JUDGMENT Gentle, J. - In the month of May, 1943, the Defendant was the owner of a house No. 27, Amratolla Street, Calcutta. The tenant, or one of the tenants, was a man named Kisorilal Mahore; another tenant was Ram Kumar Mahore, and in addition, a man named Makhan Lal Mahore, a brother of Kisorilal, was also living at those premises. The Plaintiff is a broker or agent. The Defendant was minded to sell his property and with that purpose in view he gave to the Plaintiff a letter dated the 5th May, 1943, which I will hereafter call "the commission note." The letter reads as follows:-- [His Lordship after setting out the letter, dated 5th May, 1943, proceeded.] 2. The Plaintiff's case is that on the 2nd June, 1943, he obtained two purchasers, Kisorilal Mahore and Ram Kumar Mahore, who can conveniently be referred to hereafter as "the buyers," for Rs. 1,10,000. 3. The Plaintiff claims a sum of Rs. 6,000 as the amount of his commission on the grounds that-- (1) He secured ready and willing buyers. (2) They made a binding and concluded contract for sale. (3) He executed the contract of agency with the Defendant by doing all he was employed by the Defendant to do. Alternatively the Plaintiff claims a like sum as damages for the Defendant's breach of the contract of agency and/or for wrongfully preventing the Plaintiff from earning commission. 4. In his written statement the Defendant states that: it was agreed between the parties that the remuneration would be payable only on completion of a sale and no binding contract was made between the buyers and the Defendant; he denies that there was any offer by him to sell the premises; the willingness of the buyers to purchase was induced by the Plaintiff's fraud which, inter alia, consisted in falsely representing to the buyers that he was getting a brokerage of 1 per cent, for the transaction, half of which was payable to another broker; the buyers informed the Defendant that having discovered the Plaintiff's fraud they withdrew the authority they had previously given to him to communicate on their behalf, to the Defendant their acceptance of an alleged offer to sell at Rs. 1,10,000, no agreement for sale was ever sent to the Defendant or was executed by him; the Plaintiff committed a breach of the term contained in the commission letter as he acted as an agent for the buyers and the breach and damages alleged are denied. 5. Although there were two buyers, Kishorilal and Ram Kumar, it would seem that the former was the more important of the two and was in charge of whatever the nature of the transaction was, and the sale to Kishorilal and Ram Kumar was referred to in evidence and in argument as a sale to Kishorilal. 6. It is convenient to record at the present stage that in fact the buyers completed the purchase of the property on December 18th, 1943, when the Defendant executed a conveyance in their favour, the price stated therein being Rs. 1,05,000; but the Defendant contends that he is not liable to pay the Plaintiff any commission in respect of that transaction. At one time in his evidence, the Defendant said he told the Plaintiff that commission would be paid only upon the sale being completed but, subsequently, he admitted and agreed that there was no other condition in the contract between the Plaintiff and himself beyond the conditions mentioned in the commission note. 7. One can now examine the oral testimony and the relevant documents. 8. [His Lordship, after considering the evidence, oral and documentary, proceeded.] 9. In order to ascertain whether a binding contract of sale was made on June 2nd, it is necessary to ascertain the extent of the authority given by the Defendant to the Plaintiff and the terms of his employment. Unless the Plaintiff was authorised to sell the property, as distinguished from authority to procure a person prepared to purchase, the Plaintiff could not himself make an offer to sell, nor accept an offer to buy. An agent is not authorised to sell unless he is in a position to enter into a binding contract for sale with a purchaser. [Vide Chadburn v. Moore 67 L.T. 257 (1892) and Durga Charan Mitter v. Rajendra Narayan Sinha 36 C.L.J. 467 (1922)]. 10. The Defendant in his evidence said that the commission note was his offer to sell the property. [Vide Chadburn v. Moore 67 L.T. 257 (1892) and Durga Charan Mitter v. Rajendra Narayan Sinha 36 C.L.J. 467 (1922)]. 10. The Defendant in his evidence said that the commission note was his offer to sell the property. The Plaintiff's two letters of June 2nd, addressed to the buyers and to the Defendant respectively, reflect that he was asserting the position that the commission note authorised him to sell the property. It is clear that the Plaintiff and the Defendant, and it would seem also Mr. Bagaria, considered that the commission note authorised the Plaintiff to sell and to enter into a binding agreement for sale. Even so, the meaning and effect of the commission note and the extent of the Plaintiff's authority, must be ascertained from the wording of the document. The opinions and beliefs of the parties and of the attorney with regard to it do not help and cannot be considered when the question of its construction arises. 11. The commission note expressly authorises the Plaintiff "to negotiate the sale" of the property. A few lines below these words, is found the following: "If you succeed in securing a buyer." Then follows the price which the Defendant required and the Plaintiff's remuneration calculated upon the price. In Durga Charan Mittra v. Rajendra Narayan Sinha 36 C.L.J. 467 (1922), a decision of an Appellate Bench of this Court, almost identical language was used in a commission note. In that case the words were: "To negotiate the sale" and "if you can secure a purchaser to purchase." After reviewing a number of authorities of the Indian and English Courts, it was held that the commission note, in that case, did not authorise the agent to sell the property. In the judgment of the Court, delivered by Asutosh Mookerjee, J., reference is made to the observations of Buckley, J., at p. 270 in Rosenbaum v. Belson [1900] 2 Ch. 267, that there is a substantial difference between the expressions 'an authority to sell' and 'an authority to find a purchaser'. Authorising a man to sell means an authority to conclude a sale, authorising him to find a purchaser means less than that--it means to find a man willing to become a purchaser, not to find him and also make him a purchaser. 12. Authorising a man to sell means an authority to conclude a sale, authorising him to find a purchaser means less than that--it means to find a man willing to become a purchaser, not to find him and also make him a purchaser. 12. With respect I agree with the above decision of this Court and with the opinion of Buckley, J., which is quoted with approval. To negotiate is not the same as to sell. Negotiation is the stage which precedes a sale. In my view, the Plaintiff's authority was to find a purchaser, namely, a man ready, able and willing to buy at a price acceptable to the Defendant. 13. It was argued by Mr. Sinha that the words "to secure a buyer" means that no remuneration is payable unless and until the potential purchaser enters into a binding contract to purchase and that the remuneration which is payable must be calculated upon the price which the contract specifies. In the course of his argument Mr. Sinha referred to a recent decision of the House of Lords in England, Luxor (Eastbourne), Ltd. v. Cooper [1941] A.C. 108. In that case a bargain between the principals and the agent is stated by Viscount Simon, Lord Chancellor, at p. 115 as follows: "If a party introduced by the Respondent (agent) should buy the cinemas for at least 1,85,000, each of the two Appellants (principals) would pay to the Respondent 5,000 on completion of the sale." In that case the principals failed or refused to enter into an agreement for sale with the person introduced as a purchaser by the agent and since payment of commission was contingent upon completion of the sale, which had not in fact taken place, the commission, as such, was not payable to the agent. It was held, in that case, that in such a contract as was being considered by the House of Lords, there was no room for an implied term that the principal would not act so as to prevent the agent earning his commission and the principals committed no wrong in refusing to sell to the person introduced by the agent and the agent was entitled to nothing. Many of the observations of the learned Law Lords in their speeches are directed to the rights and liabilities of a principal who refuses to sell to a person introduced by an agent when the contract between the principal and the agent provides for commission to be paid on completion of a sale. No assistance is to be derived from the above authority when construing the meaning of the words "To secure a buyer." The Concise Oxford Dictionary defines "secure," inter alia, as "succeed in getting; obtain." Whilst it can be said a person does not become a buyer until he has made a purchase, the word "buyer" is used in a less strict sense; frequently to describe a person who had not bought, but who intends or wishes to do so; for instance, a person attending an auction-sale to bid for any of the lots at the auction, or who visits shops to find something which he wants to purchase. It is in that sense that the word "buyer" is used in the commission note, namely, a person who intends to buy the property with the added requirement that he must be a person who is ready, able and willing to be a buyer. In my view, the words "To secure a buyer" mean such a person as I have just described, provided he is prepared to purchase and can produce the required price and is willing to do both these things, when he is a person who intends to purchase and is qualified and competent to purchase. 14. The commission note contains the sole terms of the agreement between the Defendant, as principal, and the Plaintiff, as agent or broker. The Plaintiff's obligations under the contract are to negotiate with potential purchasers as to the price which they would pay and to obtain a ready, able and willing purchaser at a minimum price of Rs. 1,00,000. If and when the Plaintiff accomplished this, and, of course, also introduced such person to the Defendant, then he has done all which his contract requires of him. 15. I have already held that an interview did not take place between the Plaintiff and the Defendant on June 2nd. 1,00,000. If and when the Plaintiff accomplished this, and, of course, also introduced such person to the Defendant, then he has done all which his contract requires of him. 15. I have already held that an interview did not take place between the Plaintiff and the Defendant on June 2nd. It follows that the Defendant did not orally authorise the Plaintiff, on his behalf, to make a binding contract with the buyers or to accept any offer made by them; further, the commission note does not give him any such authority. Since the Plaintiff had no authority to sell the property, he could not make an offer for sale to the buyers and their letter of June 2nd is not an acceptance of the Defendant's offer. The letter authorised the Plaintiff to accept, on the buyers' behalf, the Defendant's offer. Since there could not be an offer, there could not be an acceptance of it. At the highest, this letter amounts to an offer by the buyers to purchase for Rs. 1,10,000. The Plaintiff did not get the Defendant's instructions regarding this offer before he wrote his letter of June 2nd to the buyers and his letter is not the Defendant's acceptance of the buyers' offer. From its wording, "under authority from the owner," it appears that the Plaintiff wrote this letter upon the supposition that the commission note gave him the necessary authority to confirm the safe. It does not do so. 16. After the two letters had been exchanged, between the Plaintiff and the buyers, the Plaintiff, on the same day, wrote his letter to the Defendant which it is convenient to set out. 17. [His Lordship after setting out the letter dated 2nd June, 1943, proceeded.] 18. In the above letter the Plaintiff was clearly relying upon the commission note as his authority to make the offer to the buyers and the confirmation mentioned in the letter is the buyers' and not the Defendant's confirmation. No reply was written to this letter by the Defendant or by his attorney, to whom a copy was sent. 19. The Plaintiff was not authorised to offer the property for sale, and, even assuming the buyers' letter of June 2nd is an offer, it was not communicated to the Defendant before the Plaintiff wrote to the buyers confirming their purchase. 19. The Plaintiff was not authorised to offer the property for sale, and, even assuming the buyers' letter of June 2nd is an offer, it was not communicated to the Defendant before the Plaintiff wrote to the buyers confirming their purchase. Again, even assuming the Plaintiff's letter communicated the offer as such to the Defendant, the Defendant did not reply and consequently did not accept the offer so as to make a binding contract. In my view, there was no contract for sale by June 2nd, or 3rd, between the buyers and the seller. 20. As previously mentioned, the Plaintiff's obligation to the Defendant was to obtain for him a ready, able and willing purchaser at the Defendant's minimum price. There is no suggestion that Kissorilal and Ramkumar could not pay the price of Rs. 1,10,000 (an increase of Rs. 10,000 upon the Defendant's minimum price although he agreed to pay Rs. 5,000 of this increase to the Plaintiff), and it is beyond doubt that the buyers were ready, able and willing purchasers. The allegation in the written statement that they ceased to be ready buyers can be ignored in the absence of any evidence supporting it. They did subsequently purchase at Rs. 1,05,000. The Plaintiff's letter of June 2nd addressed to the Defendant effected an introduction to him of the buyers as such; of that there is no doubt and it has not been suggested otherwise. There is also no doubt that the Defendant accepted these persons as purchasers and was always willing to do so. 21. The reduction of the price by Rs. 5,000 from Rs. 1,10,000 is more than peculiar. The contract to sell at a lower price was made with the nominee of the buyers on the same day as the Plaintiff was told, that the contract, which at that time the buyers and their attorney believed was a binding and concluded one, was stated to have been cancelled. The Defendant's evidence is most contradictory and in my view untruthful, that he did not know he had sold to Kissorilal, and the other statements regarding his knowledge or want of knowledge of that transaction. He did not say that he had to reduce the price in order not to lose the bargain, and he gave no reason for the reduction which in any way explains why it was done. He did not say that he had to reduce the price in order not to lose the bargain, and he gave no reason for the reduction which in any way explains why it was done. I am satisfied the contract by the Defendant to sell at Rs. 1,05,000 was made for one purpose and that was to deprive the Plaintiff of his remuneration. 22. When the Plaintiff introduced the buyers to the Defendant, as purchasers at Rs. 1,10,000, he had done all that was required of him by his contract with the Defendant. If the buyers had resiled from the transaction, then the Plaintiff would not have earned his remuneration. They did not resile from it; they were willing to buy at Rs. 1,10,000 which the Plaintiff was willing to accept, and the reduction in the price was solely for the reason which J have given. 23. This is a case in which the agent was promised a commission by his principal if he succeeded in introducing to his principal a person who made an adequate offer. The Plaintiff fulfilled the terms which were required of him. That being all that was needed in order to earn his reward, the Plaintiff became entitled to be paid when this was done, whether the principal accepted the offer and carried out the bargain or not. [See the observations of Viscount Simon, Lord Chancellor, at p. 120, in Luxor (Eastbourne), Ltd. v. Cooper (1941) A.C. 108]. In my opinion in this case the Plaintiff earned his promised commission of Rs. 6,000 when he introduced the buyers as purchasers to the Defendant at a price of Rs. 1,10,000 and was then entitled to payment of this commission on that account. 24. In the light of the above finding, it is unnecessary for me to consider whether the contract between the Plaintiff and the Defendant contained an implied term by which, if the circumstances and facts justified it, the Plaintiff could recover from the Defendant damages for its breach. There will be a decree for Rs. 6,000 with costs, in favour of the Plaintiff. The decretal sum and costs will bear interest at the rate of 6 per cent. The order for costs will include all reserved costs, certified for two Counsel and also for Counsel attending the commission when the Defendant's evidence was taken.