Judgement Appeal (No.21 of 1944), by special leave, from a judgment and decree of the High Court in its civil appellate jurisdiction (Leach C.J. and Horwill J.) (September 18, 1940), affirming with modifications a judgment and decree of that court in its ordinary original civil jurisdiction (May 11, 1938), in favour of the present respondents. The following facts are taken from the judgment of the Judicial Committee. On October 18, 1912, the appellant and his brother granted a lease to the father of the respondents of a plot of land in the City of Madras for a term of ten years from October 1, 1912, at a rent of Rs.50 per mensem, the tenant to be at liberty to erect a building on the land demised. The tenant built a theatre on the land, and shortly before the lease expired the appellant, who had become the sole owner of the land, agreed to grant a new lease to the lessee. Accordingly on February 1, 1923, a new lease for ten years from October I, 1922, at a rent of Rs.100 per mensem, was executed. The clause material in this action was in these Law. Rep. 72 Ind. App. 72 ( 1944- 1945) Ethirajulu Naidu V. Ranganatham C hetti 144 terms— "The lessee shall always and in any event be entitled to be paid the price of the superstructure built on the said plot of land before he surrenders possession of the land either on the expiry of the lease hereby granted or any other future lease or at any time. The price shall be fixed according to the market value of the buildings as at the time of ascertainment and payment.” On October 9, 1932, the appellants vakil demanded possession of the property and offered the sum of Rs.3,000 as representing the true market value. That offer was refused by the respondents, who had become entitled to the lease on the death of their father. On January 25, 1933, the appellant instituted the suit out of which this appeal arose, claiming possession of the land and the superstructure thereon, and mesne profits. That offer was refused by the respondents, who had become entitled to the lease on the death of their father. On January 25, 1933, the appellant instituted the suit out of which this appeal arose, claiming possession of the land and the superstructure thereon, and mesne profits. The respondents contended that under the provisions of the Madras City Tenants Protection Act, 1922, which was passed before the execution of the lease, they were entitled to buy the property, and that if not entitled to the benefit of that Act they were entitled to remain in possession by virtue of the aforementioned clause until they were paid the present market price, which they alleged was Rs.1 lac. 1944. Oct. 26. W. W. K. Page for the appellant. The question is whether, when in terms of the lease the respondents, as tenants, have the right to remain in possession until the appellant, as landlord, paid them the ascertained value of the buildings which they had put up, they were also entitled, as both courts below have held, to use the premises and to retain against the appellant the profits which they derived from their user and disposal of the property pending the ascertainment of the value of the buildings. It is a question of the construction of cl. 4 of the lease [set out above]. At the end of the lease the relation of landlord and tenant ceased, and the relationship became that of a person entitled to hold possession of property as security for the discharge of a liability of his lessor. There is nothing in the deed from which it can be inferred that the holding as such means as a tenant. The nature of the interest which the respondents have does not entitle them to use the property Rogers v The Dock Company at Kingston-upon-Hull (( 1864)34 L. J. (Ch.)165.). They had no power to convert the property to their own use, or to enjoy it, but only to keep it as security for the payment of the compensation by the landlord. So long as they are lien holders, and behave as such, their possession is rightful. If, however, a lien holder does any act which is inconsistent with his claim of lien, that determines his right to retain possession, and from that moment it becomes unlawful. So long as they are lien holders, and behave as such, their possession is rightful. If, however, a lien holder does any act which is inconsistent with his claim of lien, that determines his right to retain possession, and from that moment it becomes unlawful. In this case the respondents did everything, short of selling, which was inconsistent with their lien. (The present position is that the price has been ascertained and paid and the property has been surrendered to the appellant.) The respondents did not appear. Nov. 13. The judgment of their Lordships was delivered by LORD GODDARD, who stated the facts set out above and continued The first contention of the respondents, under the Madras City Tenants Protection Act, Madras Act III of 1922, has been disposed of by a decision of the Board adversely to them and it is unnecessary to refer to it further Ranganatham Chetti v. N. Ethirajulu Nayudu (( 1939) L. R. 67 I. A. 25.). As to the second, the appellant contends that the clause in question gives the respondents only a possessory lien as security for payment of the purchase price, and that as the respondents have remained in possession as though they were still lessees and have, indeed, granted a sub-lease, they have acted inconsistently with their lien and must be regarded as trespassers and held accountable for mesne profits. The respondents, on the other hand, contended in the courts below that they were entitled to hold over as tenants by virtue of the clause at the rent reserved by the lease until they were paid the present market price. On the true construction of the clause their Lordships are of opinion that the respondents contention was clearly right. Until they are paid they cannot be required to surrender possession, and are therefore entitled to remain in possession, and if they remain they stay there as tenants on the same terms as were contained in the lease. Their Law. Rep. 72 Ind. App. 72 ( 1944- 1945) Ethirajulu Naidu V. Ranganatham C hetti 145 Lordships do not doubt that the meaning of the clause is that the respondents could hold over till they were paid. In their opinion, therefore, the judgments in both courts below were right in the result, but as they are not in agreement with some of the reasons given they will briefly refer to them. In their opinion, therefore, the judgments in both courts below were right in the result, but as they are not in agreement with some of the reasons given they will briefly refer to them. The case was first heard by Wadsworth J. On the question whether the respondents were wrongfully in possession of the property he held that it depended on whether or not the sum offered by the appellant was " ridiculously low,” or whether it approximated to the true value of the superstructure, and accordingly referred the action to an official referee to ascertain the value. On the reference the referee found, on the basis which was subsequently held to be correct, that the value was Rs. 18,000, six times what had been offered and about a sixth of what had been asked. On the matter coming up for further consideration before Venkataramana Rao J., while he expressed agreement with Wadsworth J. he went on to hold that this was not a case of lien, but that the lessees could enjoy the property till the amount was paid and that they could not be treated as trespassers liable to account for mesne profits. On appeal to the appellate jurisdiction of the High Court, Leach C.J. and Horwill J. took the same view as did Wadsworth J., that the respondents were not bound to accept an offer which was ridiculously inadequate. In their Lordships opinion the case does not depend on whether an offer ought or ought not to have been accepted, unless perhaps the exact amount which was found to be the present market value had been offered. The clause contemplates that the price is to be fixed, which must mean by agreement or by valuation, and it could have been so fixed before the expiration of the term. The respondents were entitled to be paid the present market price, no less and no more, and until that price was paid, or at least tendered, they were entitled to remain in possession and enjoyment of the property. Their Lordships will humbly advise His Majesty that the appeal should be dismissed.