N. G. SHELAT, J. ( 1 ) MR. Oza the learned advocate for the plaintiff-appellant contended that the defendant has not challenged the legality of the agreement in the trial Court as was sought to be urged before the first appellate Court and consequently the learned District Judge was in error in allowing such a point to be raised for the first time in appeal. He invited a reference to 0 6 R. 8 of the Civil Procedure Code which provides that where a contract is alleged in any pleading a bare denial of the same by the opposite party shall be construed only as a denial in fact of the express contract alleged or of the matters of fact from which the same may be implied and not as a denial of the legality or sufficiency in law of such contract. He also referred to the provisions contained in 0. 8. R. 2 of the Civil Procedure Code which provided that the defendant must raise by his pleading all matters which show the suit not to be maintainable or that the transaction is either void or voidable in points of law and all such grounds of defence as if not raised would be likely to take the opposite party by surprise or would raise issues of fact not arising out of the plaint as for instance fraud limitation release payment performance or facts showing illegality According to him no such plea was raised and the fact that the contract was taken was not at all in dispute. It was therefore not permissible to the first appellate Court to allow any such point touching the legality of any contract in law. In support thereof be relied upon the two decisions. The first is the case of Guljarkhan Abdul Gafurkhan Satguro v. Husenkhan Vaidkhan Sarguro 39 Bom. L. R. 917. In that case it was held that as the point that the suit was under sec. 53 of the Transfer of Property Act was not pleaded as it ought to have been under Order 8 R. 2 of the Civil Procedure Code the lower appellate Court was wrong in allowing it to be raised before it. Another case relied upon was of Kalyanpur Lime Works Ltd. v. State of Bihar and another A. I. R. 1954 S. C. 165. Another case relied upon was of Kalyanpur Lime Works Ltd. v. State of Bihar and another A. I. R. 1954 S. C. 165. In that case it was held that the question could not be allowed to be raised at the time of the arguments when the plaintiff-lessee had no opportunity to adduce evidence upon the question of fact whether the lease was signed on behalf of the Government. Now so far as this case is concerned the point was sought to be raised for the first time in the Supreme Court and as would appear from the judgment itself it involved questions of fact as well to be gone into before considering the point of law sought to be raised in the matter. On a reading of 0. 8 R. 2 itself it appears that a point of law would not be allowed to be raised if by raising such a point the opposite party is taken by surprise or would raise issues of fact not arising out of the plaint. In those circumstances it would be no doubt perfectly proper to say that no such point can be allowed to be raised. But when on the facts admitted or established beyond any controversy in any matter if a point of law is sought to be raised it appears well settled that it can be allowed to be raised even in second appeal. In the case of The Official Liquidator of M. E. Moola Sons Ltd. v. Perin R. Burjorjee A. I. R. 1932 Privy Council 118 it was held as under:-WHEN a question of law is raised for the first time in a Court of last resort upon the construction of a document or upon the facts either admitted or proved beyond controversy it is not only competent but expedient in the interests of justice to entertain the plea. The expediency of adopting the course may be doubted when the plea cannot be disposed of without deciding nice questions of fact in considering which the Court of ultimate review is placed in a much less advantageous position than the Courts below. But the course ought not in any case to be followed unless the Court is satisfied that the evidence upon which they are asked to decide establishes beyond doubt that the facts if fully investigated would have supported the new plea. But the course ought not in any case to be followed unless the Court is satisfied that the evidence upon which they are asked to decide establishes beyond doubt that the facts if fully investigated would have supported the new plea. The same view has been expressed in the case of M. K. Ranganathan and another v. Govt. of Madras and others A. I. R. 1955 S. C. 604 where it has been observed that a respondent may rightly be allowed to raise a question even at appellate stage when it is a pure question of law. It follows therefrom that if on admitted facts as they stand on the record or on established facts beyond any controversy it is possible to raise any contention which is a pure question of law there is nothing which comes in the way for the Court to allow such a point to be raised in second appeal. In fact this point was raised in the memo of appeal in the lower appellate Court and was urged and has come to be decided by the learned District Judge. ( 2 ) AS already pointed out here above the suit as it is based on this agreement Ex. 27 dated 12-556 and on no other document. That is revealed in the plaint itself. It refers to this document as a contract having been entered into between the parties and it is on account of the breach of one of the terms of that contract that the claim for damages is made against the defendant. What was attempted to be urged by the learned advocate for the appellant was that if such a point was raised it would have been possible to bring in the tender of the defendant the acceptance letter given by the Committee or even the Resolution passed by the Committee and since all those things would have constituted valid agreement which they could have brought on record if such a point were raised they cannot be allowed to raise such a point without the same having been raised in the written statement or in the trial Court. I have already pointed out that the plaint makes an unequivocal reference to this contract and this contract alone the basis for the suit. I have already pointed out that the plaint makes an unequivocal reference to this contract and this contract alone the basis for the suit. Since that contract is reduced to writing the previous offers and acceptance letters lose all importance and the only contract between the parties is a written contract which thenceforth becomes exclusive evidence of the terms of the contract. In Messrs. Ralli Brothers Ltd. v. Firm Messrs. Bhagwandas Parmeshri Dass A. I. R. 1945 Lahore 35 it was held that when a contract of sale of goods has been embodied in a written deed the previous offers and acceptances lose all importance and the only contract between the parties is the written contract. The previous offers and acceptances are merely stages in the negotiations between the parties. In other words the tender and the acceptance of the tender which took place prior to the execution of agreement by the defendant came to merge in the agreement itself and it is an agreement which became the contract as contemplated under sec. 10 of the Indian Contract Act. ( 3 ) SEC 10 of the Contract Act provides as under:-10 All agreements are contracts if they are made by the free consent of parties competent to contract for a lawful consideration and with a lawful object and are not hereby expressly declared to be void. Nothing herein contained shall affect any law in force in India and not hereby expressly repealed by which any contract is required to be made in writing or in the presence of witnesses or any law relating to the registration of documents. ( 4 ) IN other words the first part of sec. 10 is restricted by the second paragraph which enacts that nothing contained in the Act shall affect any law in force which requires the contract to be made in writing or in the presence of witnesses or under any other law. Now in this connection it will be worth noting that an agreement enforceable by law is a contract and an agreement not enforceable by law is said to be void as explained in the interpretation clauses (g) and (h) of sec. 2 respectively. It follows therefore that an agreement becomes a contract when it is-enforceable by law. The question then is as to whether the present agreement Ex. 27 was enforceable at law. 2 respectively. It follows therefore that an agreement becomes a contract when it is-enforceable by law. The question then is as to whether the present agreement Ex. 27 was enforceable at law. For that one has to turn to the provisions contained in sec. 10 of the Act. Sec. 10 of the Bombay Agricultural Produce Markets Act runs thus:-10 (1) Every contract entered into by the Market committee shall be in writing and shall be signed on behalf of the Market Committee by its Chairman and two other members of the Committee. (2) No contract other than a contract executed as provided in sub-sec. (1) shall be binding on the Market committee. From this it follows that before any contract becomes enforceable at law it must be a contract (i) in writing and (ii) must have been signed on behalf of the Market Committee by its Chairman and two other members of the Committee. The present contract Ex. 27 is not executed accordingly. Sub-sec. (2) of sec. 10 then says that any contract other than one executed as provided in sub-sec. (1) shall not be binding on the Market Committee. The present contract Ex 27 would not therefore be binding on the Market Committee. The effect thereof is that it is an invalid contract which cannot be enforced against the Market Committee. ( 5 ) IT was however pointed out that this sec. 10 of the Act does not say that it would not bind the other party who has executed the same. But it hardly requires to be said that every contract is a bilateral agreement which creates rights and liabilities as between the persons entering into the same. It cannot be of any unilateral character. If it is not valid and binding on one it cannot become valid and binding on the other. The case of Ahmedabad Municipality v. Sulemanji Ismalji I. L. R. 27 Bombay 618 would be well in point. It was a suit for damages for breach of an executory contract and it was a contract in respect of which formalities prescribed in sec. 30 of the Bombay District Municipal Act were not complied with. It was held that it was open to the defendant to show that it is not binding on him inasmuch as it is not binding on the plaintiff. 30 of the Bombay District Municipal Act were not complied with. It was held that it was open to the defendant to show that it is not binding on him inasmuch as it is not binding on the plaintiff. In the case of Raman Chetti v. The Municipal Council of Kumbakonam I. L. R. 30 Madras 290 a similar question had arisen and it was held that an agreement falling within the scope of sec. 45 of the District Municipalities Act is invalid if the provisions of the section have not been complied with and is not binding on either of the parties to it. The fact that such an agreement was partially acted upon cannot render it an operative contract. ( 6 ) IT was next urged that not only the contract has not been challenged in any manner in the written statement but the fact about the contract having been entered into between the parties has been admitted by the defendants and that on that basis also the liability of the defendant can well be considered in respect of that point. When a question about the validity or otherwise of the contract arises on the face of it is immaterial as to whether the contents of the contract were admitted or not by the parties concerned. Such a point came to be negatived in the case of Union of India v. B. C. Nawn (Bros.) Pr. Ltd. A. I. R. 1961 Calcutta 620. In that case it was argued that the facts stated in the memorandum and in the letter of January 15 1947 might have been admitted by the contractor from which it can be said that the contractor has admitted the factual existence of an agreement. But Their Lordships observed that it is still open to him to take the point that in law there is no enforceable agreement between the parties because the letter dated January 15 1947 which evidences the so-called contract in the instant case is not in compliance with sec. 175 (3) of the Government of India Act. Thus even that part of the argument cannot be upheld for the simple reason that the validity of the agreement on which the suit claim is based is in question and since it was not one which is enforceable at law it cannot be called a valid contract so as to bind the parties. Thus even that part of the argument cannot be upheld for the simple reason that the validity of the agreement on which the suit claim is based is in question and since it was not one which is enforceable at law it cannot be called a valid contract so as to bind the parties. It is not that only the plaintiff would not be bound by it and the defendant would be bound by it. It is void for all purposes and no action can lie on that basis. The learned District Judge was therefore right in allowing such a point to be raised and then holding that the contract was not enforceable at law so as to entitle the plaintiff to claim damages asked for in the suit. ( 7 ) IN the result therefore the appeal fails and it is dismissed with costs. Appeal dismissed. .