (1877)
3. Car & Universal Finance Company Ltd V. Caldwell (1965)
4. Upfill V. Wright (1911)

Subject

Law of Contracts-I

Name of the Faculty

Mrs. B.V.S Suneetha

Name of the Candidate:- K. Sri Hamsa, 2018041, 2nd Semester

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 TABLE OF CONTENTS

1. Acknowledgment …………………………………………………………… 3
2. Abstract ……………………………………………………………………....4
3. Synopsis ……………………………………………………………………...6
4. Introduction …………………………………………………………………..8
5. Case Analysis of “Kedarnath Bhatacharjjee V. Gorie Mahomed” …………..8
6. Case Analysis of “Upfill V. Wright (1911)” ………………………………..10
7. Case Analysis of “Parker V. South Eastern Railway Co …………………....17
8. Case Analysis of “Car and Universal Finance Company Ltd. V. Caldwell ....21
9. Conclusion …………………………………………………………………...27
10. Bibliography …………………………………………………………………28

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 Acknowledgement

I would sincerely like to put forward my heartfelt appreciation to our respected

contract law professor, Mrs. B.V.S Suneetha for giving me this golden opportunity to
take up this project regarding “Case Analysis on Landmark Cases.” I have tried my
best to collect information about the project in various possible ways by referring to
many materials and documents in the library to depict clear picture about the given
project topic.

3
 ABSTRACT

Subject:- Law of Contracts- I

Topic:- Case Analysis on the following cases:-

1. Kedarnath Bhatacharjee V. Gorie Mohammed (1886)

2. Parker V. South Eastern Railway Company (1877)
3. Car & Universal Finance Company Ltd V. Caldwell (1965)
4. Upfill V. Wright (1911)

Introduction:-

This project revolves around four important landmark case laws and the analysis of these case
laws which is discussed in detail. However, The researcher would like to present all these
four cases and their respective Legal Concepts through which these four cases have been
resolved. These four cases have been discussed as follows:-

1. Kedarnath Bhatacharjee V. Gorie Mahomed:- The case of “Kedarnath Bhatacharjee

V. Gorie Mahomed (ILR (1886) 14 Cal 64)” deals with the Legal Concepts of “Acts
done at request” under Promissory Estoppel under the purview of the main Legal
Concept called “Consideration.”
2. Parker V. South Eastern Railway Company (1877):- The case of “Parker V. South
Eastern Railway Company (1877)” deals with the Legal Concepts of “Reasonable
Notice” which is under the Purview of “Protective Devices under Standard Form of
Contracts” which protects the weaker parties against Exploitation in the Standard
Form of Contracts.
3. Car & Universal Finance Company Ltd V. Caldwell (1965):- The case of “Car
&Universal Finance Company Ltd V. Caldwell (1965) ( 1 QB 525: (1964) 2 WLR
600 (CA).” deals with various Legal Concepts Under a Main Legal Point “Fraud”
such as “Loss of Right of Rescission & the methods of losing it”, Intervention of
Rights of Third Parties which is a Mode of Rescission.
4. Upfill V. Wright (1911):- The case of “Upfill V. Wright (1911)” deals with the Legal
Concepts of the “Legality of An Object In a Contract.” This case also revolves around
the Legal Point of “Illegal Cohabitation.”

4
Therefore, In this project, The researcher would like to discuss & analyse the various
important concepts of law along with the help of these four cases and all the other important
case laws which are associated with it.

5
 SYNOPSIS

Subject:- Law of Contracts- I

Topic:- Case Analysis of the Following cases:-

1. Kedarnath Bhatacharjee V. Gorie Mahomed

2. Parker V. South Eastern Railway Company
3. Car & Universal Finance Company Ltd V. Caldwell
4. Upfill V. Wright

Introduction:-

The Researcher has opted for the Analysis of the above mentioned four important Landmark
Case Laws in the Subject of Law of Contracts. The Researcher would like to discuss about
various Legal Concepts & Points such as “Consideration, Promissory Estoppel, Protective
Devices of Standard Form of Contracts, Types of Protective Devices, Fraud, Modes of
Rescission in the legal concept of Fraud, Legality of An Object in a Contract” in association
with the analysis of the four important Landmark Case Laws.

Objective of The Study:-

The main objective of the Study is to analyse all the four landmark Case Laws & to derive all
the necessary information regarding various important Legal Concepts & the scope it extends
to.

Scope of the Study:-

The study is limited to the analysis of the four case laws & Explanations of the Legal
Concepts associated with the four landmark case laws.

Significance of The Study:-

This study helps us in acknowledging about the various Legal Concepts such as Fraud,
Legality of An Object in Standard Form of Contracts etc.

Literature Review:-

The researcher has adopted for case analysis by taking information from various books,
articles & Journals. The Researcher has also adopted many sources from the Internet and also
has followed specific books in Contract Law. They are mentioned as follows:-

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 1. Westlaw (Online Library Source)
2. Contract & Specific Relief, 12th Edition, Avtar Singh

Research Methodology:-

The Researcher has adopted for a Doctrinal Research Method of Study by accessing various
types of articles, journals, magazines, online sources, textbooks etc. to depict a clear picture
and to give a deeper and clear case analysis on the four important landmark cases.

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 INTRODUCTION

The present topic is Case Analysis on the following cases:-

1. Kedarnath Bhatacharjee V. Gorie Mahomed

2. Parker V. South Eastern Railway Company
3. Car & Universal Finance Company Ltd V. Caldwell
4. Upfill V. Wright

Therefore there are many research questions to be answered upon and there are four landmark
cases on which the researcher has to analyse on and a give a detailed analysis. Therefore,
Primarily, The researcher would like to give a case analysis on the four important landmark
case laws upon which the researcher derives all the Legal Concepts of law which are
primarily included in the Indian Contract Act, 1872. Later, the researcher would also like to
discuss the important precedents of these four important case laws.

Therefore, as mentioned above in the famous landmark case of “Kedarnath Bhatacharjee V.

Gorie Mahomed1 which is under the Legal Concept of “Acts done at request”, it can be
clearly observed that an act done at the promisor’s desire furnishes a good consideration for
his promise even though it is of no personal significance or benefit to him. It can be seen in
the Calcutta High Court’s decision in the above case which has become well-known by this
relevance of topic.

Case Analysis of “Kedarnath Bhatachaejee V. Gorie Mahomed”

However, the facts of “Kedarnath Bhatacharjee V. Gorie Mahomed are as follows:-

It was thought advisable to erect a town hall at Howrah provided sufficient subscription could
be got together for the purpose. To this end the Commissioners of Howrah municipality set
out to work to obtain necessary funds by public subscription. The defendant was a subscriber
to this fund of Rs 100 having signed his name in the subscription book for that amount. On
the faith of the promised subscriptions the plaintiff entered into a contract with a contractor
for the purpose of building the hall. But the defendant failed to pay the amount and contended
that there was no consideration for his promise.

The Defendant was, however, held liable by the Calcutta High Court because Persons were
asked to subscribe knowing the purpose for which the money was to be applied, they knew

1
ILR (1886) 14 Cal 64

8
that on the faith of their subscription an obligation was to be incurred to pay the contractor
for the work. The promise is: “In consideration of your agreeing to enter into a contract to
erect, I undertake to supply money for it.” The act of the plaintiff in entering into the contract
with the contractor was done at the desire of the defendant (the promisor) so as to constitute
consideration within the meaning of Section 2(d) which states that “ 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;”2

It was indeed a promise to pay for the performance of an act and it could not have been
revoked once the promisee entered performance. In England also “the law for centuries has
been that an act done at the request of another, express or implied, is sufficient consideration
to support a promise.”3Writing in an article DENNING LJ says: “Nowadays there are some
grounds for suggesting that an act may be good consideration even though it is not a benefit
to the promisor nor a detriment to the promise. If a man promises a charitable institution that
he will pay Rs 9138 (100 pounds) into its funds if it procures nine other persons to do the
same, justice requires that his/her promise should be held binding on him as soon as it has
procured the nine others to pay Rs 9138 each; but the act done by the institution is not a
benefit to him nor a detriment to the institution.” A trend of this kind is observable in a
decision of the Supreme Court.4On the death of their father, his two sons picked up a clash.
Their mother intervened writing to the junior son that in case his elder brother did not pay the
sum of Rs 50 lakhs which was due to him out of the family assets, she would pay the same.
The brother paid a part of the amount. The mother supplemented the payment to a certain
certain extent, but she still had to pay the remaining balance amount and for that she claimed
a reduction in the computation of her net wealth. The Court allowed the deduction. The
contract was a part of the family arrangement. It was not hit by Section 25 which states that
“Agreement without consideration, void, unless it is in writing and registered or is a promise
to compensate for something done or is a promise to pay a debt barred by limitation law” as
purchase of a family peace in such circumstances is good consideration.

2
The Indian Contract Act, 1872
3
Rt. Hon. Sir ALFRED DENNING, Recent Developments in the Doctrine of Consideration, (1952) 15 Modern
Law Review, p.1.
4
CWT V. Her Highness Vijayaba, (1979) 2 SCC 213: AIR 1979 SC 982

9
A loan given to the son at the instance of his father who executed all the essential documents
was held to be enforceable against the father.5Therefore, we can clearly observe, after a deep
analysis of the case of “Kedarnath Bhatacharjee V. Gorie Mahomed” that there were many
cases which has supported the Legal Principle of “Acts done at request” and we can also
observe that the principle of “Acts done at Request” has a similarity with another Legal
Principle of “Promissory Estoppel” which can be explained at the later stage of the project.

However, there is also a high need of explaining about another landmark case of “Upfill V.
Wright (1911)” which is explained as follows:-

Case Analysis of Upfill V. Wright (1911)

The famous and a landmark case of “Upfill V. Wright (1911)” comes under the purview of
“Unlawful Agreements” wherein the case itself particularly deals with the concept of
“Dealings with prostitutes”. There are several case laws which are peculiarly related to this
famous case. These landmark cases which are related to the landmark case of “Upfill V.
Wright (1911)” is “Pearce V. Brooks, (1866) LR 1 Exch 213; Bholi Baksh V. Gulia, (1876)
Punj Rec No 64; Gangamma V. Cuddapah Kupammal, AIR 1939 Mad 139.” Wherein the
court held that “If articles are sold or something is hired to a prostitute for the purpose of
enabling her to carry on her profession, neither the price of the articles sold nor the rent of the
thing hired can be recovered”.6

Therefore, We can clearly observe that the facts and the judgement of the landmark case of
“Upfill V. Wright (1911)” are clearly adhering to the ruling of the courts decision above.
Therefore the facts of the case of “Upfill V. Wright (1911)” can be briefly explained that “If a
woman takes a house, in order to live in it as the mistress of a man and to use it for that
purpose, and the landlord at the time when the lease is executed knows that it is taken for that
purpose, the landlord cannot recover the rent.”7

The similar landmark cases which come under such purview of “Unlawful Agreements” are
“Chogalal V. Piyari, ILR (1908-10) 31 All 58. However, there is also another side of the
same concept wherein there is an advantage for the owner or the landlord wherein the
landlord can recover the rent for the land that he/she has provided if he did not know about

5
Radhakrishna Joshi V. Syndicate Bank, (2006) 1 AIR Kant 692: (2006) 2 All LJ (NOC) 403 (Kant).
6
Pearce V. Brookes, (1866) LR 1 Exch 213; Bholi Baksh V. Gulia, (1876) Punj Rec No 64; Gangamma V.
Cuddapah Kupammal, AIR 1939 Mad 139.
7
BUCKNILL J in Upfill V. Wright, (1911) 1 KB 506

10
the purpose for which the land is requested by the tenants of the land. One of the best
landmark cases for supporting this side of argument is the landmark case of “Sultan V.
Naner, 1877 Punj Rec No 64.”

Therefore, we can analyse the landmark case of “Upfill V. Wright (1911)” in detail. The
landmark case of “Upfill V.Wright (1911)” has been reported before the court during the
dates of Dec 16th and 17th in the year of 1910 before the Hon’ble Lords DARLING and
BUCKNILL, JJ wherein the landmark case consisted of the case between a Landlord and
Tenant for a Lease of Flat to a kept mistress wherein the court held that the Knowledge of
lessor’s agent of character of tenant is enough to actually not recover the rent from the tenant.
This landmark judgement also revolves around the concepts of Immoral purpose and the
Right to Recover Rent.

The facts of the case are as follows:-

The plaintiff, who was the owner of a flat, let it through an agent for three years to the
defendant, who after the expiration of that period continued in occupation of the premises as
a tenant from year to year. The agent knew that the defendant was the mistress of a certain
man, and he assumed that the rent would come through her being a kept woman, and would
be provided by the man of whom she was the mistress. He also knew that the man was in the
habit of constantly visiting her at the flat. The rent of the premises having become in arrear,
an action was brought by the plaintiff to recover it from the defendant.

It was held that the flat was let for an immoral purpose, and that the action was consequently
not maintainable. However, the case was further appealed by the plaintiff from the Hon’ble
Judge Bray from the Clerkenwell County Court wherein an action was brought by the
plaintiff, who was the owner of a flat in Southampton-row, London, to recover the sum of
£72 10s., being a half-year's rent of the flat in question.8 The circumstances were as follows:-

On the 4th July 1901 the plaintiff, through his agent, agreed to let the fiat to the defendant, a
spinster, for three years from the 24th June 1901 at the yearly rental of £145, payable by
equal quarterly instalments on the usual quarter days. By the terms of the lease the defendant
covenanted not to allow the premises to be used for any unlawful or immoral purpose. At the
end of the three years for which the lease was granted the defendant continued as tenant from
year to year. On the 8th Dec. 1909 the plaintiff's agent gave the defendant notice to quit, such

8
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

11
notice expiring on the 24th June 1910. The half-year's rent due upon that date not having
been paid, the plaintiff brought an action for its recovery. The defence was that the flat was
taken for an immoral purpose to the knowledge of the plaintiff's agent, and that consequently
the plaintiff was not entitled to recover the rent due.

The judgement of the landmark case is such that the learned Judge has delivered as follows:-

This action was bro'ght to recover 72Z. 10s., two quarters' rent of a fiat, No. 2, Ormonde-
manions, Southampton-row, and 3t. 5so., which was admitted. The defence was that the
plaintiff's agent, a solicitor, when he let the premises to the defendant in 1901 knew that she
was a prostitute and took the premises for the purpose of receiving gentlemen there. The
agent gave evidence, and stated that the defendant gave him the names of three persons as
references, one of whom was Mr. H., a solicitor; that he saw Mr. H. and one of the others,
and their answers were satisfactory; that he was told the defendant was Mr. H.'s mistress; that
he dii not know she was a prostitute or was intending to use or was using the premises as a
prostitute until Dec. 1909 ; that he knew Mr. H. constantly came to the house, and he
believed that the defendant was his mistress and that he kept her, and he supposed that the
rant would come through her bzing a kept woman, and that Mr. H. was finding the money for
the rent. The defendant in her evidence said that she told the plaintiff's agent she was a
prostitute and was taking the flat for the purpose of receiving gentlemen there. Other
evidence was also given. Mr. H. was not called. I accept the evidence given by the plaintiff's
agent, but it was contended that on his admissions the rent was not recoverable. The
contention was that as the plaintiff's agent was aware when he let the flat that the defendant
intended to receive Mr. H. there for an immoral purpose, and he believed the rent was in
effect to be provided by him, the position was the same as if she was to his knowledge
intending to use the premises for prostitution generally. I have consulted the authorities, and
in particular the well-known case of Pearce v. Brooks (L. Rep. 1 Ex. 213), where a claim for
hire of a brougham against a prostitnte failed, and there is no doubt that if a m.n or his agent
knowingly lets a house to a prostitute and he also knows that she intends to take or receive
men there (not if she intends to use it merely as her residence) the rent is irrecoverable. But I
am being asked to go a great deal further than any decided case, and I am not prepared to go
the length of holding that in the presant case the rent is irrecoverable. There must be
judgment for the plaintiff for the amount claimed.9

9
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

12
Therefore after the verdict was given the defendant has appealed for the higher courts with
the learned counsel being one Mr. Clark Hall. The learned Counsel has argued the following:-

The decision of the learned judge was wrong, and the plaintiff was not entitled to recover the
rent claimed. The plaintiff's agent knew that the defendant was H.'s mistress, and that H. was
to pay the rent. That being so, he must have known that H. could only have paid the rent in
consideration of the flat being used for an immoral purpose. In order to show that the plaintiff
is not entitled to succeed it is not necessary to prove that the defendant was a prostitute and
took the flat for the purposes of prostitution to the knowledge of the agent. It is sufficient if
the agent knew that the defendant was an immoral woman and that the flat was to be used for
an immoral purpose. The degree of immorality is immaterial. The plaintiff's claim is affected
by the taint of immorality, as Kindersley. V.C. described it in Smith v. White (L. Rep. 1 Eq.
626), and is therefore unenforceable. [He also referred to Pearce v. Brooks (sup.) and
Jennings v. Throgmorton (Ry. & M. 251).]

Subsequently, the Counsel for plaintiff being one Mr. A.S Poyser, argued the following:-

The decision of the learned judge was right and the plaintiff was entitled to recover the rent.
All the cases cited for the defendant were cases dealing with common prostitutes, and there is
a great difference in law between letting a house to a common prostitute and to a woman who
is known to be the mistress of a particular man. The flat in the present case was not let for the
purpose of immorality being committed there, but as a residence for the defendant, and as
was pointed out in Crisp v. Churchill, an unreported case cited in Lloyd v. Johnson (1 Boa. &
P. 340), a prostitute must have somewhere to live. If the contention on the part of the
defendant is correct, it would, before the passing of the Deceased Wife's Sister's Marriage
Act 1907, have prevented a person who had let a house to a man who had purported to marry
his deceased wife's sister from recovering the rent.10

However, the Hon’ble Lord DARLING J. has opined on the date of Dec 17th that this case
raises a peculiar point and apparently one which has not been exactly decided before. The
action is brought by a landlord who had let a flat to an immoral woman. The flat was let
through an agent, and the County Court judge has found that when the agent let the flat to the
defendant he knew that she was an immoral woman, in that she was the kept mistress of a
man who has been referred to as H. throughout these proceedings, and he also knew that the

10
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

13
rent was really to be paid with the money of H. The money would come to the woman as the
price of her leading an immoral life in allowing H. to visit her as his mistress and to commit
fornication in this flat. That was why the flat was taken, and that was why H. was willing to
pay the rent, not directly himself, but by handing it over to the woman to be paid by her to the
agent. There is any amount of authority to the effect that if goods are sold or hired to a
prostitute to enable her to carry on her prostitution the price of the goods or the amount of the
hire of them cannot be recovered. The County .Court judge was perfectly well aware of that,
and in his judgment he decided in favour of the plaintiff on these grounds. He says: "I have
consulted the authorities, and in particular the well-known case of Pearce v. Brooks (where a
claim for hire of a brougham against a prostitute failed), and there is no doubt that if a man or
his agent knowingly lets a house to a prostitute and he also knows that she intends to take or
receive men there (not if she intends to use it merely as her residence) the rent is
irrecoverable. But I am being asked to go a great deal further than any decided case, and I am
not prepared to go to the length of holding that in the present case the rent is irrecoverable."
For these reasons be gave judgment for the plaintiff, and the defendant appeals from that
decision. I do not think it necessary to go into many authorities upon this subject, because the
law is perfectly plain and is condensed in a very few words in the judgment of Pollock, C.B.
in Pearce v. Brooks (sup.). He there said, "The rule which is applicable to the matter is Ex
turpi causa non oritur actio, and whether it is an immoral or an illegal purpose in which the
plaintiff has participated, it comes equally within the terms of that maxim and the effect is the
same; no cause of action can arise out of either the one or the other." Applying that rule to the
present case, all that one has to see is whether this was either an illegal or immoral purpose
for which this flat was let. There can be no doubt on the facts as found that the flat was let for
the purpose of enabling the defendant and this one man at all events to commit fornication
with her there. I do not think it makes any difference whether she was a common prostitute or
whether she was simply the kept mistress of this one man, if the flat was let to her for the
purpose of committing this sin of fornication. That fornication is immoral there can be no
doubt. In the Litany in the Prayerbook of the Church of England it is spoken of as a "deadly
sin," and the Prayer-book is dependent for its existence and for its being read in the churches
upon a statute. But there is greater reason than that for saying that fornication is immoral, and
immoral in the sense that courts of law will take cognisance of the fact that it is immoral.11
There is a statute, 13 Edw. 1, st. 4, which is set out in Phillimore's Ecclesiastical Law, vol. 2,

11
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

14
2nd edit. p. 832, and which enacts as follows: "The King to his judges sendeth greeting. Use
yourselves circumspectly in all matters concerning the Bishop of Norwich and his clergy; not
punishing them if they have held plea in Court Christian of such things as be meer spiritual;
that is to wit of penances enjoined by prelates for deadly sin; as fornication, adultery, and
such like; for the which sometimes corporeal penance and sometimes pecuniary is enjoined,
specially if a freeman be convicted of such things . . . in all cases afore rehearsed the spiritual
judge shall have power to take knowledge notwithstanding the King's prohibition." Although
that statute in terms relates only to the Bishop of Norwich, there is a note in 2 Phillimore's
Ecclesiastical Law, 2nd edit., p. 32, citing 2 Co. Inst. 487, to the effect that his name was only
inserted as an example and that the statute applied to all the bishops within this realm. That
Act was passed because it was an offence for people to meddle with cases which were
properly cognisable by the King's justices, and therefore the justices are commanded that
although the matters referred to were cognisable by law they are to allow them to be punished
by the bishops and are not to punish the bishops if the latter punish the sinners themselves.
Beyond that there is a statute, 27 Geo. 3, c. 44, the Ecclesiastical Suits Act, which provides
that "no suit shall be commenced in any Ecclesiastical Court for fornication or incontinence .
. . after the expiration of eight calendar months from the time when such offence shall have
been committed, nor shall any prosecution be commenced or carried on for fornication at any
time after the parties offending shall have lawfully intermarried." The reason for the passing
of that Act was this: It was desired by Parliament to prevent the Ecclesiastical Courts from
punishing for fornication women who had had bastard children. There would be no defence
to such a charge if it were proved that a woman had had a bastard child, because it would
follow that she must have committed fornication. Therefore the statute provided that no suit
should be commenced after eight calendar months from the commission of the offence, nor
should any prosecution be commenced or carried on after the parties had intermarried.12 The
offence itself, however, remained an offence punishable in the Ecclesiastical Courts, and was
recognised in the statutes of the realm as an offence so punishable, and it cannot be
contended that it is not illegal in the sense that it is against a law which is part of the laws of
the realm. Neither can it b3 contended that it is not imaoral in the sense that it is stated to be
immoral in authoritative ordinances of which judges are bound to take notice. In my opinion
the house in this case was let for an immoral purpose. The rent which was to arise out of the
letting was an incident which established that the landlord participated in the illegal or

12
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

15
immoral purpose and in the illegal or immoral gains of this woman. Therefore the case comes
within the rule that out of the forbidden or disgraceful cause no action in the King's court can
arise. For that reason I think the plaintiff was not entitled to recover this rent, and that the
appeal should be allowed with costs.13

Furthermore, Lord BUCKNILL J. has also opined to the landmark case in addition to the
opinion of Lord DARLING J. that “I agree, and as this is an unusual case, the like of which
has never been decided before, I should like to add a few words. The question is whether the
plaintiff is entitled to recover two quarters' rent of these premises which are due under this
agreement. The learned judge has found that the plaintiff is entitled to succeed because, as I
read his judgment, this woman was not a prostitute at the time when this agreement was
made. In order to arrive at that conclusion the learned judge must have based his judgment
upon the fact that there is a difference between prostitution and living as this man and woman
were living before the lease was executed. The plaintiff's agent, in giving his evidence, said:
"I saw Mr. H. and Mr. B. Their answers were satisfactory. I submitted the agreement to H.,
who was acting as her solicitor. She was H.'s mistress. I did not know she was a prostitute."
This evidence shows that the landlord's agent knew at the time of the making of the lease that
the woman was the mistress of this man who was acting as her solicitor. The simple question
before us is whether in that state of things the contract between the plaintiff and the defendant
was one affected by the taint of immorality. That expression is the one used by Kindersley,
V.C. in Smith v. White (sup.), and I adopt it for the purposes of this case. To my mind, the
contract in the present case was beyond a doubt affected by this taint. No one can have any
doubt that if a woman takes a house for the purpose of living there as the mistress of a man
and to use it for that purpose, and the landlord knows it at the time when the lease is
executed, the contract is one for an immoral purpose, and the landlord could not recover the
rent by action. The law will not allow a contract to be enforced where th3 consideration and
the obligation of the parties is tainted with immorality. Such a case stands upon exactly the
same footing as if the contract were tainted with illegality. It was contended on behalf of the
plaintiff that to be a prostitute is one thing and to live with a man as his mistress is another. In
my view, although the degree of immorality may differ in such cases, they both stand upon
the same footing. Another argument was addressed to us on behalf of the plaintiff to which I
wish to refer. It is said that our decision will cover the case of a man and a woman living
together under a marriage which is void, as was the case of a man going through the form of

13
Reported by Philip.B.DURNFORD, Eq., Barrister-at-Law.

16
marriage and living with his deceased wife's sister at a time before the Deceased Wife's
Sister's Marriage Act 1907 was passed. That case seems to bear no resemblance at all to the
present case. I agree that this appeal should be allowed ancb judgment entered for the
defendant.

Therefore, after the landmark case of “Upfill V. Wright (1911)” has been analysed
thoroughly, we can observe that the Hon’ble Court has allowed the appeal to the higher court
in the form of “Leave to Appeal.”

Furthermore, the researcher would also like to make a case analysis of “Parker V. South
Eastern Railway Co” which can be explained as follows:-

Case Analysis of Parker V. South Eastern Railway Co.

Parker v South Eastern Railway, is a famous English contract law case on exclusion clauses
where the court held that an individual cannot escape a contractual term by failing to read the
contract but that a party wanting to rely on an exclusion clause must take reasonable steps to
bring it to the attention of the customer.

FACTS OF THE CASE

Mr. Parker left a bag in the cloakroom of Charing Cross railway station, run by the South
Eastern Railway Company. On depositing his bag and paying two pence he received a ticket.
On the front it said "see back". On its back, it stated that the railway was excluded from liability
for items worth £10 or more. Mr. Parker failed to read the clause as he thought the ticket was
only a receipt of payment. However, he admitted that he knew the ticket contained writing. Mr.
Parker's bag, which was worth more than £10, was lost. He sued the company. The question of
law put to the court was whether the clause applied to Mr. Parker. At trial the jury found for
Mr. Parker as it was reasonable for him not to read the ticket.

ISSUES

Parker argued he had not seen the notice in the cloak room and had not read the terms on the
ticket, but had simply placed it into his pocket believing it to be a mere receipt for his
deposited goods. As such, SER should not be able to rely on the exclusion clause because it
would be unreasonable to expect customers to know that a receipt for deposited goods
contains special conditions. SER claimed it was irrelevant whether Parker had read the notice
or the ticket, because a party could still be bound by a contract irrespective of whether he had

17
read its terms. They argued they had taken sufficient steps to bring the terms to customers’
attention.

REASONING

Mellish, writing for the majority, states that there is no definite law in situations like this, for
it depends on the specific circumstances. If the person receiving the ticket does not know that
there is writing on the back of the ticket, then he cannot be bound by its conditions. However,
if he knew that there was writing and he either neglected to read it, or read it and did not
think that it contained conditions of the contract then he is bound by the terms as long as the
ticket was delivered to him in a manner that gave him reasonable notice that there were
conditions on it. Thus the judge states that a new trial must be awarded and the jury must
determine if there was reasonable notice that the writing contained conditions.

Bramwell substantially agrees, but goes further to state that if the plaintiff sees the writing
and either does not read it, or reads it and does not object, he must be held to consent to its
terms and be bound. He states that this is a question of law, and therefore is not for a jury to
decide – he states that the verdict must be given for South Eastern here.

DIVISIONAL COURT

Ruler Coleridge CJ, Brett J and Lindley J ruled for Mr. Parker, maintaining the jury grant.
Lindley J commented,

"On the finding of the jury, I figure we can't state that the litigants did not acknowledge the
article, to be dealt with by them, with no extraordinary terms. Henderson v Stevenson,
consequently, is undistinguishable from this case, aside from the words "see back," which did
not show up on The essence of the ticket all things considered. Yet, the discoveries here make
that refinement unimportant. After the finishes of certainty which the jury have drawn, it is,
upon the expert of that case, very irrelevant whether the unique terms depended on were on the
front or on the back of the ticket."

COURT OF APPEAL

Most of the Court of Appeal held there ought to be a retrial. They said that if Mr Parker knew
about the conditions he would be bound. In the event that he didn't have even an inkling, he
would in any case be bound on the off chance that he was given the ticket in such a path as
added up to "sensible notice". Mellish LJ said the accompanying. I am of feeling, in this way,

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that the best possible bearing to leave to the jury in these cases is, that if the individual getting
the ticket did not see or realize that there was any composition on the ticket, he isn't bound by
the conditions; that on the off chance that he knew there was composing, and knew or trusted
that the composition contained conditions, at that point he is bound by the conditions; that in
the event that he knew there was composing on the ticket, yet did not know or trust that the
composition contained conditions, by the by he would be bound, if the conveying of the ticket
to him in such a way, that he could see there was composing upon it, was, in the conclusion of
the jury, sensible notice that the composition contained conditions.

Baggallay LJ agreed, and anticipated that a similar outcome would be come to by the jury (in
Mr Parker's support). Bramwell LJ disagreed, holding that sensible notice ought to be an issue
of law, and that he would have ruled for the railroad organization.

JUDGEMENT

A re-trial was ordered. The judge’s direction at first instance that Parker was not bound by
terms he had failed to read was incorrect. Parker would not be bound by terms he did not know
were printed on the ticket, but where he knew there were terms on the ticket, or that there was
writing on the ticket, he would be bound providing the jury were satisfied he had been given
sufficient notice.

LEGAL PRINCIPLE

STANDARD FORM OF CONTRACTS

Exploitation of Weaker Party: the law of contracts has in recent times to face a problem which
is assuming new and wide dimensions. The problem has arisen out of the modern ‘large-scale
and widespread’ practice of concluding contracts in standardized forms. For example the
railway administration of India has to make innumerable contracts of carriage. It would be
difficult for such large scale organizations to draw up a spate contract with every individual.
They, therefore, keep printed forms of contract. Such contracts contain large number of terms
and conditions in fine print which restrict and often exclude liability under the contract. The
individual can hardly bargain with the massive organizations and therefore his only function is
to accept the offer whether he likes it or not. He cannot alter the terms or conditions or even
discuss them. They are therefore for him to take or leave.

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PROTECTIVE DEVICES

The individual, therefore, deserves to be protected against the possibility of exploitation

inherent in such contracts. Following are some of the modes of protection which have been
evolved by the courts.

REASONABLE NOTICE

In the first place, it is the duty of the person delivering a document to give adequate notice to
the offeree of the printed terms and conditions. Where this is not done, the acceptor will not be
bound by the terms.

RELEVANT CASES

 Henderson v. Stevenson

In this case the plaintiff bought a steamer ticket on the face of which were these
words only:’ Dublin to Whitehaven’; on the back were printed certain conditions
one of which excluded the liability of the company for loss, injury or delay to the
passenger or his luggage. The plaintiff had not seen the back of the ticket, nor was
there any intimidation on the face about the conditions on the back. The plaintiff’s
luggage was lost in the shipwreck caused by the fault of the company’s servants.
He was held entitled to recover his loss from the company in spite of the exemption
clauses.

 Mackillican v. Compagnie Des Messageries Maritimes de France

The plaintiff accepted a steamer ticket containing conditions printed in the French
language. He claimed that he was not bound by them, being unable to read French.

Rejecting this contention, Garth CJ said: “although he may not understand French,
he was a man of business contracting with a French language. He had ample time
and means to get the tickets explained and translated to him before he went on
board; and it very plainly disclosed upon the face of it that the conditions endorsed
were those upon which the defendants agreed to carry him.

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 Case Analysis of Car and Universal Finance Company Ltd V. Caldwell
(1965)

FACTS OF THE CASE

Mr. Caldwell, the respondent in this interpleader, claimed a Jaguar engine vehicle which was
gotten from him by one Norris, who removed the vehicle from the litigant's home on Tuesday
evening, the twelfth January, 1960, having actuated the proprietor to offer it for 975, of which
l0 in real money had been paid as a store two days prior and for which a check for 965 was
given over. When the bank in Brighton on which the check was drawn opened at 10 a.m. on
the thirteenth January, Mr. Caldwell found that the check was useless and that he had been
misdirected and cheated. The vehicle had been acquired by misrepresentations. A Hillman
vehicle was likewise left as security yet the purchaser had no title in it to exchange to Mr.
Caldwell and it also was useless to him. It was concurred that Norris gained a voidable title to
the vehicle. Some time on the thirteenth January Norris sold and conveyed the Jaguar to
Motobella Company, Limited, and it was additionally concurred that Motobella had notice of
the deformity in title and took the vehicle with no preferred title over that recently vested in
Norris. On the fifteenth January Motobella Company Ltd., sold the vehicle to G. and C. Money
Corporation Ltd., who implied to contract it to one Alfred Harry Knowles, who might seem to
have been an invented hirer. On the thirteenth August, 1960, the vehicle was sold to the
offended parties on this interpleader issue, Car and Universal Finance Company, Ltd., another
organization managing in contract buy money. Mr. Caldwell's present case to the vehicle
depends on what he did on the thirteenth January, 1960, which it is claimed ended the
agreement of closeout of the past night and reestablished the title in the vehicle to him.

This is the thing that he did. When he gained from the bank director that the check in installment
for the vehicle couldn't be met and that there had been a comparative exchange already and
that the police were searching for Norris, Mr. Caldwell went without a moment's delay to the
police. The police created a photo of Norris, whom Mr. Caldwell distinguished as the man to
whom he had sold his vehicle. A warrant was out for the capture of this man for the sake of
Rowley. His home had been watched and attempts had been made to discover him. Through
the police and the association of the Automobile Association Mr. Caldwell made each
undertaking to discover and recuperate the vehicle forthwith and to find the stealing away and
slippery Norris. Mr. Caldwell plainly wished to end the agreement of offer and reclaim the
vehicle and went about to the extent he could with that in mind.

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The Jaguar was found on the twentieth January when it was being driven by an executive of
Motobella Company, Ltd., who had implied to pitch it to the G. and C. Account Corporation
on the fifteenth January for contract to one Knowles. He asserted that his organization had
gotten it and it was their property, yet the case was not continued in when the issue came to
preliminary. The Motobella Company Ltd. were sued by Mr. Caldwell for the arrival of the
vehicle and when the activity was approached it was not guarded and Mr. Caldwell acquired
judgment. When he looked to take the vehicle under the judgment the present offended parties
on the interpleader issue asserted it as theirs. They had the vehicle exchanged to them on the
thirteenth August, 1960, and from that point they appear to have employed it out.

By reason of the exchange finished on the twelfth January, 1960, Norris, generally Rowley,
acquired the property in the vehicle being referred to. Another man was with Norris, yet as he
was clearly the hireling or specialist of Norris no inquiry emerges concerning him.

The sole inquiry on this piece of the intrigue is whether Mr. Caldwell maintained a strategic
distance from the agreement of offer and recouped his title to the vehicle before the indicated
deal by Motobella Company Ltd. to G. and C. Account Corporation. Ltd. on the fifteenth
January, 1960. On the off chance that Mr. Caldwell did not do as such at that point, subject to
the next dispute which emerges on the intrigue, G. and C. Fund Corporation Ltd. acquired a
decent title and had the capacity to pass it on to the Car and Universal Finance Company Ltd.
later around the same time.

REASONING

The educated Master of the Rolls' choice that Mr. Caldwell had built up a rescission on the
thirteenth January, 1960, was emphatically assaulted before us on the ground that, however
fascinating, it was in opposition to power and was not upheld by the different instances of race
which the educated judge found practically identical and where correspondence was, it was
stated, not required as a fundamental essential - and reference was made in the judgment to end
of a rent for relinquishment and approval, disavowal and attestation of an agreement. A great
part of the contention before us was an undertaking to demonstrate that these delineations and
correlations were either fraudulent or uncertain. I don't seek after them for, with deference, I
don't discover them supportive to the choice, aside from potentially on account of a
confirmation of an agreement which is a race despite what might be expected impact to a
disaffirmation. A confirmation of a voidable contract might be built up by any direct which
unequivocally shows an aim to attest it by the gathering who has the option to insist or

22
disaffirm. Correspondence of an acknowledgment of an agreement after information of a
central rupture of it by the other party or of extortion influencing it is, obviously, proof setting
up insistence yet it isn't fundamental proof.

A gathering can't dismiss products sold and conveyed on the off chance that he utilizes them
after information of a privilege to dismiss and the judgment refers to a situation where guidance
to a representative to exchange was adequate assertion of the agreement being referred to
despite the fact that that direct was not imparted. It might be said that an agreement might be
more promptly endorsed and acknowledged than it very well may be ended where a one-sided
appropriate to confirm or disaffirm emerges. The disaffirmation or race to maintain a strategic
distance from an agreement changes the relationship of the gatherings and finishes their
particular commitments while an attestation leaves the agreement compelling however subject
to a case for harms for its break. Where a contracting gathering could be spoken with, and
present day offices make correspondence essentially worldwide and practically quick, it would
be impossible that a gathering could be held to have disaffirmed an agreement except if he
ventured to such an extreme as to convey his choice so to do. It would be what the other
contracting gathering would regularly require and except if correspondence were made the
gathering's expectation to cancel would not have been unequivocal, or plainly exhibited or
made show. In any case, in conditions, for example, the present case the other contracting party,
a fake maverick who might realize that the seller would need his vehicle back when he knew
about the extortion, would not hope to be spoken with as an issue of right or necessity and
would intentionally, as here, do everything he could to dodge any such correspondence being
made to him.

In such uncommon authoritative conditions, it doesn't appear to me proper to hold that a

gathering so acting can guarantee any privilege to have a choice to cancel conveyed to him
before the agreement is ended. To hold that he could would include that the swindling party if
sufficiently skilful to keep off the beaten path could deny the other party to the agreement of
his entitlement to revoke, a privilege to which he was entitled and which he would wish to
practice as the duping gathering would understand or if nothing else certainly suspect. The
position must be seen, from my perspective, between the two contracting parties associated
with the specific contract being referred to. That another honest gathering or gatherings may
endure does not in my perspective on the issue legitimize forcing on a cheated merchant an
unthinkable assignment. He needs to build up unmistakably and unequivocally that he ends the
agreement and is never again to be bound by it. On the off chance that he can't impart his choice

23
he may even now fulfill a judge or jury that he had settled on a last and irreversible choice and
finished the agreement.

I am in concurrence with the Master of the Rolls, who asked "And is a man in the situation of
Mr Caldwell ever to have the capacity to revoke the agreement when a deceitful individual
absconds as Mr. Norris did here?" and addressed that he can do as such "on the off chance that
he on the double, on finding the misrepresentation, finds a way to recapture the products despite
the fact that he can't discover the rebel nor speak with him".

Indeed, even in the light of this announcement of the law it was yielded - and which is all well
and good - that if Mr. Caldwell could have discovered the vehicle and had re-taken it without
the information of the purchaser, however before resale to a guiltless buyer, the agreement
would have been at an end and the title reestablished to Mr. Caldwell. Such a demonstration
would have been an unequivocal demonstration of decision to disaffirm the agreement.

On account of a guiltless deception in conditions which would allow the gathering deceived to
revoke, the other party would not purposely maintain a strategic distance from correspondence
(for that would appear to negative guiltlessness) and conditions would be uncommon where
correspondence couldn't be promptly made somehow. In the event that correspondence was
conceivable it is hard to perceive how there could be rescission without correspondence and
the induction would be that the contracting parties required correspondence of end. Unique
conditions may emerge and call for future thought however I don't think the appellants'
correlation in contention among honest and false distortion refutes the scholarly Master of the
Rolls' judgment.

JUDGEMENT

The judge dismissed the appeal on this issue and that is sufficient to decide the appeal in the
respondent's favour.

High Court

Lord Denning MR (sitting in the Queen’s Bench) said the contract was validly rescinded. It
was so without communication, but through an unequivocal act of election, demonstrating
Caldwell no longer wished to be bound.

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Court of Appeal

Seller LJ, on advance said the 'general principle, presumably, is that where a gathering is
qualified for cancel an agreement and wishes to do as such the agreement subsists until the
contradicting party is educated that the agreement has been repealed. He noticed that in light
of the fact that, 'another blameless gathering or gatherings may endure does not in my
perspective on the issue legitimize forcing on a swindled dealer an unthinkable assignment.'

Upjohn LJ said if a gathering absconds and makes correspondence of rescission unimaginable,

he can't demand his entitlement to be made mindful. 'I believe that the law must enable the
honest party to practice his privilege of rescission generally than by correspondence or
repossession.

LEGAL PRINCIPLE

In this case it is said that an unequivocal act communicating the wish to rescind a contract can
override third party rights. The communication does not need to go to the misrepresentator.
This topic mode of recission is under the topic intervention of rights of third parties. The right
of recission is lost as soon as a third party, acting in good faith, acquires rights in the subject-
matter of the contract. Thus, where a person obtains goods by fraud and, before the seller is
able to avoid the contract, disposes them off to a bona fide party, the seller cannot then rescind.

The usual method of rescinding the contract is by giving the notice to the other party of the
intention to rescind.

RELEVANT CASES:

 Official Receiver v. Jugal Kishore Lachhi Ram Jaina

In this case under an agreement for sale of goods, the plaintiff received through a
bank the railway receipts supposed to represent the goods and obtained them from
the bank after paying Rs. 15,000. The amount was sent to the sellers account at his
place of business. Meanwhile, the plaintiff discovered that the railway reports were
bogus and immediately informed the bank not to part with the amount which was
accordingly withheld. But before the plaintiff could inform the fraudulent seller or
file a suit of recession an insolvency judge ordered the bank not to pay the amount
to the either party.
The plaintiff then filed a suit for his declaration that he was entitled to his money.
The full bench was of the view that the plaintiff had parted with his money under

25
 the fraud. Thus the money came into the insolvent’s account under the defeasible
title and the plaintiff had defeated it when he directed the banker to stop the
payment which was done before the insolvency judge’s order. Even if he had
rescinded by filing the suit, he was entitled to the money, because he had done
nothing to affirm the contract.
 The distinction between an indemnity and damages can be seen in Whittington v
Seale-Hayne (1900). The plaintiff was a poultry breeder, who carried out his
business on a farm leased from the defendants. The defendants had told the plaintiff
that the premises were in a hygienic condition, although this statement was not
contained in the lease and therefore not a term of the contract. In fact, the water
supply was poisoned. As a result, the poultry died, the manager of the farm became
seriously ill and the local council ordered the plaintiff to repair the drains. The
plaintiff claimed for his lost livestock, loss of profits, and the cost of setting up the
poultry farm and medical expenses, which amounted to £1,525. The defendants
offered £20 to pay for the rent, rates and repairs to the drains (which under the terms
of the lease the plaintiff was bound to pay). The court held that this was sufficient:
the remainder of the plaintiff’s claim did not inevitably arise under the terms of the
lease, as the contract imposed no obligation to appoint a manager or stock the
premises with poultry. Only expenses which inevitably arisefrom a contract will be
compensated by indemnity (on the facts of this case, a different decision might
bereached today if, for example, the defendants’ statement was a negligent
misrepresentation allowing an award of damages, but the case still provides valid
authority on the distinction between damages and indemnity).

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 Conclusion

This project revolves around four important landmark case laws and the analysis of these case
laws which are discussed in detail. However, The researcher would presented all these four
cases and their respective Legal Concepts through which these four cases have been resolved.
These four cases have been discussed as follows:-

1. Kedarnath Bhatacharjee V. Gorie Mahomed:- The case of “Kedarnath Bhatacharjee

V. Gorie Mahomed (ILR (1886) 14 Cal 64)” deals with the Legal Concepts of “Acts
done at request” under Promissory Estoppel under the purview of the main Legal
Concept called “Consideration.”
2. Parker V. South Eastern Railway Company (1877):- The case of “Parker V. South
Eastern Railway Company (1877)” deals with the Legal Concepts of “Reasonable
Notice” which is under the Purview of “Protective Devices under Standard Form of
Contracts” which protects the weaker parties against Exploitation in the Standard
Form of Contracts.
3. Car & Universal Finance Company Ltd V. Caldwell (1965):- The case of “Car
&Universal Finance Company Ltd V. Caldwell (1965) ( 1 QB 525: (1964) 2 WLR
600 (CA).” deals with various Legal Concepts Under a Main Legal Point “Fraud”
such as “Loss of Right of Rescission & the methods of losing it”, Intervention of
Rights of Third Parties which is a Mode of Rescission.
4. Upfill V. Wright (1911):- The case of “Upfill V. Wright (1911)” deals with the Legal
Concepts of the “Legality of An Object In a Contract.” This case also revolves around
the Legal Point of “Illegal Cohabitation.”

Therefore, In this project, The researcher discussed & analysed the various important
concepts of law along with the help of these four cases and all the other important case laws
which are associated with it.

The Researcher has analysed the above mentioned four important Landmark Case Laws in
the Subject of Law of Contracts. The Researcher has discussed about various Legal Concepts
& Points such as “Consideration, Promissory Estoppel, Protective Devices of Standard Form
Of Contracts, Types of Protective Devices, Fraud, Modes of Rescission in the legal concept
of Fraud, Legality of An Object in a Contract” in association with the analysis of the four
important Landmark Case Laws.

27
The main objective of the Study is to analyse all the four landmark Case Laws & to derive all
the necessary information regarding various important Legal Concepts & the scope it extends
to, which has been analysed and various types of analysis of the four landmark cases have
been included in this “Case Analysis” which has been discussed above in detail. Therefore,
we can conclude that the four landmark case laws have been discussed and analysed in a
detailed manner and reasonable conclusions, analysis have been taken from the analysis of
the case laws.

Bibliography

1. Westlaw (Online Library Source)

2. Contract & Specific Relief, 12th Edition, Avtar Singh
3. Heinonline (Online Library Source)

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