JUDGMENT R.N. Gurtu, J. - The Plaintiff in the suit was a lady whose deceased husband had purchased, from the Defendant stock brokers 100 shares of Hindustan Motors Ltd. for a sum of Rs. 1,053-1-0 which amount was paid to the Defendant. 2. The Plaintiff, who brought the suit as her husband's legal representative, said that the Defendant had promised to get the said shares transferred in her husband's name in the register of Hindustan Motors Ltd., but he failed to carry out his promise. 3. The defence was that there was no such agreement between the parties under which the Defendant was liable to get the shares in question registered in the books of the company. The Defendant said that, out of courtesy, an attempt was made to secure registration of the transferred shares by the company but that registration was refused because the seller's signature on the transfer-deed differed from his specimen signature on the record of the company and that, therefore, the registration of the name of the Plaintiffs husband in the books of the company was refused by the company. According to the Defendant, it was the Plaintiff's husband's own responsibility to get his name registered in the books of the company and that, in any event, the Defendant had been absolved from such responsibility by the Plaintiffs husband. 4. The trial court found that there was no liability on the Defendant, whether contractual or statutory, for securing registration of the name of the Plaintiff's husband in the books of the company. It further held that even if the Defendant had given any undertaking for securing registration of shares in favour of Kanhaiya Lal in the books of the company, Kanhaiya Lal, the husband of the Plaintiff, had subsequently absolved the Defendant from all responsibility and had taken upon himself the responsibly of getting registration effected in his own favour. Upon this view, the Plaintiff's suit was dismissed by the trial court. 5. The Plaintiff preferred an appeal to the court below. The court below thought that the main question in the case, which had to be decided, was whether the Defendant, the brokers, had a legal title in the shares and whether the Defendant had made a valid transfer in favour of Kanhaiya Lal deceased. 5. The Plaintiff preferred an appeal to the court below. The court below thought that the main question in the case, which had to be decided, was whether the Defendant, the brokers, had a legal title in the shares and whether the Defendant had made a valid transfer in favour of Kanhaiya Lal deceased. The court below thought that the question, as to whether there was any contract by which the Defendant had accepted the responsibility of getting the registration of shares effected in the books of the company, was of subs diary importance. The court below further came to the conclusion that the Defendant had no legal title in the shares in question and that, therefore, the Defendant could not pass any title in the shares in dispute to the Plaintiff. It also came to the conclusion that the Defendant was under a contractual liability for securing the registration of Kanhaiya Lal's name, and that the Defendant had not been relieved from that contractual liability in this regard. In this view of the matter, the court below allowed the appeal, set aside the judgment and decree of the trial court and, in its place, substituted a decree for Rs. 1,074/1 in favour of the Plaintiff against the Defendant with pendente lite and future interest at Rs. 3 percent. per annum. The Plaintiff was awarded, against the Defendant, costs of both the court below as also of the trial court. 6. In this appeal, it is argued before me that the court below was wrong in coming to the conclusion that property in the shares did not pass to the Plaintiff's husband when the share scrips and the relative transfer deeds in blank were delivered to him. It is argued before me that it is customary for brokers from whom shares are purchased, even as principals, to deliver shares registered in the names of persons other than themselves along with the transfer deeds in blank executed by such persons whose names stand duly registered in the books of the company and that it is not the practice for brokers to first buy shares in the market and then to get the shares transferred in their own names and thereafter to execute deeds of transfer as venders in favour of their customers who contracted to purchase unspecified shares from them. This submission is perfectly correct. This submission is perfectly correct. It has been held in Maneekji Pestonji Bharucha and Anr. v. Wadilal Sarabhai and company AIR 1926 P.C. p. 38 that the delivery of share scrips by a broker together with transfer deeds in blank duly executed by the registered holders of the shares effects a valid transfer of the shares in favour of the purchasers. 7. Whether it be a matter of agency or authority or contract, the transferee in cases of transfers of shares accompanied by transfer deeds in blank has the right to fill in the necessary particulars including his own name as transferee and the date of the transfer even after the death of the original transferor and when this is done, the instrument is then complete and the transferee is entitled to have his name registered in the company register. See Bengal Silk, Mills Co., reported in AIR 1942 Cal, page 461. This case was decided on the basis of Carter v. White (1884) 25 Ch. D., 666. In the case of a share certificate with a blank transfer duly signed by the registered holder, the right principle is that each prior holder confers on the bona fide holders for value of the certificate for the time being an authority to fill in the name of the transferee and is estopped from denying such authority, and to this extent, but no further, is estopped from denying the title of such holder for the time being. See Colonial Bank v. Hopworth (1887) 36 Ch. D. page 36. In the case of Colonial Bank v. Cady (1890) 15 App Cas 267 at page 279. Lord Watson observed as follows: Notwithstanding his having parted with the certificate and transfer, the original transferor, who is entered as owner in the certificate and register, continues to be the only shareholder recognized by the company as entitled to vote and draw dividends in respect of the shares, until the transferee or holder for the time being obtains registration in his own name. It would therefore be more accurate to say that such delivery passes not the property of the shares, but a title, legal and equitable, which will enable the holder to vest himself with the shares without risk of his right being defeated by any other person deriving title from the registered owner. 8. It would therefore be more accurate to say that such delivery passes not the property of the shares, but a title, legal and equitable, which will enable the holder to vest himself with the shares without risk of his right being defeated by any other person deriving title from the registered owner. 8. In view of these authorities, I think that it can be said, in this case, that there was an effective delivery of the shares in question. I do not think that it was necessary for the broker first to get his own name entered in the register of shareholders and then 10 execute a transfer deed as vendor in favour of Kanhaiya Lal. the deceased husband of the Plaintiff. It is true that shares are not negotiable instruments and that under the Indian Law, they are movable goods. But it is a well recognised commercial practice that delivery of shares together with transfer deeds in blank passes to the transferee the right to fill in the transfer deed in his own favour and to get his own name registered in the books of the company. Under the Indian Sale of Goods Act, Section 23, when goods are appropriated to the contract and are handed over in a deliverable state, property in the goods passes to the vendee. In view of the custom of the trade, when share scrips are accompanied by a transfer deed in blank duly executed by a registered holder, it must be taken that the shares are handed over in a deliverable state. On the authority of the Privy Council case and the authorities referred to hereinbefore, I come to the conclusion that the argument of learned Counsel for the Appellant is right and that there would, in a case where there were no other agreed terms governing the mode of transfer, be an effective delivery once the share scrips and duty executed transfers in blank were handed over. Therefore, the Plaintiff would have had to case for the recovery of money paid for the shares, except for the fact that the Plaintiff set up a special agreement that the Defendant also get the shares duly registered in the books of the company, and the court below has found in the Defendant's favour. Therefore, the Plaintiff would have had to case for the recovery of money paid for the shares, except for the fact that the Plaintiff set up a special agreement that the Defendant also get the shares duly registered in the books of the company, and the court below has found in the Defendant's favour. There is nothing illegal in view of Section 19(3) of the Sale of Goods Act in such a special contract being entered into between the parties who may stipulate that mere delivery of share scrips and signed transfer deeds in blank to the vendee would not suffice to complete the transfer but that due registration by the company of the name of the vendee would also be required and if the broker did not succeed in getting the share scrips so registered, then the contract would fail and the purchaser would be entitled to a refund of whatever money he had paid against return of the share scrips. In this case, it has been found that there was such a special contract between the parties. Because of this and since admittedly registration has not been effected up to date, the Plaintiff can claim that she is entitled, as her husband's representative, to a refund of the purchase money which her husband had paid to the Defendant. I, accordingly, think that the decree of the court below is, in substance, correct. It, however, needs modification to this extent that an order should be made in favour of the Defendant that the share scrips, which were handed over by the Defendant to the Plaintiff's husband, should be handed back to the Defendant by the Plaintiff. The transfer deeds were sent by the Plaintiff to the Defendant, and according to the Defendant, they were passed on to the brokers with whom he had entered into a contract in order to meet his obligations to provide the shares to the Plaintiff's husband. They are not with the Plaintiff and so they cannot be ordered to be handed back to the Defendant. 9. I, therefore, in substitution of the decree of the court below, pass the following decree: The Plaintiff will be entitled to receive from the Defendant a sum of Rs. 1,074/1/ - with pendente lite and future interest at Rs. They are not with the Plaintiff and so they cannot be ordered to be handed back to the Defendant. 9. I, therefore, in substitution of the decree of the court below, pass the following decree: The Plaintiff will be entitled to receive from the Defendant a sum of Rs. 1,074/1/ - with pendente lite and future interest at Rs. 3/ - per cent, per annum, provided that the Plaintiffs do deliver to the Defendant within nine months of the date of this decree, the share scrips in question. The Plaintiff may obtain these share scrips from the Court in winch they are deposited on the basis of this order and the court concerned will return the same. The costs of the lower courts will be as ordered by the court below. The costs of this Court will be on the parties. 10. Permission for leave to appeal to a Division Bench is asked for and is granted.