Judgement Appeal from a decree of the above Court (March 30, 1900). The suit was brought upon two promissory notes for Rs. 1,27,820, and B.s.5198, of which the former was given under the circumstances stated in their Lordships judgment by the defendants to the plaintiff for differences upon rice transactions, and the latter for brokerage. The defence was that the notes were not signed by anyone who was authorized to bind the firm, and that they were given for gambling transactions, and therefore could not be enforced. The material passage in the recorders judgment was as follows— " Then the defendants case further is that the notes were not signed in such a manner as to bind the firm, and evidence has been given to shew that when borrowing money from the firm of R. M. M. A. the pro. notes were signed by three of the partners and the ‘chop mark of the firm affixed. But Cheng Wa has to admit that he alone signed contracts in the name of the firm, and did not use the chop mark. It has also been argued, on the authority of Kirk v. Blurton (( 1841) 9 M. & W. 284.), where the signature John Blurton & Co. instead of John Blurton the true style of the partnership, was held not to bind the firm, that as the second word in the signature is not Yee the defendants are not bound. Other authorities were referred to, to the same effect Stephens v. Reynolds (( 1860) 5H.& N. 513.), Faith v. Richmond (( 1840) 11 A. & E. 339.), Lever son v. Lane (( 1862) 13 C. B. (N.S.) 278.), and Yorkshire Banking Co. v. Beatson. (( 1880) 5 C. P. D. 109.) I do not consider, however, that these authorities can apply in such a case as this, where the signature is in a language unknown to the person taking the document purporting to bind the firm. It is different in England, where the signature is in a language known to both parties. It would be impossible to carry on business in such a town as Rangoon if it was necessary for a person taking a document, purporting to be signed by a partner in the name of the firm, to satisfy himself that the name was correctly signed. It would be impossible to carry on business in such a town as Rangoon if it was necessary for a person taking a document, purporting to be signed by a partner in the name of the firm, to satisfy himself that the name was correctly signed. Documents may be and are signed every day in mercantile offices in Chinese, Burmese, Hindustani, Bengali, Tamil, Telugu, Gujerati, Hebrew, and other languages. No firm, or at all events very few firms, could possibly keep a collection of expert clerks who could inform them whether the signatures were correct. The question in every case must be whether the person signing purported to sign the name of the firm. It would open the door to fraud of the gravest character to hold otherwise. " Then it was argued, on behalf of the defendants, that the transactions were gambling transactions, and were, to the knowledge of the plaintiff, fraudulent as against their firm. As to this last charge there is no evidence whatever. The question as to gambling is settled by Universal Stock Exchange v. Strachan. ([ 1896] A. C. 166.) That was a case of bargain and sale of stock. Cave J., in summing up, said A man goes to a broker and directs him to buy and sell so much stock as the case may be. That may be, in the eye of the purchaser, a gambling transaction, or it may not. If he means to invest his money in the purchase of the stock which he orders to be bought, that undoubtedly is a perfectly legitimate and real business transaction. If he does not mean to take up his stock, if he means to sell again before the settling day arrives, that may be a gambling transaction so far as he is concerned, but it is not necessarily a gambling transaction so far as the broker is concerned; and in order to be a gambling transaction such as the law joints at, it must be a gambling transaction in the intention of both parties to it .... notwithstanding these ostensible terms of business was there a secret understanding that the stock should never be dealt with. This summing-up was held to be perfectly accurate. "The question then is, Was there a common intention to wager ? notwithstanding these ostensible terms of business was there a secret understanding that the stock should never be dealt with. This summing-up was held to be perfectly accurate. "The question then is, Was there a common intention to wager ? I do not see how I can so hold having regard to the fact that rice was in certain instances delivered and paid for. In the case I have just referred to, and In re Gieve ([ 1899] 1 Q. B. 794.), there never was any transfer of stock at all. In my opinion the plaintiff is entitled to succeed, and there will be a decree for the amount claimed with interest from date of decree at 6 per cent, with costs." Cohen, K.C., and James Fox, for the appellants, contended in the first instance that the Court below was wrong on the evidence in finding that Wong Kaim Chew, the first defendant, was the managing partner of the appellants firm, and had authority to bind the firm by the promissory notes sued on. Also, that it was wrong in finding that the character signed to the notes was that of the firm or such as they were in the habit of using. In law the Court should have held that on the face of the promissory note for Rs.127,820, the consideration was invalid, and that the note was not binding or enforceable in law. As regards the note for Rs.5198, which was expressed to be for brokerage, the contracts produced by the respondent shewed that he and the first defendant dealt with one another as principals. As brokerage could not be charge-able on such contracts, there was no consideration for that note. Then, as regards the first-mentioned note, the contracts in respect of which it was given were for differences only, and as such were void as contracts by way of wager see Indian Contract Act (IX. of 1872), s. 30; Universal Stock Exchange v. Strachan (1); In re Gieve. ([ 1899] 1 Q. B. 794, 799.) Danckwerts, K.C., and Mayne, for the respondent, contended that the Court below was right on the evidence that the appellants business was in fact carried on by Kaim Chew, and that in any case he had power as a partner to bind his firm. ([ 1899] 1 Q. B. 794, 799.) Danckwerts, K.C., and Mayne, for the respondent, contended that the Court below was right on the evidence that the appellants business was in fact carried on by Kaim Chew, and that in any case he had power as a partner to bind his firm. The respondents rights could not be affected by any defect in the particular form of signature adopted see Forbes v. Marshall. (( 1855) 11 Ex. 166.) There was nothing illegal in the transactions. There was no evidence to shew a common intention to wager existing between the parties at the time of the contract, that being the date to which all the evidence should be referred. On the contrary, numerous other contracts were in evidence between the parties entered into by Kaim Chew with the respondent which were real contracts intended to be executed, and which had been carried out and had been paid for by the respondent. The presumption was that those sued upon were also intended to be carried out, and there was no sufficient evidence to the contrary. Reference was made to Forget v. Ostigny (( 1855) 11 Ex. 166.); Universal Stock Exchange v. Strachan ([ 1896] A. C. 166.); In re Gieve. ([ 1899] 1 Q. B. 794.) Cohen, K.C., replied. The judgment of their Lordships was delivered by LORD HOBHOUSB. The respondent in this appeal, who is plaintiff in the original suit, sued the defendants, now appellants, in the Court of the Recorder of Rangoon for the recovery of money secured by two promissory notes. The plaintiff is a rice trader carrying on business under the firm of Robert Sutherland & Co. in Rangoon. The defendants carry on business with other persons under the firm of Kong Yee Lone as rice millers, general merchants, and commission agents. The notes sued on are in the form following— " Rangoon, 11th September 1899. " Rs. 1,27,820. " On demand we the undersigned Kong Yee Lone and Co., promise to pay to Messrs. Robert Sutherland and Co. or order the sum of rupees One lac twenty-seven thousand and eight hundred twenty only for value received in difference on rice. " Signed in Chinese character, " (Sd.) Kong YeeLone & Co. (in English). " Note.—The translation of the above Chinese character is — "Kwong Ship Loang." " Rangoon, 11th September 1899. "Rs. 5,198. 1.0. Robert Sutherland and Co. or order the sum of rupees One lac twenty-seven thousand and eight hundred twenty only for value received in difference on rice. " Signed in Chinese character, " (Sd.) Kong YeeLone & Co. (in English). " Note.—The translation of the above Chinese character is — "Kwong Ship Loang." " Rangoon, 11th September 1899. "Rs. 5,198. 1.0. " On demand we the undersigned Kong Yee Lone and Co. promise to pay to Messrs. Robert Sutherland and Co. or order the sum of rupees Five thousand one hundred and ninety-eight and anna one only for value received in brokerage. " Signed in Chinese character. " (Sd.) Kong Yee Lone & Co. (in English). “ Note.—The translation of the above Chinese character is— " Kwong Ship Loang. " The defendants pleaded that the character signed to the notes indicates, not their firm, but somebody or something else; and, farther, that the dealings on which the notes are founded were effected between the plaintiffs and one Kaim Chiew, who, though a partner, was not the manager of the firm, and had no authority to bind it. A large part of the controversy in the Court below and at this bar related to these two defences. Their Lordships will not discuss them further now; One turns on the niceties of Chinese handwriting, and the other on a variety of circumstances adduced to shew the position of Kaim Chiew in the defendants firm. Both have been ruled by the learned Recorder in favour of the plaintiff, and at the close of the argument their Lordships were clear that the evidence fully justified his rulings. A more serious objection to the plaintiffs suit is that the consideration for which the promissory notes were given was a gambling transaction. The law applicable to the case is the Indian Contract Act, which enacts as follows — "30. Agreements by way of wager are void; and no suit shall be brought for recovering anything alleged to be won on any wager, or intrusted to any person to abide the result of any game or other uncertain event on which any wager is made." This is substantially a transfusion of English law into the Indian statute book. Mr. Danckwerts urged that there is a difference between the expression "gaming and wagering" used in the English statute and in the earlier Indian Act (XXI. Mr. Danckwerts urged that there is a difference between the expression "gaming and wagering" used in the English statute and in the earlier Indian Act (XXI. of 1848) and the expression "by way of wager" used in the present Indian Act. Their Lordships are unable to perceive the distinction. Two parties may enter into a formal contract for the sale and purchase of goods at a given price, and for their delivery at a given time. But if the circumstances are such as to warrant the legal inference that they never intended any actual transfer of goods at all, but only to pay or receive money between one another according as the market price of the goods should vary from the contract price at the given time, that is not a commercial transaction, but a wager on the rise or fall of the market. The question is of which nature were the dealings which formed the consideration for the notes sued on. Were they for genuine purchases of rice, or only for payment of money by one or the other according to the changes and chances of the market ? The contracts by which the plaintiff purports to buy rice from the defendants are broadly divisible into two classes. They are distinguishable on their face by what is called the option clause. In one class of contracts, shewn in Exhibits D. 12 to D. 20, the seller has an option to deliver rice from a number of specified mills, among which that of the defendants is not included. In the other class, shewn in Exhibits D. to D. 11, the only mill specified is that of the defendants. In fact, this second class leaves no option to the seller, though the expression used in and appropriate to the first class is retained in the class where only the defendants mill is specified. The defendants mill is a small one, capable, as the plaintiff states, of putting out 30,000 bags in a month. Their partnership capital, too, is small, being fixed by their deed at a trifle more than a lac of rupees. In the year 1899, by fourteen contracts ranging in time from January to the end of August, the plaintiff bought from the defendants 22,250 bags of rice. Their partnership capital, too, is small, being fixed by their deed at a trifle more than a lac of rupees. In the year 1899, by fourteen contracts ranging in time from January to the end of August, the plaintiff bought from the defendants 22,250 bags of rice. All these contracts, which are set out in the record and are conveniently tabulated in the case lodged for this appeal, are contracts of the second class, namely, for rice from the defendants mill. All were duly fulfilled by delivery and payment. Contracts of the first class are very different both in their character and in the treatment of them by the parties. The plaintiffs clerk Sitaram produced an account (Exhibit I.) shewing the dealings which took place between the parties from January, 1898, to August, 1899. They are very large, considerably exceeding half a million of bags. The witness was asked to mark the items for which the rice had been delivered. The items so marked (see Exhibit I. 1) consist of the 22,250 bags which fell under the contracts mentioned as of the second class, and 5000 more which are the subject of other contracts made subsequently to the date of the promissory notes. It does not appear by the record whether those 5000 bags were bought under the first or the second class of contract. There is some difficulty in applying Sitarams oral evidence to Exhibit L, because the exhibit relates to a wider range of dealings than those under discussion. The oral evidence is to the following effect— " Out of 193,250 bags sold to plaintiff 27,250 were delivered. " Of the amount in Exhibit I. put down as bought by defendants from plaintiff, i.e., 258,000 bags, none at all were delivered. Those were re-sales for differences. On the 28th June whoever acted for defendants began a very heavy speculation. On that day defendants sold to the plaintiff 30,000 bags, on the 5th July 30,000, on the 10th July 10,000, on 16th 30,000, on 18th 15,000, 24th 30,000 for delivery August October. " On 5th August defendants bought 62,000 and 94,000 bags. On 7th August 20,000. On 21st August plaintiff purchased 20,000 bags. On that day defendants sold to the plaintiff 30,000 bags, on the 5th July 30,000, on the 10th July 10,000, on 16th 30,000, on 18th 15,000, 24th 30,000 for delivery August October. " On 5th August defendants bought 62,000 and 94,000 bags. On 7th August 20,000. On 21st August plaintiff purchased 20,000 bags. " Exhibit A. was given for differences on these sales." Whether the differences were for the sales in August alone, or for those in June and July also, is not clear, and there is a slight discrepancy in the figures. But that does not substantially affect the result of the witnesss accounts and statements, which is clear enough. Out of the half million or more bags represented in Exhibit I. there were delivered prior to the date of the promissory notes 22,250 bags, everyone of which was sold under the second class of contract. As to the other 5000 delivered, it is not shewn that they were under the first class. For all that appears there has not been delivery of a single bag under the first class. During seven weeks in June, July, and August, 1889, were made the contracts on which the notes in suit are founded. They are the last seven items in Exhibit I. They appear to be for 199,000 bags at various prices, aggregating upwards of five crores of rupees. The latest delivery was to be on October 7. Now the output of the firm itself would not be much over 60,000 bags during the currency of the contracts; and they had dealings with other persons besides the plaintiff. The capital of the firm, as stated, was a trifle more than a lac of rupees. The cost of the goods would be that amount multiplied five hundred fold. It is possible for traders to contemplate transactions so far beyond their basis of trade, but it is very unlikely. In point of fact they never completed, nor were they called on to complete, any one of the ostensible transactions. The rational inference is that neither party ever intended completion. When the two classes of contracts are compared—the one class suitable to traders such as the defendants and fulfilled by them, the other extravagantly large and left without any attempt at fulfilment—the rational inference is strengthened into a moral certainty. The rational inference is that neither party ever intended completion. When the two classes of contracts are compared—the one class suitable to traders such as the defendants and fulfilled by them, the other extravagantly large and left without any attempt at fulfilment—the rational inference is strengthened into a moral certainty. Their Lordships think that from these data it is unreasonable to draw any other conclusion than that the description which the larger promissory note gives of the consideration for it is the correct one. It is for " difference on rice "—not, as now contended, for the price, of rice resold by the plaintiff to the defendants. The judgment of the learned Recorder does not dwell on the above considerations. He quotes the judgment of Cave J. in the case of Universal Stock Exchange v. Strachan ([ 1896] A. C. 166.), which, as their Lordships agree, lays down the law very clearly. He then asks whether there was in this case a common intention to wager; and he adds, "I do not see how I can so hold, having regard to the fact that the rice was in certain instances delivered and paid for." But he does not observe that the instances all belong to the class of contracts as to which it is reasonable to infer that they were genuine contracts for the sale and delivery of goods. Their Lordships hold that the consideration of the notes sued on was a number of wagering contracts within the meaning of the Indian Contract Act. They will humbly advise His Majesty so to declare, and, reversing the decree below, to dismiss the suit with costs. The plaintiff must also pay the costs of this appeal.