Judgement Appeal from a decree of the Chief Court (Jan. 4, 1901) varying a decree of the District Court of Amherst (April 30, 1900). The suit was brought by the appellants mainly to recover damages from both the respondents for having, in fraud of their agreement with the first appellant and one Ko Na Ouk, assigned their lease or permit of the forest of Maungpai to the Bombay Burma Trading Corporation, Limited, for a large sum of money, and " thereby deprived the plaintiffs of their right to work the said forest and of the large profits which they would have made therefrom "—rights which it was alleged had accrued to them under the said agreement, which was dated July 2, 1897, and annexed to the plaint as exhibit 1. The prayer was for an inquiry and an account as to the profits which would have accrued to them thereunder, an inquiry and an account as to the sum received from the said corporation, and for such damages as were disclosed by such inquiries and accounts. There were concurrent findings of fact that the second respondent obtained the forest of Maungpai for himself and not for his father; also that the first respondent was not his sons agent in making the contract of July 2, 1897, set out in their Lordships judgment. The dispute in appeal turned upon the extent to which the first respondent had rendered himself liable on the true construction of the said contract. The plaint alleged (paragraph 19) and the plaintiff asserted in his evidence that it was verbally arranged with the first respondent that the terms as to royalty and commission should be the same as before under Kannah, the deceased lessee of the forest. The plaint also stated that the only matter which was not settled at the time was the respective portions of the forest which the plaintiff and Ko Na Ouk would arrange to work, and for which the second respondent would have to give formal permits as the lease stood in his name (paragraph 20). The plaint also stated that the only matter which was not settled at the time was the respective portions of the forest which the plaintiff and Ko Na Ouk would arrange to work, and for which the second respondent would have to give formal permits as the lease stood in his name (paragraph 20). While the second respondent repudiated all liability thereunder, the first respondent had pleaded by his written statement that over and above his contract to repay the loan advanced with interest, the effect of it was that he only undertook to use his influence with his son to get him to consent to allow the plaintiffs and Ko Na Ouk to work the forest as hitherto. The Courts below decreed in favour of the recovery of the unpaid amount of the loan, differing as to the rate of interest to be allowed. Jardine, K.C., and De Gruyther, for the appellants, contended that the first respondent was, on the true construction of the contract, and as he represented himself or claimed to be the sole beneficial owner of the forest, liable to them in the damages claimed, in that he had undertaken in return for the loan that they should have the right to go on working the forest as heretofore. The terms as to royalty and commission were settled verbally at the time of the contract, and the second respondents duties were simply to give permits as directed by his father, the respective portions of the forest to be allotted to the parties, namely, the plaintiffs and Ko Na Ouk, in such way as they should themselves agree upon. Reference was made to Indian Evidence Act, s. 92 (2nd proviso), as to the admissibility of evidence respecting this verbal arrangement, which it was submitted was not inconsistent with the terms of Exhibit 1. Cowell, for the respondents, contended that there was no completed contract at all as regards anything but repayment of the loan. A future agreement was contemplated as regards the working of the forest to which the second respondent was to be an effective party, and it could not be made without him. The alleged verbal contemporaneous agreement in substitution for that contemplated by the written contract was not proved, since it was denied by two of the alleged parties thereto. A future agreement was contemplated as regards the working of the forest to which the second respondent was to be an effective party, and it could not be made without him. The alleged verbal contemporaneous agreement in substitution for that contemplated by the written contract was not proved, since it was denied by two of the alleged parties thereto. The plaintiffs evidence in favour of it was inadmissible under s. 91 of the Evidence Act. Jardine, K.C., replied. The judgment of their Lordships was delivered by LORD DAVEY. The action out of which this appeal arises was brought by the appellants against the respondents for recovery of a sum of Rs. 35,000 and interest, and (in substance) damages, for breach of a contract alleged to have been made with the appellants by the first respondent either on his own behalf or on behalf of himself and the second respondent. The Courts below have given the appellants judgment for the sum claimed, with interest, but have held them not entitled to the other relief sought. The only question, therefore, before their Lordships is whether the appellants are also entitled to damages for breach of the alleged contract. In order to understand the questions in issue between the parties it will be convenient to state shortly the relation in which the parties stood to each other, and the circumstances which led up to the transaction in question. All the parties are engaged in the timber trade in Burma and Siam. The appellants are brothers and co-partners. The first respondent is an uncle of the appellants, and the second respondent is his son. For some time prior to July 2, 1897 (the English date of the alleged contract), the first respondent had been in the habit of borrowing large sums of money from the appellants for the purpose of his business, and by a deed dated September 24, 1895, had mortgaged his stock of timber, the elephants employed by him in the forests, and other property to the first appellant for three lakhs of rupees. The first respondent resided and conducted his business at Moulmein, and the second respondent, under a power of attorney from him, was working certain timber forests in Siam as his agent. The first respondent resided and conducted his business at Moulmein, and the second respondent, under a power of attorney from him, was working certain timber forests in Siam as his agent. Previously to and in the year 1896 the appellants were working timber in a forest called Maungpai, in Siam, under a permit from the lessee, one Payataga Kannah. But in the course of that year Kannah died, and his and the appellants rights in the forest thereupon determined. The appellants on hearing of Kannahs death immediately instructed one Maung Shwe Yin, their local agent at Zimmai, the capital of the State in which the forest was situate, to apply for a six years lease of it. The second respondent, who was in the country, also applied for the Maungpai forest, apparently through the same agent, and obtained a grant of it in his own name. In some way, which is not very clearly explained, a sum of Rs. 15,000 belonging to the appellants, which was under Maung Shwe Yins control, was advanced to the second respondent for the purpose of being used by him in part payment of the expenses of obtaining the grant of Maungpai. The second respondent informed his father that he had obtained the grant of the forest, and by a subsequent letter dated May 18, 1897, that he had to pay Rs. 70,000 for the expenses of obtaining it, which sum he requested his father to send him. It also appears that a company called the Burma Trading Corporation were anxious to obtain rights in the forest, and had opened negotiations with the second respondent for the purpose. The breach relied on is a subsequent agreement made by the second respondent with this company. In these circumstances the first respondent applied to the first appellant and one Payataga Ko Na Ouk to advance him the sum of Rs. 70,000 (including the Rs. 15,000 already advanced at Zimmai), which they agreed to do in equal shares on the terms of the letter of July 2, 1897, which is relied on by the appellants as the contract in suit. That letter is as follows— , " To " Nephew Maung Shwe Oh and Paya-taga Ko Na Ouk. “For the written permit obtained for the Maungpai forest in the Zimmai jurisdiction for six years, my son Maung Shwe Hle had to pay the owner of the forest Rs. That letter is as follows— , " To " Nephew Maung Shwe Oh and Paya-taga Ko Na Ouk. “For the written permit obtained for the Maungpai forest in the Zimmai jurisdiction for six years, my son Maung Shwe Hle had to pay the owner of the forest Rs. 65,000 as a present. The total of the various expenses incurred was Rs. 5000 making in all Rs. 70,000. The amount already taken by Maung Shwe Hle from Maung Shwe Yin, the agent of nephew Maung Shwe Oh at Zimmai was Rs. 15,000. A letter dated the 3rd Waning of Kason 1259 B.E. (18-5- 1897) from my son Maung Shwe Hle asking me to send balance Rs. 55,000 soon was brought to me. I was unable to send the money. Will you, nephew and Paya-taga, kindly pay half each. For so paying, I will not allow my son Maung Shwe Hle to let out the Maungpai forest or permit any person to fell (timber) within the period of six years for which written permit has been obtained for the forest; for he (my son Maung Shwe Hle) had obtained the written permit for the forest while acting as my agent. When Maung Shwe Hle returns to his original abode, Kaw Hnut village, I will make him to arrange for you, nephew and Paya-taga, in some way or other (or by any means) to go on working the forest within the years for which written permit has been obtained. If after the said business has been arranged, should any (of you) be dissatisfied (or disagree) I and my son Maung Shwe Hle will pay the Rs. 55,000 now advanced and the aforesaid sum of Rs. 15,000 with interest due from the date of the advance to the date of repayment at the rate of Rs. 2 per cent, per mensem. (We) will pay the principal and interest on the day on which they may be required. So please pay me the said sum of Rs. 55,000 so as to enable me to send the same to my son Maung Shwe Hle. I and my son Maong Shwe Hle will hold ourselves responsible for the sums advanced. Maung Tun Gyaw. " Kaw Hnut Village. " Dated the 4th Waxing of Waso, 1259 B.E. (2-7-97). “Witness. So please pay me the said sum of Rs. 55,000 so as to enable me to send the same to my son Maung Shwe Hle. I and my son Maong Shwe Hle will hold ourselves responsible for the sums advanced. Maung Tun Gyaw. " Kaw Hnut Village. " Dated the 4th Waxing of Waso, 1259 B.E. (2-7-97). “Witness. " Maung Shwe Hles mother." The learned District Judge certifies that the perfect English translation of the words in italics is— “If in making the allotment of places for working in this way, there is any disagreement . . . .” and their Lordships will so read it. The respondents say that the second respondent was the only person interested in the permit to work the Maungpai forest, and, as he was not a party to the alleged contract, there is no effective agreement. In answer to this argument it was contended in the Courts below that the respondents were partners in the timber trade and the contract was in the course of the partnership business. Both the District Judge, by whom the suit was heard in the first instance, and the learned judges in the chief Court on appeal decided this issue in favour of the respondents, and it was not raised before their Lordships. It was then contended that the second respondent acted as the agent of the first respondent only in obtaining the permit to work the Maungpai forest, and that the latter was the only person entitled to the benefit of the permit. The evidence in support of this issue relied on by the appellants consisted mainly of the inferences to be drawn from the relation of the respondents to each other, the fact of the second respondent being a person without means, and the funds required being obtained on the credit of the first respondent, the contents of certain letters written by the respondent, and the language of the document of July 2, 1897, itself. On this issue also there is a concurrent finding by both Courts against the appellants; but as the question depends partly on the construction to be put on written instruments, their Lordships thought fit to hear the argument upon it. It is no doubt a case of some suspicion, and there are expressions in the correspondence which are quoted by counsel on each side as being in their favour. It is no doubt a case of some suspicion, and there are expressions in the correspondence which are quoted by counsel on each side as being in their favour. A copy only of the letter of May 18, 1897, was put in evidence, but it was accepted by both Courts as a true copy, and if so, it certainly supports the respondents view that the second respondent obtained the permit on his own behalf only. As their Lordships agree with the concurrent finding on this issue also of the Courts below, they do not think it necessary to discuss the letters in detail. It remains to consider the contents of the document itself. It does not say that the second respondent had obtained the permit as agent for his father, but had done so while acting as his fathers agent, which is true. The expressions chiefly relied on for the purpose of shewing agency were the words, “I will not allow my son to let out the Maungpai forest," &c, and " when Maung Shwe Hle returns .... I will make him arrange." This language does not seem to mean more than " I will cause " or " induce." In any case the letter is not evidence against the second respondent, and could at most prove only the impression or belief of the first respondent. Their Lordships are of opinion that it is not proved that the second respondent obtained the permit for the Maungpai forest as agent for the first respondent. But quite independently of this question they think that the appeal fails on the ground that the terms of the proposed contract do not appear from the document, and that according to its true construction it contemplated only the making of a contract on the return home of the second respondent, and left all terms to be then arranged. The allot ment of the forest between the appellants and Ko Na Ouk was expressly left for future arrangement, and the terms as to royalty or otherwise on which the forest was to be worked were also left open. " I will make him arrange for you in some way or other to go on working." The first appellant, indeed, said that the rates were verbally arranged at the same time. " I will make him arrange for you in some way or other to go on working." The first appellant, indeed, said that the rates were verbally arranged at the same time. But that is not confirmed by the first respondent or by Ko Na Ouk, who may be treated as an independent witness, and cannot be accepted as proved. If it were proved, it is at least doubtful whether the evidence would be admissible under s. 91 of the Indian Evidence Act. Their Lordships are of opinion that according to the true construction of the document the only bargain was that the appellants and Ko Na Ouk should be allowed to work the forest if they succeeded in making an arrangement to that effect with the second respondent, and if they failed to do so they were to get their money back with interest. This is how Ko Na Ouk says he understood it, and their Lordships think he was right. Their Lordships will, therefore, humbly advise His Majesty that the appeal be dismissed, and the appellants will pay the costs of it.