SARJOO PROS AD C. J.: This appeal arises out of a suit instituted by the plaintiffs respondents. There were three plaintiffs in the suit - (1) Hari Kissen Lohia, adopted son of late Sheo Bhagwan Lohia, (2) Mt. Basanti Debi, widow of late Murlidhar Lohia, adoptive father of Sheo Bhagawan Lohia, and (3) Mt. Lachhl Debi, widow of late Sheo Bhag­wan Lohia. All these plaintiffs belong to a joint Hindu family, of which plaintiff 1 is the Karta. They sued for specific performance of a contract and re-conveyance of a land measuring 1 bigha, S kathas and 5 lechas, described in the schedule to the plaint. Coupled with that relief, they also prayed for payment of compensation amounting to Rs. 30,000/-, and for permanent injunction, both mandatory and prohibitory, restraining the de­fendants from shifting a daily bazar to another site and constructing permanent structures, and also for demolition of certain permanent structures already standing on the land. (2) The admitted case of both the Parties is that the land in suit, covered by old patta No. 95 of Tinsukia., mouza: Rangagora, of Dibrugarh Sub­division, corresponding to new patta No. 165 of Tin­sukia Town, belonged to late Murlidhar Lohia, owner of the firm of M/s. Chunilal Murlidhar. This gentleman, on 22-3-21, executed a deed of gift (Ex. C) in favour of the then Tinsukia Union. He did so with the object of perpetuating the memory of his deceased father, Chunilal Lohia, and for the purpose of holding a daily bazar on the land, to be named after his father, as Chunilal Lohia Bazar. The land was granted to the donee with full benefit of the rights and privileges which the grantor possessed in the land, and all the estate, right, title and interest belonging to the grantor therein was demised in favour of the grantee free of all encumbrances. The grantee was also under the terms of the grant, entitled to enjoy the land and premises and receive rents and profits thereof without any let or hindrance or demand whatso­ever from the grantor or any one claiming for or under the grantor. It was, however, subject to three material con­ditions which may be set out at this stage. The grantee was also under the terms of the grant, entitled to enjoy the land and premises and receive rents and profits thereof without any let or hindrance or demand whatso­ever from the grantor or any one claiming for or under the grantor. It was, however, subject to three material con­ditions which may be set out at this stage. The first condition v/as that if at any time thereafter a daily bazar ceased to be held on the piece of land granted and conveyed under the terms of the docu­ment and was removed to or held on another site, in that event the grantee was, at his own cost and expense and at the request of the grantor, to re-convey the land to the grantor, or as he should direct. The other condition was that the grantee was not entitled to assign, transfer, charge or in any way part with the said plot thereby conveyed, ex­cept with the consent in, writing previously obtain­ed from the grantor. The third condition was that two strips of land running through the whole length, of the eastern and western boundaries of the plot in question were to be reserved for pur­poses of two foot-paths, one on each side, the breadth of the footpath being six feet running north to south. It was also enjoined that the grantee would not grant any license or permission for the erection of any shop or building thereon. These were the three conditions mentioned in the document. It is important to notice that the defeasance clause ope­rated only in respect of the violation of the first condition. Ever since the grant, the Union con­tinued to be in possession of the land, and from time to time, as funds permitted, it proceeded to build stalls on the land for the purposes of the daily bazar. It appears that the total number of houses built thereon till 1935 was fourteen, containing 38 stalls in all. Those stalls were rented annually for seling commodities of different kinds, and the open space in the middle on both the sides of the road passing through the bazar was utilised for selling vegetables, spices and the like (Ex. 8). It appears that the total number of houses built thereon till 1935 was fourteen, containing 38 stalls in all. Those stalls were rented annually for seling commodities of different kinds, and the open space in the middle on both the sides of the road passing through the bazar was utilised for selling vegetables, spices and the like (Ex. 8). (3) Some fourteen or fifteen years after this grant, early in January, 1935, Sheo Bhagawan Lohia, who was the adopted son of Murlidhar tohia, made allegations that there was some breach of the terms of the grant. It bhould be remembered that Murlidhar Lohia himself was alive at the time; indeed he died much later sometime in July, 1945. There is no indication on the record that Murlidhar Lohia, who was admittedly the Karta of the joint family, had ceased to be the Karta during his life time, and that Sheo Bhagawan Lohia had, to all intents and purposes, taken his place as Karta. Sheo Bhagawan raised complaints of breach of the terms of the grant as one interested in the property demised. He nowhere challenged or re­pudiated the right of Murlidhar to make the grant in question or that the grant was unauthorised or to the detriment of the joint family interest. The record also does not show when the adoption of Sheo Bhagawan actually took place - whether be­fore or subsequent to the grant in question. The complaint of Sheo Bhagawan led to some corres­pondence between the parties: Sheo Bhagawan Lohia and the Chairman of the Tinsukia Union. I will have occasion to refer to this corres­pondence at a later stage. Eventually, it led to a fresh arrangement between the parties (Ex. 25). This was between Sheo Bhagawan Lohia, who claimed to be the donor of the bazar, on the one side, and the Tinsukia Town Committee on the other, the latter had by that time succeeded to the 'Union'. The matter appears to have been infor­mally discussed and settled between the Chairman and the Vice-Chairman of the Town Committee and Sheo Bhagawan, and the terms were reduced, into writing before their adoption by a resolution of the Town Committee. It may be observed here that Sheo Bhagawan himself was then a member of the Town Commit­tee, and the Vice-Chairman was his own natural brother, Durga Datta Lohia, also the natural father of the present plaintiff 1. It may be observed here that Sheo Bhagawan himself was then a member of the Town Commit­tee, and the Vice-Chairman was his own natural brother, Durga Datta Lohia, also the natural father of the present plaintiff 1. The terms of this new arrangement between the parties were embodied in a document, which is Ex. 25 in the case. By virtue of this document, fresh conditions were imposed almost replacing or super adding the terms of the original grant. The details of this arrangement will be adverted to later. This was on 8-2-36; and later this agreement appears to have been ratified by a resolution of the Tinsukia Town Committee on 13-2-36. The members present in that Committee meet­ing were - (1) the Chairman, Sri S. Borooah who is also at present the Chairman of the defendant Union Board and has been examined on behalf of the plaintiffs, (2) the Vice-Chairman, Sri Durga Dutta Lohia, and (31 Sri Sheo Bhagawan. There were two other members present - Mr. H. M. Humespry and Mr, M. D. Kapur. Under the terms of the agreement, the Tinsukia Town Committee agreed to share half of the income accruing from the stalls constructed on the land with Sheo Bhaga­wan Lohia; and it is in respect of this income that the plaintiffs have claimed compensation to the tune of Rs. 30.000/-. It may be further noticed at the outset that one of the conditions of the new arrangement was that in case of violation of any of the terms of this new arrangement, the Town Committee would be liable, at its own cost and expense, to re-convey the land to the donor. The plaintiffs have, there­fore, founded their suit on the basis of this docu­ment and they claim both recovery of possession, and compensation, as also the other reliefs of in­junction, as stated above. (4) The case of the plaintiffs is that the de­fendants have removed the daily bazar to another site in the neighbourhood, that they have violated the terms of the agreement in various other res­pects and that although they paid the income ac­cruing from the stalls, till the end of March, 1943, they have made no payment thereafter. They have thus incurred forfeiture of the grant. They have thus incurred forfeiture of the grant. The Tin­sukia Town Committee in 1937 came to be replaced by the Tinsukia Municipal Board, who became its successor-in-interest, and accordingly the said Muni­cipal Board and the Chairman thereof have been sued as defendants in the action. The main ground on which the suit has been resisted by the defendants is that no suit could lie on the basis of the agreement of 8-2-1936, on which the plaintiffs rely; because - (i) there was no con­sideration for this agreement, and (ii) the docu­ment not having been registered, as required by the law, it could not be taken in evidence for any purpose. No claim could be founded on such a document. The defendants further denied that at any stage they conceived the idea of removing the daily bazar to another site in the neighbourhood. What happened was that when the bazar began to deve­lop, the defendant Board acquired a piece of land adjoining the land in dispute, and some portions of the daily bazar spread over to that land. The suit land was practically occupied by stalls, some of them being even open stalls and shops, and goods were sold in those stalls. (5) A number of issues were framed in the suit, to which it is not necessary to refer. The learned Subordinate Judge who tried it, found all the issues in favour of the plaintiffs, except one, namely, that the bazar had been shifted to another site, as alleged by the plaintiffs. The learned Subordinate Judge, therefore, decreed the plaintiffs' suit for compensation, but refused the claim for re-conveyance of the property and for recovery of possession. He also ordered the defendants to render true and proper account of the income derived from the closed-door stalls standing on the land, during the period commenc­ing from April, 1943 till the date of institution of the suit. This direction was evidently given in spite of the absence of any such prayer for account­ing in the plaint. The defendants have, therefore, presented this appeal, and there is a, cross-appeal on behalf of the plaintiffs. (6) The very first question, therefore, which arises for adjudication in this appeal, is - whether there was lawful consideration for the agreement of 8-2-1936, as embodied in Ex. 25. It is the case of the defendants that there was no consideration for this agreement at all. (6) The very first question, therefore, which arises for adjudication in this appeal, is - whether there was lawful consideration for the agreement of 8-2-1936, as embodied in Ex. 25. It is the case of the defendants that there was no consideration for this agreement at all. Sheo Bhagawan Lohia was not the donor of the land; it was Murlidhar who had executed the deed of gift in favour of the defendants, and Sheo Bhagawan Lohia, as such, has no locus standi to raise any dispute whatsoever, real or supposed, in the life time of Murlidhar who himself never objected to any action of the Munici­pality as amounting to any breach of the terms of the grant. It has also been argued that the claim put for­ward by Sheo Bhagawan Lohia as to the alleged breach of the conditions was absolutely vague and indefinite; it was only a vexatious and frivolous claim for which there could have been, in law, no cause of action, and he gained an undue and mala fide advantage over the Union by making it agree to these terms. It was, therefore, not a bona fide settlement of any real or genuine dispute between the parties, but was almost in the nature of a black­mail, and that it was ratified by a Committee of the 'Union' in which Sheo Bhagawan Lohia and his natural brother, who was the Vice-Chairman, had a dominating voice. It is contended that these facts are apparent on the face of the record and, therefore, the Court is bound to take notice of these factors in deciding whether or not there was really a bona fide settle­ment of dispute by virtue of this agreement be­tween the parties. The position cannot be doubted that if an agreement is in settlement of a bona fide dispute between the parties, the settlement of the dispute itself is a good consideration for the con­tract. This is obviously so, because in every case of compromise, the right will be on one side or the other, and, therefore, if at the time of entering into the agreement, the parties bona fide come to a certain arrangement in settlement of their dispute, that settlement would be binding on them. This is obviously so, because in every case of compromise, the right will be on one side or the other, and, therefore, if at the time of entering into the agreement, the parties bona fide come to a certain arrangement in settlement of their dispute, that settlement would be binding on them. It cannot be questioned at a subsequent stage merely on the ground that if the case of the par­ties had come to be examined closely by a Judicial Tribunal, it would have been found that one party had nothing to lose, and that, therefore, the agree­ment should be annulled on that account. What one has to look to is the state of circum­stances which existed at the time of the agreement in question, and if the circumstances indicate that the parties had come to a bona fide settlement and acted in good faith in relation to each other, then there is no reason why the Court should not affirm and uphold that agreement. But, at the same time, if the mala fides are 'apparent from the circumstances themselves and it is clear from, the record that there could have been no genuine settlement of any dispute between the parties, then the Court cannot lend its authority in support of such an agreement. It was pointed out by Jwala Prasad J. in Jagdam Sahay v. Rupnarain Mahton, AIR 1924 Pat 736 (A) that "the Courts recognise the rule of equity as to agreements by way of compromise particularly in family arrangements and agreements entered into with good faith, honest intentions and full disclo­sures between the members of a family. The ad­justment of the rights among themselves will not be disturbed because it is founded upon a supposi­tion which ultimately turns out to be incorrect." The same principles emerge from the decisions in Jagat Kishore v. Hemendra Kishore, AIR 1935 Cal 263 (B); Central Co-operative Bank Ltd Barh v Dasrath Pandey, AIR 1940 Pat 406 (C)'; "U. P Govt. in Nazul Department, Lucknow v. Church Missionery Trust Association Ltd., London and Allahabad". AIR 1948 Oudh 54 (D), and also the decision in 'Ponnammal v. R. Srinivasa-rangan', (S) AIR 1956 SO 162 (E). in Nazul Department, Lucknow v. Church Missionery Trust Association Ltd., London and Allahabad". AIR 1948 Oudh 54 (D), and also the decision in 'Ponnammal v. R. Srinivasa-rangan', (S) AIR 1956 SO 162 (E). In the last mentioned case, his Lordship Sinha J. quoted, with approval, the dictum of Romilly M. R in 'Lawton v. Campion', (1854) 18 Beav 87 (F) : "The validity of a compromise or family arrangement of disputed rights depends on the facts existing at the time, and will not be affected by subsequent judicial determinations, showing the rights of parties to be different from what was sup­posed, or that one party had nothing to give up." (7) Mr. Guha appearing for the appellants naturally submits to these well-established princi­ples of law; but at the same time he urges that it is very necessary to consider in each case whether the transaction impeached was in settlement of a bona fide dispute between the parties. This ques­tion of bona fides has to be answered in the light of the circumstances found to exist at the time when the settlement came into being. In this connec­tion, I emphasise on the very important observa­tions of Bowen L. J. in Miles v. New Zealand Alford Estnte Company (1886) 32 Ch D 266 (G). The noble Lord there stated the principles thus: "It seems to me that if an intending litigant bona fide forbears a right to litigate a question of law or fact which it is not vexatious or frivolous to litigate, he does give up something of value. It is a mistake to suppose it is not an advantage, which a suitor is capable of appreciating, to be able to litigate his claim, even if he turns out to be wrong. It seems to me it is equally a mistake to sup­pose that it is not sometimes a disadvantage to a man to have to defend an action even if in the end he succeeds in his defence; and I think, therefore, that the reality of the claim which is given up must be measured, not by the state of the law as it is ultimately discovered to be, but by the state of the knowledge of the person who at the time has to judge and make the concession. Otherwise, you would have to try the whole cause to know if the man had a right to compromise it, and with re­gard to questions of law, it is obvious you could never safely compromise a question of law at all." This dictum was adopted by the Privy Council in - 'Jayawickreme v. Arnarasuriya', 1938 AC 869-(AIR 1918 PC 287) (H). Mr. Guha has referred in this connection also to a single Judge decision of the Lahore High Court in "Chunilal v Maul? Bakhsh" AIR 1936 Lah 6 (I), where the learned Judge held, on the facts of that case, that 'he claim was vexatious and so fell within the excep­tion to the rule indicated above. The learned Judge observed that "the threat of bringing a false suit is really a form of blackmail, and cannot be regarded as good consideration for the contract". The contract was accordingly held to be void. The correctness of the observations of the learned Judge, in my opinion, cannot be gainsaid; otherwise, the significance of the expression "bona fide settlement of dispute" would be completely lost if, in every case, the Court had to assume that there was such a settlement and, therefore, a good consideration for the contract. It is, therefore, necessary to examine the evidence to consider whether, in the present case, there was such a bona fide settle­ment: in other words, whether the claim put for. ward by Sheo Bhagawan was not frivolous and vexatious, and the settlement relied upon other­wise mala fide. (8) The earliest relevant material on record is a letter, Ex. 1, dated 19-1-1935, written by Sheo Bhagawan Lohia (as managing partner of the firm of Chunilal Murlidhar) to the Chairman of the Tinsukia Union. ward by Sheo Bhagawan was not frivolous and vexatious, and the settlement relied upon other­wise mala fide. (8) The earliest relevant material on record is a letter, Ex. 1, dated 19-1-1935, written by Sheo Bhagawan Lohia (as managing partner of the firm of Chunilal Murlidhar) to the Chairman of the Tinsukia Union. In this letter, he refers to the grant of the disputed land having been made by his father, Murlidhar Lohia, subject to the Union strictly complying with the conditions - (1) that the said plot of land should be used by the Union for the purpose of a daily bazar, and (2) that the Union should reserve, out of the said plot, two strips of land for the purpose of two foot­paths, each footpath to be of six feet width, runn­ing north to south on each side of the eastern and the western boundaries, and that the Union was not to grant any license or permission for the erection of any shop or building thereon. Sheo Bhagawan Lohia complained in that letter that there had been a breach of the con­ditions, and called upon the Union to quit the land and to deliver vacant possession thereof within a month from the date thereof. It is not indicated, in what manner there had been a breach of the conditions, and no specific details are given. This is followed by another letter, dated 4-2-1935 (Ex. 2), which again has been written by Sheo Bhagwan Lohia to the Chairman of the Union. It is in reply to some letter received from the Chairman of the Union, which has not been produced before us. In fact, none of the letters sent by the Union have been produced by the plaintiffs. In this letter, the writer again says that there has been a breach of the conditions and insists upon the Union's quitting the land and delivering vacant possession thereof. It is to be gathered from- this letter that the Chairman of the Union, in his reply, appears to have stated that whatever had been done by the Union was done with the consent of Babu Murli­dhar Lohia, the grantor. This letter again gives no details of the breach nor does point to any concrete instances. This is followed by another letter (Ex. This letter again gives no details of the breach nor does point to any concrete instances. This is followed by another letter (Ex. 3), dated 19-2-1935, exactly a month after the first one, in which Sheo Bhagwan Lohia protests that the defendants were arranging to settle the daily bazar land and call­ing for tenders, which they had. no authority to do, and that he wanted "the land for his own purpose" and would "not part with it under any circum­stance". Indeed this appears to have been the main reason why Sheo Bhagwan Lohia. started the dis­pute, if in any sense it can be said to be a genuine dispute. The evidence shows that the bazar had develoned considerably and was continuing- to grow. The then Chairman of the Union (P. W. 1) who has been examined for the plaintiffs and who is also the present Chairman of the defendant Board and a defendant himself, has stated that the number of dealers and stall-keepers from 1921 to 1938 had increased about a hundred times, and the number of dealers and vendors was growing daily. As the endorsement shows, a copy of this letter appears to have been forwarded to the Deputy Commissioner, Lakhimpur, for his information and favourable action. Some compla.int appears to have been made to the Deputy Commissioner earlier, as may be gathered from a letter (Ex. 5) dated 11-2-1935 sent by the Deputy Commissioner to the Chairman, Tinsukia Town Committee, wherein the Deputy Commissioner invited a reference to the notice, dated 19-1-1935, served on the Committee by Sheo Bhagwan Lohia, and asked the Chairman to report about the allegations made in the notice in question. The Chairman sent a reply to the Deputy Commissioner's letter (Ex. 5)"on 26-2-1935 (vide Ex. 6), wherein he stated that it was not clear what violations were meant, but if the violations alluded to in the notice referred to a few 'jhaps' which pro­jected over the reads on the back sides of the daily bazar stalls, then the said 'jhaps' had since been removed, and the Town Committee had not broken in any manner the conditions of the grant. It is significant that in none of the letters so far sent by Sheo Bhagwan Lohia, it is at all explain­ed in what manner the breach, if any, had been committed by the Union or the Town Committee of the conditions of the grant, and the matter appears to have been kept deliberately vague. We find another letter, dated 1-3-1935 (Ex. 7) addressed by the Offg. Deputy Commissioner to the Chairman, Tinsukia Town Committee, wherein the Deputy Commissioner gave a direction to the Chairman that the Committee should see that lessees are prohibited from occupying stalls as living houses. It is not clear on what authority this direction was given by the Deputy Commissioner, but assum­ing that this direction was validly given, it had nothing to do with the breach of any of the terms of the grant. In the sequence of dates, another letter which appears to have been sent by Sheo Bhagwan Lohia to the Chairman, Town Committee, is dated 29-7-1935 (Ex. 4). Here again, the complaint was that the Chair­man had called for tenders and settled the bazar land in spite of his earlier notices to vacate the premises, and again it was insisted that the premi­ses should be vacated within two months from the date of the letter. A copy of this letter also appears to have been forwarded to the Deputy Commis­sioner. On the letter, there are certain endorse­ments made by some officer. The contents of these endorsements have not been proved by any one; but in course of arguments, references were made to the endorsements in question. These letters were exhibited on admission by the defendants. The endorsements show that some officer made an enquiry on the spot. The officer opines that there was no express term in the grant prohibiting the Town Committee from erecting any stall on the land, and that the stalls were annually settled with the highest tenderers, some of whom used to live in those stalls, and that these stalls were serving the purpose of a permanent bazar. There is some remark in the endorsement that the Town Committee was prohibited from granting licenses or permissions for erecting any shed or building on the land, and the officer thought that the terms of the grant had been violated by leasing out two plots of land out of the whole plot, one to Taflzuddin Bepari and the other to Messrs. S. Barooah and Co., who constructed their own hou­ses for their shop purposes, leaving no space for the foot-paths, as required by the grantor. These houses were, however, later acquired by the Committee, and, therefore, any complaint, on the score that other persons had acquired inte­rest in the land, obviously did not exist. The endor­sement further shows that the two foot-paths were properly maintained by the Committee except that the stall-keepers provided 'jhaps' to their respec­tive stalls, which obstructed the passage. As I said the contents of the endorsements have not been proved by the examination of the officer who made it. Plaintiffs have not examined themselves and the Chairman and Durga Dutt Lohia, who have deposed for the plaintiffs, have given no instances of the alleged violations. In any case, even this endorsement shows that at the time of the report on 6-9-35, there was no violation of any of the terms of the grant, and the footpaths were being properly maintained, and no outsider had any interest in the lands. On 14-9-35, the Chairman of the Town Com­mittee, in reply to some letter of the Deputy Com-.missioner, wrote a letter to the Deputy Commis­sioner (Ex. 8) giving the early history of the grant and the steps taken by the Town Committee in relating to the Bazar land. It also refers to the constructions made by two lessees, which were subsequently resumed by the Town Committee it­self. It also says that the two paths were still maintained, and that save and except the nominal deviation of giving licenses for constructions .to two persons, which also were subsequently resumed by the Committee, there was no other violation of any condition of the grant. The statements in this letter are probably sought to be used as admissions against the defen­dants out even as such, they do not assist the plaintiffs in indicating any specific instance of violation of the terms of the grant. What is signi­ficant, however, is the observation in this letter that in the notice, dated 19-1-1935, at the instance of Sheo Bhagwan Lohia, there was no mention of any particular breach of the conditions of the deed or grant. What is signi­ficant, however, is the observation in this letter that in the notice, dated 19-1-1935, at the instance of Sheo Bhagwan Lohia, there was no mention of any particular breach of the conditions of the deed or grant. It is also important to note the statement that Babu Murlidhar Agarwalla, the grantor, him­self in his letter dated 12-4-24, had made only a minor objection as to the height of the 'machangs' raised by the stall-keepers, but never objected about any other action of the Town Committee. The letter shuws that Sri Murlidhar Agarwalla was a member of the Union when he made the gift and continued to be so till 1931. He held the office of Vice-Chairman from 22-6-1925 to 28-1-1927. Babu Murlidhar was, therefore, cognisant of the actions taken by the 'Union' and he was alive at the time of the above correspondence. These letters have been exhibited by the plain­tiffs and, therefore, the contents thereof could be used against them, even though the contents have not been proved by any other person. After this letter of 14-9-35, there is a letter from the Deputy Commissioner (Ex. 9) to the Chairman making enquiries as to why the Town Committee had made violation of some of the conditions. Whatever this officer thought of the matter is neither relevant nor material. He has not been examined in the case, and we have no data on which he based his conclu­sions. After this letter took place the arrange­ment between the parties on 8-2-1936. (9) It is clear from the evidence that Babu Murlidhar, the grantor, had at no stage objected to the actions of the Town Committee or com­plained that there was any violation of the condi­tions of the grant entailing forfeiture thereof. It was Sheo Bhagwan who, for the first time, after about fifteen years of the grant, raised dispute as to violation of its terms, with the obvious inten­tion of taking khas possession of the Bazar, which had considerably developed by the time and on which stalls and other structures had been made by the Town Committee with a view to improve the site of the bazar. Sheo Bhagwan, therefore, had no locus standi to create any disute whatsoever so long as Murlidahr the grantor himself was there. Sheo Bhagwan, therefore, had no locus standi to create any disute whatsoever so long as Murlidahr the grantor himself was there. It is not his case that Murlidhar had authorised him to make the complaints or that Murlidhar had acted in derogation of his interest or the interest of the joint family in making the grant in question. It is obvious that Murlidhar himself did not consider that there was any pretence of a claim in the alleged complaint of violation of the terms of the grant; otherwise, there was no reason why he should not have himself complained to the Chair­man of the Tinsukia Committee. This is a very important circumstance which, at the outset, strikes a person who comes to examine the bona fides of the transaction. The letters, on the contrary, in­dicate that whatever was done by the Union or Town Committee had the approval of the grantor, Murlidhar. Besides, Sheo Bhagwan left the allegations of breach beautifully vague and never clarified the matter in any of his correspondence by referring to any concrete instance. It is obvious that he did so deliberately because he knew that there was no substance in his complaint, and he thought it more expedient to leave people guessing about it in order to gain his own ends. Then again, when we come to the actual arrangement, it is to be noticed here that the matter was informally discussed bet­ween the Chairman, the Vice-Chairman of the Town Committee, Durga Dutt Lohia, and Sheo Bhagwan Lohia himself. There was also another person, Sri K. Bargohain, the S. D. C. of Tinsukia, present, but he had no direct interest in the matter. It was in the presence of these persons that a settlement of the dispute was effected. Now, the Vice-Chairman is the natural brother of Sheo Bhagwan himself, and the natural father of plaintiff 1. He and the Chairman have both come to depose as witnesses on behalf of the plaintiffs. To ratify this settlement, there was a notice issued to the members of the Committee on 11-2-1936 (Ex. 15), giving a list of the agenda for the general meeting, to be held on 13-2-1936. The first item was 'to discuss about the dispute regarding the Choonilal Lohia Daily Bazar'. To ratify this settlement, there was a notice issued to the members of the Committee on 11-2-1936 (Ex. 15), giving a list of the agenda for the general meeting, to be held on 13-2-1936. The first item was 'to discuss about the dispute regarding the Choonilal Lohia Daily Bazar'. The evidences shows that there were six members of the Committee, but only five happened to be present, of whom the Chairman, Sri S. Borooah, was one; the others were Sri Durgadutta Lohia, Sri Sheo Bhagwan Lohia, Mr. H. M. Humespry and Sri M. D. Kapur. The minutes of the meeting merely indicate that the Committee arrived at a compromise and approved of the conditions as laid down in the second agreement, meaning the agreement embodi­ed in Ex. 25. Sri M. D. Kapur is too old to move about and, therefore, could depose in the case. The Chairman, who has given evidence, says that "the question of giving approval to the sug­gestion and agreement arrived at was not discuss­ed by votes. The matter was not put to votes of the members present". Practically the other two independent members Mr. H. M. Humespry and Mr. M. D. Kapur adopted what had been done informally and settled bet­ween the Chairman on the one side and the Vice-Chairman and Sheo Bhagwan on the other. It is obvious from the proceedings themselves that Sheo Bhagwan and his brother had an important voice in making the settlement, they themselves being member and Vice-Chairman of the Committee. Having regard to the advantageous and in­fluential position which Sheo Bhagwan and his brother, Durga Dutt, occupied in the Committee, it cannot be gainsaid that these men stood in a fidu­ciary position to the Town Committee, and their conduct in getting the agreement executed by the latter as the Chairman himself puts it, in an infor­mal discussion, has, therefore, to be strictly scru­tinised. The Court would be very astute in ex­amining the conduct of these persons while con­sidering the bona fides of the settlement which they made. The third factor is the apparently unconscionable nature of the bargain which throws a good deal of doubt upon the bona fide character of the arrangement. Here we may examine the terms of the document, Ex. 25: 1. The third factor is the apparently unconscionable nature of the bargain which throws a good deal of doubt upon the bona fide character of the arrangement. Here we may examine the terms of the document, Ex. 25: 1. That the Town Committee shall not issue leases or licenses to the Stall-Keepers in the Daily Bazar for the year 1936-37 till the stall houses are reconstructed in accordance with the revised plan drawn up and agreed upon by both parties. Description of the Revised Plan. (a) Two paths of 12' (twelve feet) width to the East and West of the Bazar shall be kept clear and unobstructed, and there should be an open space of 8' (eight feet) width between the stalls to be erected as per sketch map annexed hereto. (b) The main road of 20' (twenty feet) width Tunning from the Trunk Road through the midst of the Bazar up to the Katchujan Road shall be kept intact. (c) An open space of 36' (thirty-six feet) width to the South of the Bazar along the Trunk Road shall be kept, and no temporary or permanent sheds shall be erected therein. (d) One path of 10' (ten feet) width to the North of the Bazar joining the Eastern and Wes­tern passages of the Bazar shall be made. 2. That except in the cases noted in para 3, all the stalls to be erected after the demolition of the present shed shall ordinarily be kept open without walls. 3. That for the purposes of partition of the rooms in the stalls to be re-constructed, walls may be provided not exceeding 3' (three feet) height. 4. That in case the Town Committee finds it necessary for any of the stalls to be re-erected to "be provided with full walls and doors of a perman­ent or semi-permanent nature, half of the income accruing from such stalls should go to the Donor of the Bazar land. 5. That subject to its compliance with the above conditions, the Town Committee shall have the full right of controlling and managing the Daily Bazar as before, and in case of violation of any of these conditions, the Town Committee, at their own cost and expense, shall re-convey the land to the Donor. 5. That subject to its compliance with the above conditions, the Town Committee shall have the full right of controlling and managing the Daily Bazar as before, and in case of violation of any of these conditions, the Town Committee, at their own cost and expense, shall re-convey the land to the Donor. These terms, as compared with the terms of the original grant, go a very long way to curtail the right of enjoyment of the property by the donee, as evidenced by the grant. The evidence shows that at the time of the grant, this piece of land was al­most vacant, and was valued at about Rs. 2000/-(two thousand) only. For fourteen or fifteen years, the Committee had gone on making impro­vements and additions to the property in order to make it suitable for the Daily Bazar, and the Bazar had continued to develop. On trip admission of the Chairman himself, even in 1947 the price of the land gifted would be about Rs. 10.000/- to Rs. 12 000/-; and yet. by virtue of the terms of this agreement, the plaintiffs have now laid a claim at Rs. 30,000/- for arrears of rent accruing during three years; and I understand, they have in contemplation a claim for subsequent years as well, which may be an equally huge figure. Prima facie, on the original terms of the grant, the defeasance clause applied only to one condition, namely, that if the land is not utilised for Bazar purpose, the 'Union' or its successor was to re-convey it to the donor or his heirs. Here, the evidence is all one way, namely, that the Bazar has not been shifted and that the land is being utilised for the purpose of holding the Bazar. On this document, the defeasance clause is now sought to apply to all the conditions which have been imposed, the violation of which would result in the donee transferring the pro­perty back to the donor. On this document, the defeasance clause is now sought to apply to all the conditions which have been imposed, the violation of which would result in the donee transferring the pro­perty back to the donor. It will have to be con­sidered later to what extent the document, in which a. claim is laid to the income accruing from the stalls to the extent of half the share, offends against the mandatory provisions of S. 17(i) (b), Registra­tion Act, and, as such, is inadmissible under S. 49 of the Act, For the present, I seek to point out that on the face of this document, the terms were almost in supersession of those of the previous grant. All these terms are' one-sided. Apparently, on the records, Sheo Bhagwan had nothing to lose except perhaps a mere pretence of a claim.1 to a sort of a blackmail litigation in order to grab this land which had been validly demised by his adoptive father, Murlidhar, for the purpose of commemorating the memory of his father. Even the donor, Murlidhar, who purported to divest himself of the entire interest in the pro­perty in favour of the donee, could not have subse­quently annexed such conditions of defeasance to the grant. If he had done so, the conditions would be void vide "Ram Sarup v. Mt. Bela, 11 Ind App 44 (PC) (J). The circumstances discussed above militate against the bona fide character of the transaction. That Sheo Bhagwan himself was aware that his claim to forfeiture of the gift was frivolous and vexatious, is even apparent from his own correspondence wherein he nowhere pointed, at any stage, to any definite and concrete instance of violation of the terms of the grant, except mak­ing a vague assertion to that effect. It is also apparent that he and his brother took full advantage of their position in the Town Com­mittee to bring about the arrangement in question with a view to benefit themselves to the utter pre­judice of the Committee. It is, therefore, difficult to uphold, on the circumstances of this case, the claim that there was good consideration for the settlement. I hold, that the settlement was void as being without consideration, and there was, in truth, or substance, no settlement of any bona fide dispute between the parties. It was a nudum pactum. It is, therefore, difficult to uphold, on the circumstances of this case, the claim that there was good consideration for the settlement. I hold, that the settlement was void as being without consideration, and there was, in truth, or substance, no settlement of any bona fide dispute between the parties. It was a nudum pactum. (10) But the more serious and insuperable objection is the non-registration of this document (Ex. 2?). Mr. Lahiri has very strenuously urged that the document did not require registration al all. His contention is specially based on the interpretation of cl. 4 of the document; and he urges that this term amounts only to a personal covenant between the parties, for which no registration is required. He contends that the income from the stalls which was to be shared between Sheo Bhag­wan and the Town Committee, was in the nature of a contingent interest, having nothing to do with the land and that it is only when the stalls came to be re-erected that this agreement between the parties was to operate upon the income derived from the stalls. It was, therefore, not in the nature of transfer of interest in any immovable property. He even suggests that this clause can be enforced apart fro2ii the other terms in the document, even if they be read as creating or limiting interest in immo­vable property and, therefore, necessitating regis­tration. He has referred, to several cases on the point, which I do not think it necessary to discuss. Those cases are clearly distinguishable. Whether or not the terms of this document purport to limit, extinguish, or create any interest in immovable pro­perty, will depend upon the interpretation of the terms themselves. The word "immovable property" has been de­fined in the Registration Act. It includes "bene­fits arising out of land" and things attached to the earth and permanently fastened to anything so attached. It is, therefore, to be seen if the clause confers any benefit arising out of land. In the first place, cl. 4 of the document cannot be isolated from the other terms thereof for the purpose of determining whether or not the document had to be registered. Clause (4) is bound up with cl. (1) and has to be read along with the other terms. In the first place, cl. 4 of the document cannot be isolated from the other terms thereof for the purpose of determining whether or not the document had to be registered. Clause (4) is bound up with cl. (1) and has to be read along with the other terms. Evidently the terms in the document very' clearly point to the conclusion that they limit the right of enjoyment of the immovable property by the donee, and that new conditions were sought to be imposed upon its right of enjoyment, which did not exist previously. But even if we turn to consider cl. (4), by itself there is no manner of doubt in my mind that it creates an interest in immovable property in favour of the donor, there­by limiting or extinguishing the interest in the property of the donee. The stalls are stalls on the land. The income derived from the stalls which were to be erected on the land was income derived from the land; it does not refer to income from rents or profits already accrued, in which case, it may not be regarded as benefit arising out of land; but it refers to income which is to accrue for all times in future, and, therefore, it must be income from the land itself. The donee had I the right to make the constructions it liked and [to earn the income which it got from the stall-keepers; but now, by reason of this clause, it is 1 to share this income with Sheo Bhagwan and his heirs. There can be no doubt, therefore, that this is a transfer of interest in immovable property it­self. Under S. 17 (1) (b), Registration Act, all non-testamentary instruments which purport or operate to create, declare, assign, limit or extin­guish, whether in present or in future, any right, title or interest, whether vested or contingent, of the value of one hundred rupees and upwards, to or in immovable property, require ' to be registered. The deed of gifts itself was a registered docu­ment, and the fresh arrangement of February, 1936, inasmuch as it purported to vary substant­ially' the terms of the original grant, also required to be registered; otherwise it would be hit by S. 17 (1) (b), Registration Act. In "M. E. Moola Sons Ltd v Official Assignee, Rangoon 63 Ind. App. 340' at page 353: (AIR 1936 PC 230 at pp. In "M. E. Moola Sons Ltd v Official Assignee, Rangoon 63 Ind. App. 340' at page 353: (AIR 1936 PC 230 at pp. .233-234) (K), the Privy Council quoted with ap­proval, a passage from the judgment of the Madras High Court in Mangalsamy Devar v. Subbiah Pillai, ILR 34 Mad 64 (L), where a mortgage of future rents in respect of plaintiff's share in certain land was held to be inadmissible in evidence for want of registration. Their Lordships of the Privy Council observed thus: "In the course of a careful and accurate dis­cussion of the question, it was said: 'The ques­tion is whether future rents payable in respect of land are benefits to arise out of land. It has never been doubted that a lease by a Zamindar or a transfer by him of the zamindari interest, which is generally the right to the melvaram, is a trans­fer of immovable property. If the assignment is, however, of an arrear of rent, the benefit has al­ready arisen out of the land is, therefore, outside the definition of immovable property. It has been held that a lease of a right to market dues upon a certain land requires registra­tion as an instrument dealing with a benefit to arise out of land, though the profits which have already accrued from a lambardar were held not to fall within the definition of immovable property. The decision in Venkaji Babaji v. Shidamapa Balapa Desai, ILR 19 Bom 663 (M) seems, almost exactly, to cover the present case. There, a right to assessment due upon certain land was assigned by an unregistered instrument. It was held that the instrument required registration as the assess­ment had not accrued due at the date of the as­signment, but was only to become due in the fu­ture". It follows, therefore, that the interest which cl. (4) of the document purported to create, was in­terest in immovable property. (11) The learned Subordinate Judge was of the contrary opinion and held that Ex. 25 was ad­missible in evidence. He thought that the docu­ment simply laid down certain terms that in the event of defendants' constructing shop houses on the suit land and realising rents and profits, half of the income so derived would go to the plaintiffs. (11) The learned Subordinate Judge was of the contrary opinion and held that Ex. 25 was ad­missible in evidence. He thought that the docu­ment simply laid down certain terms that in the event of defendants' constructing shop houses on the suit land and realising rents and profits, half of the income so derived would go to the plaintiffs. He opined that the possession of the property in suit remained with the defendants and it was not to be interfered with, nor did the plaintiffs reserve any right to settle the houses which were to be constructed in future or to collect rent therefrom, and if no houses were to be constructed by the defendants, the plaintiffs would have no claim to any amount against the defendants. Therefore, in the view of the learned Subordi­nate Judge, the document did not purport or operate to create, declare or assign any right, title or interest in the land, either in the present or in future; Whatever right was to accrue was to come into existence after the defendants' construction of houses on the suit land and defendants' deriv­ing rents and profits therefrom. This line of rea­soning purports to make a distinction between the interest in the land and the interest in the houses or stalls which were to be constructed on the land, and the learned Subordinate Judge probably is of the view that the income which is to accrue from these stalls is, therefore, not income derived from the land itself. I regret I am unable to accept this line of rea­soning. It clearly affects the enjoyment of the land itself by the donee. The donee had a right to construct houses or stalls on the land and to settle them with shop-keepers and to enjoy all the income which it derived by this method. Now, its rights of enjoyment of the property were limited or extinguished by this clause, and it had to share half of the profits so derived with Sheo Bhagawan. Pro tanto there was a creation of interest in favour of Sheo Bhagwan as well. That being so, I cannot understand how the mischief of S. 17 (1) (b), Registration Act could be avoided even in res­pect of this term in the document. The learned Subordinate Judge was. Pro tanto there was a creation of interest in favour of Sheo Bhagwan as well. That being so, I cannot understand how the mischief of S. 17 (1) (b), Registration Act could be avoided even in res­pect of this term in the document. The learned Subordinate Judge was. therefore, in error in assuming that the document was a valid contract which could be enforced against the defendants without its being registered. (12) It has been also suggested that the de­fendants, having ratified the terms of the docu­ment and having acted upon it; in other words, they having continued to pay to the plaintiffs half the income derived upto March, 1943, were now estopped from pleading that the document was not enforceable as a valid contract. The rule of estoppel cannot be invoked in a case where the claim is founded upon a document which is not enforceable under the statute. So long as the parties had not to come to Court, it may be that the defendants continued to pay the income, and the plaintiffs enjoyed the same; but when the document has been repudiated, it is now for the Court to consider whether or not it can be acted upon, and the principle of estoppel cannot, therefore, be invoked to defeat the plain provisions of a statute. There are innumerable decisions on the point. See Jagadbandhu Saha v. Radha Krishna Pal, ILR 36 Cal 920 (N), Thakur Umrao Singh v. Thakur Lachman Singh, 38 Ind App 104 (PC) (O), G. H. C. Ariff v. Jadunath Majumdar, 58 Ind App 91 ; (AIR 1931 PC 79) (P) and Kampta Singh v. Chaturbhuj Singh, 61 Ind App 185 : (AIR 1934 PC 98) (Q). The decision of the Privy Council in Surajmull Nagoremull v. Triton Insurance Co. Ltd. 29 Cal WN 893 : (AIR 1925 PC 83) (R) is of special signifi­cance. In that case, before the High Court, there was no point taken that the document in question before their Lordships was inadmissible in evidence on account of its not being stamped under S. 7, Indian Stamp Act, which requires that agreements of certain kinds shall not be valid unless the same are expressed in writing and duly stamped. The matter came to be considered for the first time by the Privy Council, and it was suggested that the point could not be taken at that late stage. The matter came to be considered for the first time by the Privy Council, and it was suggested that the point could not be taken at that late stage. Their Lordships, however, repelled that suggestion. They observed ( (vide p. 895 of Cal WN): (at p. 84 of AIR) ibid): "The suggestion may be at once dismissed that it is too late now to raise the section as an answer to the claim. No Court can enforce as valid that which competent enactments have declared shall not be valid, nor is obedience to such an enactment a thing from which a Court can be dispensed by the consent of the parties, or by a failure to plead or to argue the point at the outset. The enactment is prohibitory. It is not con­fined to affording a party a protection, of which he may avail himself or not, as he pleases. It is not framed solely for the protection of the revenue and to be enforced solely at the instance of the revenue officials, nor is the prohibition limited to cases f of which a penalty is exigible. The expression of an agreement for sea insurance, otherwise than in a policy, is a thing forbidden in the public interest, and the statutory insistence on a policy is no mere collateral requirement or prescription of the proper way of making such an agreement. To allow the suit to proceed in defiance of S. 7 would defeat the provisions of the law laid down therein." The principle of estoppel, therefore, is of no assist­ance to the plaintiffs. It may be that the de­fendants continued to pay for some time the in­come derived from rent of the stalls in question, but that does not give any right to the plaintiffs, which should be enforced in a Court of law on the basis of a document which required registration and had not been so registered. The Court cannot look at the document for any purpose, and much less could it do so in support of a claim of this-nature founded on the document itself. The claim therefore, of the plaintiffs must fall on this account as well. (13) Incidentally, a question of limitation has also been raised in the suit. The plaintiffs have claimed in the suit a decree for Rs. The claim therefore, of the plaintiffs must fall on this account as well. (13) Incidentally, a question of limitation has also been raised in the suit. The plaintiffs have claimed in the suit a decree for Rs. 30,000/- against the defendants, and they have also claimed for eviction of the defendants from the land in ques­tion on the ground of breach of the terms of the agreement in question. It is contended for the appellants that the claim for realisation of profits from immovable property, falls under Art. 109, Li­mitation Act, and if the cause of action is based on breach of contract, it would come under Art 113 of the Act. The learned Subordinate Judge was of the view that Art. 120 applied to the case and, therefore, the claim in either case was not barred. On the admit­ted case of the plaintiffs, the defendants paid the dues up till the end of March, 1943, and, thereafter they stopped payment. The suit itself was filed on 17-11-47 beyond three years from the date when the defendants stopped payment. There is force in the contention of the appellants that there was no relationship of principal and agent between the parties even if the terms of the agreement in ques­tion are held to be enforceable. All that the document says is that the donor would be entitled to "half of the income accruing from the stalls" in question. The defendants, therefore, were under no obligation to collect and pay the income to the plaintiffs on the plain terms of the document, and the plaintiffs, if at all, had as much right to collect their share of the income as the defendants themselves. So, if it were found that the defendants had wrongfully received the plaintiffs' share of the profits, in that case alone the plaintiffs could recover the amount. It is, therefore, difficult to hold that, in the circumstances of the case, Art. 120, Limitation Act applied, as held by the learned Subordinate Judge; on the contrary, I am inclined to accept the appel­lants' contention that Art. 109 or Art. 113 applies to the case. The cause of action alleged is breach of contract embodied in an unregistered instru­ment. But we think it unnecessary to decide the question finally in view of our decision on the other two points earlier. The cause of action alleged is breach of contract embodied in an unregistered instru­ment. But we think it unnecessary to decide the question finally in view of our decision on the other two points earlier. The learned Subordinate Judge had no power to direct accounting when it was not the claim of the plaintiffs either. (14) We hold that in any case, the suit of the plaintiffs has to be dismissed. The judgment and decree of the learned Subordinate Judge are, there­fore, set aside. The cross-objection fails and is dis­missed. The plaintiffs' suit is dismissed with costs throughout. (15) DEKA, J. - I agree. D.R.R. Appeal allowed.