JUDGMENT 1. INTERESTING questions of some importance fall for determination in this appeal which arises out of the judgment passed by Ghosh, j. on the 18th of August, 1970 in a special case stated in the form of an award by the Arbitrators under the arbitration Act for the opinion of the court on the questions of law raised therein. The questions of law referred to this Court by the Tribunal of Arbitration are: " (1) Whether on a true construction of the contract dated the 29th June, 1965, and in the facts and circumstances of this cage bunge and Co. Ltd., the Seller, is liable to pay the Anglo India Jute mills Co. Ltd., the Buyer, compensation for non-delivery of the goods under the contract ? and (2) Whether on a true constructions of the case Bunge and Co. Ltd., the Seller, is liable to refund to Anglo India Jute Mills Co Ltd. the Buyer, the sum of Rs. 92,640. 13 p. being the value of the goods under the contract ?" The relevant facts found by the arbitrators and on the basis of which the questions of law have been referred to this Court for its opinion have been set out in the award in the form of a special case dated the 31st of August, 1967 submitted by the Arbitrators. The facts found and stated by the Tribunal of Arbitration in its award are binding on this Court in this proceeding. The facts material for the purpose of the appeal including the facts recorded by the Tribunal in its award may be stated. By a contract in writing No J-21265/r dated June 1965 and entered into through the Brokers M/s g. Das (Jute and Gunny Ltd.) between Anglo India Jute Mills Co. Ltd. (hereinafter referred to as the Buyer), and Bunge and Co. Ltd. (hereinafter referred to as the Seller), the Buyer agreed to buy and the Seller agreed to sell 500 bales of "pakistan Cuttings NC" at the rate of Rs. 187/- per bale, each of 400 lbs. or 181. 44 Kgs. subject to the following terms and more fully specified in the said contract: (i) Delivery-Anglo India Jute mills (Lower Mills) ; (ii) Shipment or despatch during july, 1965, (iii) Payment-Cash on presentation in Calcutta of a full bet of shipping document and insurance cover. 187/- per bale, each of 400 lbs. or 181. 44 Kgs. subject to the following terms and more fully specified in the said contract: (i) Delivery-Anglo India Jute mills (Lower Mills) ; (ii) Shipment or despatch during july, 1965, (iii) Payment-Cash on presentation in Calcutta of a full bet of shipping document and insurance cover. (iv) Transit Insurance - to be cared for by the Seller at contract rate plus 5% through buyers agency with M/s home Insurance do. Ltd. and premium to be deducted from seller's invoice. (v) Weight guaranteed at Buyers mills. The terms and conditions mentioned in the contract form as well as other terms and conditions applicable to the said contract are as per the terms and conditions of the Transferable Specific delivery Contract for Raw Jute of the east India Jute and Hessian Exchange limited, Calcutta and are subject to the bye-laws of the said Exchange for trading in Transferable Specific Delivery contract for Raw Jute in force for the time being. 2. THE Buyer forwarded to the seller a letter of Authority dated 28th of June, 1965 issued in favour of the seller by the Licensing authorities to enable them to import the said 500 bales against the buyer's import licence no. P/au/1271304. The letter of authority is in the following terms -"office of the Joint Chief Controller of Imports and Exports Calcutta. Letter of Authority subject to the conditions prescribed below. M/s Anglo India Jute Mills Co. Ltd. Calcutta holders of Licence No. P/au/1271304 dated 21. 6. 65, (hereinafter referred to as the said licence)are hereby authorised to permit M/s bunge and Co. Ltd. Calcutta (Indent or commission Agent/dealers) on their behalf to import goods and to open letter or letters of credit and make remittance of foreign exchange against the said licence to the extent of (value 500 bales), quantity five hundred bales only of the goods (description) (In bales of 180 Kgs. in each) Jute/mesta Cuttings/tangles/habijabi/mesta grade 'c' from Thiland as per the said licence. This letter of authority is issued subject to the following conditions :- (a) The person or concern in whose favour the letter of authority is issued will act only as an agent of the Licensee and the goods imported shall be the property of of the Licensee both at the time of clearance through the Customs and subsequent thereto. This letter of authority is issued subject to the following conditions :- (a) The person or concern in whose favour the letter of authority is issued will act only as an agent of the Licensee and the goods imported shall be the property of of the Licensee both at the time of clearance through the Customs and subsequent thereto. The Licensee will have to ensure that the goods on importation will be delivered to him and shall not be disposed of otherwise. The Licensee shall not cause or permit the holder of the letter of authority to dispose of the goods. (b) The holder of the letter of authority shall clearly indicate on all the relevant Customs documents including the triplicate copy of the customs Bill of entry, that the goods have been imported by him on behalf of the Licensee. The end, some it will be duly attested by the Customs Authorities. (c) The holder of the letter of authority shall not under any circumstances be entitled to any quota licence or quota certificate on the basis of such imports. The letters of authority is valid from the date of issue. Assistant Controller for Jt. Chief Controller of Imports and Exports" 28. 6. 65. SD/- The Seller established a letter of credit No. CAL/jute/65/128 dated the 23rd July, 1965 through the State bank of India and the Seller effected shipment of the 500 bales from Narayanganj per Pakistan River Steamer Ltd' s flat 'taplow with the stipulated time of shipment and obtained their bill of Leading No. NYJ/10 dated 29th july, 1965. The Buyer also arranged for the Transit Insurance through the buyer's Insurance Agents with the home Insurance Company Ltd. 3. THE Seller forwarded its invoice no. L/239/65 of the 18th of August, 1965 for Rs. 92,640. 13 p representing the value of the goods at the contract rate after giving deductions for the Bengal raw Jute Taxation, Insurance Premium and Stamp Duty on Insurance Policy. The said invoice was duly supported by the Bill of Ladig being No. NYJ/10 dated 29th July, 1965 and insurance Cover and was received by the Buyer on the 20th of August, 1965. The Buyer made the payment by cheque on 30th August, 1965 which was encashed on 2nd September, 1965. 4. The said invoice was duly supported by the Bill of Ladig being No. NYJ/10 dated 29th July, 1965 and insurance Cover and was received by the Buyer on the 20th of August, 1965. The Buyer made the payment by cheque on 30th August, 1965 which was encashed on 2nd September, 1965. 4. AS the goods did not reach the buyer's Mill in Calcutta upto the 13th september, 1965, the Buyer enquired of the Seller the whereabouts of the said goods and the Seller advised the Buyer that the Seller was making necessary enquiries and that it would communicate the result of the enquiries in due course. On or about the 20th September, 1965, the Buyer informed the Seller that under the terms of the contract the Buyer had honored its commitment of making payment against the shipping documents and called upon the Seller to deliver the goods at the buyer's Mills within a reasonable period or to refund the value of the goods paid to them. 5. THE Seller replied that the seller had performed its obligation under the contract by delivering the shipping documents and that the Seller was not liable to refund the value of the goods. 6. IT transpired at the time of hearing of the evidence of the parties that the delivery of the said goods could not be made at the Buyer's Mills because sometime after the shipment, the Government of Pakistan imposed restriction on the movement of the carrying vessel flat "taplow" as a result of which it was not possible for the goods to be brought down from pakistan to India. The buyer has inter alias claimed from the Seller compensation for nondelivery of the goods or refund of the value of the goods paid to the Seller together with interest which the Seller has repudiated. 7. THE respective cases of the parties are contained in the Statement of Case dated 21st April, 1966 of the buyer before the Tribunal Arbitration, bengal Chamber of Commerce and industry, Counter-Statement of the seller before the said Tribunal, Reply dated 17th June, 1966 of the Buyer, letter dated 11th July, 1966 from the seller to the Registrar of the said Tribunal and Rejoinder of the Seller. The case of the Buyer, the claimant before the Tribunal of Arbitration, and the case of the Seller made in their respective pleadings before the Tribunal may be briefly indicated. The case of the Buyer, the claimant before the Tribunal of Arbitration, and the case of the Seller made in their respective pleadings before the Tribunal may be briefly indicated. 8. IN the Statement of Case on behalf of the Buyer it has been stated that the invoice was duly supported by the shipping documents and was received by the claimant on the 20th of august, 1965 and the claimants made the payment by cheque on 30th August, 1965 and the cheque was encashed on the 2nd September, 1965. The Buyer has also stated that as per the contract terms the Buyer had discharged its obligation by making payment against the shipping documents and the Seller is required to fulfil its obligation under the contract by delivering the goods at the Buyer's Mills and the Seller has failed to deliver the goods. The Buyer has further stated that in case it is held that the contract has become void and impossible of performance because the trade relationship between India and pakistan had broken off, the Buyer claims that the Seller is not entitled to derive any benefit out of a void contract and that the shipping documents are no longer valid. The buyer claimed from the Seller the delivery of the goods or alternatively compensation for non-delivery of the goods which at the current market rate rs. 240/- per bale worked out to Rs. 1,20,000/- and in the further alternative die Buyer claimed refund of the sum of Rs. 92,640. 13p which the seller had realised from the Buyer with interest and also costs. In the Counter Statement filed on behalf of the Seller, the Seller contended that the contract between the parties was C. I. F. terms and the seller had discharged all its obligations under the contract and had received payment in terms of the contract after due discharge of its obligation under the contract. The Seller's case was that the mention of Lower Mills of the Buyer was only for the purpose of identifying the Mills siding and/or ghat upto which the freight had to be provided by the Seller, such freight and Insurance Premium had been included in the price, and the risk of the property in the goods passed to the Buyers when the shipping documents and the Insurance cover were made over to the buyer. The Seller's contention was that if there was any loss of the goods the buyer had to bear the same. It was the case of the Seller that the Seller was under no obligation to deliver the goods or to pay any compensation for the loss of the goods or to refund purchase price received by the Seller from the Buyer for sale of the said goods. The seller has also stated in the Counter-Statement that under conditions of the Letter of authority dated 28th of june, 1965 the goods imported were to be the property of the Licensee, that is the Buyer, at the time of clearance through the Customs and subsequent thereto and the Custom clearance takes place at Jagannath Ghat, Calcutta Port and thereafter the goods are diverted to the Mills siding and/or Ghat concerned at the direction of the Buyer's the freight up to the Mill's siding having been already provided by the Seller's under the C. I. F. contract as aforesaid. In the Counter-Statement the Seller also referred to various authorities to substantiate its case that the contract between the Buyer and the Seller was a C. I. F. contract and the property in the goods had passed, to the Buyer. In the Reply filed on behalf of the Buyer the contention of the Seller that the Seller lias duly discharged its obligation under the contract and that the contract between the parties was a C. I. F. contract was disputed. It was contended on behalf of the buyer that the property in the goods did not pass to the Buyer till the goods were delivered at the Buyer's Mills in terms of the contract. In support of the contention that the contract between the parties was not a C. I. F. contract the Seller also relied on certain decision. It was contended on behalf of the buyer that the property in the goods did not pass to the Buyer till the goods were delivered at the Buyer's Mills in terms of the contract. In support of the contention that the contract between the parties was not a C. I. F. contract the Seller also relied on certain decision. With reference to the letter of authority mentioned by the Seller in its Counter-Statement, the Buyer in its reply has stated that it is a condition of the Import Licence granted by the Government of India to the buyer that the property in the goods under the licence should be in the holder of the licence and the said condition was also incorporated in the letter of authority by the Joint Controller of exports and Imports at the time of issuing the said letter of authority and the said letter of authority in no way governs and/or alters or modifies the obligation of the Seller to deliver the goods at the Mills siding, and/or Ghat and the property in the goods could not and did not pass until delivery of the goods at the Mills of the Buyer and fulfilment of the other obligations of the Seller under the contract. In the rejoinder filed on behalf of the Seller the Seller repudiates the contention of the Buyer and reiterates the case made in its Counter-Statement and the Seller has further submitted that in the present case the buyer got the documents of title in the shape of the Bill of lading representing the entries quantity of goods and also in addition the buyer got the Insurance documents to enable the Buyer to recover from underwriter in the event of the loss covered by the policy of Insurance. 9. THE Seller has contended that the contract dated 29th June, 1965 was a C. I. F. contract and that the Seller had performed its part of the contract by delivering a full set of the shipping documents, Insurance Cover and the invoice to the Buyer. 9. THE Seller has contended that the contract dated 29th June, 1965 was a C. I. F. contract and that the Seller had performed its part of the contract by delivering a full set of the shipping documents, Insurance Cover and the invoice to the Buyer. The seller also contended that the property in the goods had passed to the Buyer and the Seller had also relied upon Clause A of the condition of the Letter of Authority which provided as follows :- "the goods imported shall be the property of the Licensee both at the time of clearance to the Customs and subsequent thereto. " the Seller has also contended that the mention of the 'lower Mills' Anglo india Jute Mills in the contract is only for the purpose of identifying the Mills siding and/or the ghat upto which freight had to be provided by the seller, such freight being included in the price of the contract and the Seller had denied that it has any obligation under the said contract which is a C. I. F. contract so deliver the goods at the buyer's Mill. 10. THE Buyer disputed the contentions of the Seller. The Buyer has denied that the contract is a C. I. F. contract or that the Seller has performed its pan of the contract by delivering the shipping documents to the Buyer or that the property in the goods had passed to the Buyer. The Buyer has also contended that the Seller was under the obligation to deliver the goods at the buyer's Mills within a reasonable time particularly taking into consideration that the Seller guaranteed the weight of the goods at the Buyer's Mills. 14. The Seller raised two questions :- (i) Whether the contract dated 29th June, 1965 between the parties was a C. I. F. contract and (ii)whether the property in the goods passed to the Buyer by reason of the terms of the Import Licence and the Letter of authority and by reason of the delivery of the Bill of Lading and the Certificate of Insurance to the Buyer against payment. The seller requested the Tribunal to state the award wholly to this Court in the form of a special case for the opinion of this court on the said questions. The seller requested the Tribunal to state the award wholly to this Court in the form of a special case for the opinion of this court on the said questions. The Tribunal was of the opinion that the following questions of law were involved in this case and referred the same for opinion of this court. "firstly whether on a true construction of the contract dated 29th june. 1965 and in the facts and circumstances of this case as stated hereinabove Bunge and Co. Ltd., the Seller, is liable to pay the Anglo India Jute Mills co. Ltd., the Buyer compensation for non-delivery of the goods under the contract ? secondly :- Whether on a true construction of the contract dated 29th june. 1965 and in the facts and circumstances of this case as stated hereinabove, bunge and Co. Ltd., the Seller, is liable to refund to Anglo India Jute Mills Co. Ltd., the Buyer, the sum of Rs. 92,640. 13 p being the value of the goods under the contract. " 11. IF this Court expressed its opinion in the first question in the affirmative and on the second questions in the negative, the Tribunal has awarded as follows :- (i) That Bunge and Co. Ltd. shall pay to Anglo India Jute Mills Co. Ltd., in lull settlement of their claim herein the sum of Rs. 92,640. 13p. (ii) That Bunge and Co. Ltd. shall pay the cost of this Arbitration which was fixed at Rs. 2839. 89 p and which was to be deducted by the Tribunal from the deposit made by Bunge and Co. Ltd. 12. IF the Court expressed its opinion on the second question in the affirmative and on the first question in the negative then the award is as follows :- (i) That Bunge and Co. Ltd. shall pay to Anglo India Jute Mills Co. Ltd. in full settlement of their claim the sum of Rs. 92,640. 13p together with interest thereon at the rate of 9% per annum from 2nd September, 1965 to the date of the award. (ii) That Bunge and Co. Ltd., shall pay the cost of the Arbitration which was fixed at Rs. 2,839. 89p and which was to be deducted by the Tribunal from the deposit made by them. 92,640. 13p together with interest thereon at the rate of 9% per annum from 2nd September, 1965 to the date of the award. (ii) That Bunge and Co. Ltd., shall pay the cost of the Arbitration which was fixed at Rs. 2,839. 89p and which was to be deducted by the Tribunal from the deposit made by them. If the Court expressed its opinion on both the questions in the affirmative then the award is (i) That Bunge and Co. Ltd. shall pay to Anglo India Jute Mills co. Ltd. in full settlement of their claim herein the sum of Rs. 92,640. 13p together with interest thereon at the rate of 9% from 2nd september, 1965 to the date of the award. (ii) That Bunge and Co. Ltd. shall pay the cost of the Arbitration which was fixed at Rs. 2839. 89p and which was to be deducted by the Tribunal from the deposit made by them. 13. IF the Court expressed its opinion on both the question in the negative then the award is as follows: (i) The claim herein of Anglo india Jute Mills Co. Lid. against bunge and Co. Ltd. is disallowed. (ii) The Anglo India Jute Mills co. Ltd. shall pay to Bunge and Co. Ltd. the cost of Arbitration which was fixed at Rs, 2839. 89p and which was to be deducted by the tribunal from the deposit made by the latter. 14. BEFORE the learned trial judge it was contended on behalf of the Seller that the contract between the parties in the instant case is a C. I. F. contract and the Seller under the said contract and duly discharged its obligation, It was submitted that on due discharge of its obligation the Seller in terms of the contract had received payment from the Buyer. It was the contention of the Seller that the Seller had no responsibility for delivery of the goods and the property in the goods had passed to the Buyer who must necessarily bear the consequences for loss of the said goods. Various decisions were cited in support of the contentions raised on behalf of the Seller. It was the contention of the Seller that the Seller had no responsibility for delivery of the goods and the property in the goods had passed to the Buyer who must necessarily bear the consequences for loss of the said goods. Various decisions were cited in support of the contentions raised on behalf of the Seller. On behalf of the Buyer it was argued before the learned trial judge that the contract in question was not a c. I. F. contract and the Seller was under an obligation to make over physical delivery of the goods at the Mills of the Buyer. It was the contention of the Buyer that the contract in the instant case was not a C. I. F. contract and was an "arrival" contract and the property in the goods did not pass to the Buyer till the goods arrived at the mills of the Buyer and were delivered in terms of the contract to the Buyer. In support of the contentions raised on behalf of the Buyer various authorities were also cited before the learned trial judge. 15. THE learned trial judge in his judgment has considered the contentions which were raised on behalf of the respective parties and he has also dealt with the decisions which were cited before him. The learned Judge for reasons stated in his judgment has come to the conclusion that the contract between the parties in the instant case is not a C. I. F. contract but is an "arrival" contract. He has further held that in the instant case the property in the goods did not pass to the buyer by negotiation of the documents of title relating to the goods. In view of his aforesaid findings the learned trial Judge has answered both the questions referred to Court in the affirmative in favour of the Buyer. Against the said judgment of the learned trial Judge and the answers given by him, this appeal has been preferred by the Seller, Bunge and Co. Ltd 16. MR. R. C. Deb, learned Counsel appearing on behalf of the appellant, has submitted that the learned trial judge went wrong in holding that the contract in question between the parties was an "arrival" contract and mot a C. I. F. contract. Mr. Ltd 16. MR. R. C. Deb, learned Counsel appearing on behalf of the appellant, has submitted that the learned trial judge went wrong in holding that the contract in question between the parties was an "arrival" contract and mot a C. I. F. contract. Mr. Deb has commented that the learned trial Judge has himself held in his judgment (at page 190 of the paper Book) that in an 'arrival' contract there is no liability of the Buyer to pay until and unless the goods arrived. He has argued that the specific stipulation in the contract in the instant case is that the payment will be made against delivery of documents and in this connection he has referred to the Payment clause in the contract (at page 8 of the paper Book) which provides "payment - Cash on presentation in Calcutta of a full set of shipping documents and insurance cover. " Mr. Deb has also drawn our attention to the following finding of the learned trial Judge (at page 199 of the Paper Book)-"delivery of Bill of Lading does not amount to delivery of the goods in the instant case inasmuch as when the goods arrive at the destination something had to be done to ensure delivery of the goods at the Mills that. This diversion of the goods from the destination named in the Bill of Lading to the contracted destination has to be done by the Seller". Mr. Deb has contended that the aforesaid finding of the learned trial judge is contrary to the admission made by the Buyer in paragraph 4 of the Statement of Case (at page 164 of the Paper Book) and also to the finding of the Tribunal in paragraph 4 of the statement of the case submitted by the Tribunal to this Court. It is Mr. Deb's contention that in view of the erroneous appreciation of facts the learned trial Judge has erred in his conclusion. Mr. Deb has further submitted that the Bye-laws which admittedly govern the contract in the instant case clearly contemplate that the contract will be implemented by presentation of documents and in this connection Mr. Deb has referred to the relevant provisions of Bye-Laws 11, 12 and 13 in Chapter IX of the Bye-laws. It is mr. Mr. Deb has further submitted that the Bye-laws which admittedly govern the contract in the instant case clearly contemplate that the contract will be implemented by presentation of documents and in this connection Mr. Deb has referred to the relevant provisions of Bye-Laws 11, 12 and 13 in Chapter IX of the Bye-laws. It is mr. Deb's contention that the Bye-Laws regulating and governing such contracts clearly contemplate and indicate that in case of import of Pakistan jute the obligation of the Seller is to make over to the Buyer the documents, and with the presentation of the documents by the Seller to the Buyer, the contract is fully implemented by the seller and the seller does not have any responsibility for physical delivery of the goods to the Buyer. Mr. Deb has argued that the delivery of the documents by the seller to the Buyer results in or amounts to delivery of the goods and although the seller may have certain other obligation under the contract after the goods had been physically delivered to the Buyer, the seller does not have any obligation in the matter of giving physical delivery of the goods to the Buyer after the Seller had made over the documents to the buyer. It is the argument of Mr. Deb that as the seller fulfils its obligation under the contract and implements the same by delivery of the documents to the Buyer, the contract specifically provides that the seller will be entitled to receiver payment on presentation of the documents. Mr. Deb has submitted that the finding of the learned trial Judge that in the facts and circumstances of this case the contract was an "arrival" contract is erroneous. Mr. Deb has next contended that on a true construction of the contract between the parties in the instant case the contract must be held to be a c. I. F. contract. It is his contention that all the requirements and elements of a C. I. F. contract are present in the instant case. Mr. Deb had submitted the C. I. F. contracts have come up for considerable in various cases and the true nature of C. I. F. contracts and the obligations of the parties in a C. I. F. contract have been enunciated in these decision. Mr. Deb had submitted the C. I. F. contracts have come up for considerable in various cases and the true nature of C. I. F. contracts and the obligations of the parties in a C. I. F. contract have been enunciated in these decision. He argues that a contract of sale C. I. F. (Cost, Insurance and freight) is contract for the sale of goods on special and well recognised terms and it is known as a C. I. F. contract, for the price which the Buyer has to pay is the cost of the goods, together with insurance of the goods during transit and the freight to the port destination. It is his argument that in a C. I. F. contract the seller has first to ship at the port of shipment goods of the description contained in the contract and he must then procure the shipping documents (contract of a freightment) as contemplated by the contract upon the terms current covering the whole transit of the goods and he must further arrange for an insurance for an amount equal to their reasonable value of shipment upon the terms current in the trade and the insurance should be for the benefit of the Buyer. The Seller has further to make out an invoice, argues mr. Deb, and the Seller is also required to tender the necessary documents to the Buyer. In support of this contention Mr. Deb has referred to various decisions and he has placed particular reliance on the following observations of Lord Atkinson in the House of lords in Johnson v. Taylor Bros. reported in (1920) A. C. 144 at page 155:- "the authorities I shall presently cite establish clearly, I think that when a vendor and purchaser of goods situated as they were in these case, entered into a C. I. F. contract such as that entered into by the parties in the present case, the vendor, in the absence of any special provision to the contrary, is bound by his contract to do six things. First, to make out an invoice of the goods sold. Second, to ship at the port of shipment goods of the description contained in the contract. Third, to procure a contract of a freightment under which the goods will be delivered at the destination contemplated by the contract. First, to make out an invoice of the goods sold. Second, to ship at the port of shipment goods of the description contained in the contract. Third, to procure a contract of a freightment under which the goods will be delivered at the destination contemplated by the contract. Fourth to arrange for an insurance upon the terms current in the trade which will be available for the benefit of the buyer. Fifthly, with all reasonable despatch to send forward and tender to the buyer its shipping documents, namely, the invoice, the Bill of lading, and Policy of assurance, delivery of which to the Buyer is symbolical delivery of the goods purchased, placing the same at the buyer's risk and entitling the Seller to payment of their prices. These authorities, are, Ireland vz. Livingston (L. R. 5 H. L. at p. 400) per lord Blackburn J, : Biddel Bros v. E. demeans Horst and Co. (1911)1 K. B. 934-962; on Appeal, E. demeans Horst and Co. v. Biddel Bros. (1912) A. C. 18; and Sharp v. Nosawa (1917) 2 K. B. 814. These cases also established that if no place be named in the C. I. F. contract for the tender of the shipping documents they must prima facie be tendered at the residence or place of business of the Buyer. " 17. MR. Deb has also placed particular reliance on the decision of the supreme Court in the case of the mahabir Commercial Co. Ltd. v. C. I. T. West bengal, reported in A. I. R. 1973 S. C. 430. Mr. Deb has submitted that in the instant case all the obligations of the seller have been discharged and the seller had in fact received payment against delivery of the documents in terms of the contract between the parties. Mr. Deb has also drawn our attention to the invoice (at page 161-162 of the paper Book) and has pointed cut that the invoice specifically mentions c. I. F. He has argued that there is a dear finding in paragraph 4 of the award that the shipping documents including the insurance had been delivered by the Seller to the Buyer who made payment against the same by cheque on 30th August, 1965. 18. MR. 18. MR. Deb has contended that the finding of the learned trial Judge that the property in goods did not pass to the Buyer upon negotiation of the documents is wrong, as the said finding is against law. It is his contention that the transfer and delivery of the Bill of lading in the facts and circumstances of this case not only passed the property in the goods covered by the Bill of Lading but. also amounted to a delivery of the goods by the Seller to the Buyer. In support of this contention Mr. Deb has relied on the decision in the case of the prinz Adalbert reported in 1917 appeal Case 586. It is the submission of mr. Deb that on a true construction of the contract in the instant case the contract in question between the parties is dearly a C. I. F. contract and with the delivery of the documents against payment in terms of the contract the property in the goods has passed to the buyer. Mr. Deb has further submitted that in any event on a true construction of the contract in the instant case there cannot be any question that the property in the goods has passed to the buyer and in this connection Mr. Deb has drawn our attention to the Letter of Authority issued in favour of the seller for the import of the said goods. He has submitted that the Letter of authority also makes it abundantly clear that the Buyer was the owner of the goods. Mr. Deb has finally submitted that in the facts and circumstances of the instant case the Seller has done all that he was required to do in terms of the contract and the Seller has received payment on due discharge of the obligations under the contract and there can, therefore, be no question of any refund of the amount received by the seller for failure of consideration. Mr. Mr. Subrata Roy Chowdhury learned Counsel appearing on behalf of the respondent Buyer, has submitted that in the facts and circumstances of this case the learned trial Judge on as true construction of the contract between the parties has correctly come to the conclusion that the contract is not a C. I. F. contract and is an 'arrival' contract and the property in the goods did not pass to the Buyer with the delivery of the documents by the Seller to the Buyer. Mr. Roy Chowdhury has contended that the main question to be decided in the instant case is whether the contract between the parties is a c. I. F. contract and the property in the goods passed to the Buyer with the delivery of the documents by the Seller to the Buyer or that the contract is an 'arrival' contract and the property in the goods did not pass till physical delivery of the goods was made by the seller to the Buyer at the Buyer's Mills in terms of the contract between the parties. 19. HE has submitted that in deciding this question it is vital to find out)whether the Buyer agreed to pay for the documents as representing the goods or for the goods themselves. It is his arguments that the time and place of payment are elements to be considered to find out the intention, but they are by no means conclusive and to find out the true nature of the contract, whether C. I. F. or arrival and the real intention of the parties, all the permutations and combinations of the provisions of the contract and the circumstances have to be taken into account. 20. IN support of this submission mr. Roy Chowdhury has relief on the decision of the House of Lords in the case of Comptoir D' Achat et de Ventdu Boerenbond Beige S. A. V. Luis de ridder Ltd. (The Julia) reported in 1949 appeal Cases 293. Mr. Roy Chowdhury next submits that although there is no necessary connection between delivery and passing of property, the general view is that the property in goods in an arrival contract remains in the Seller until the goods are delivered to the Buyer and this rule will apply even though the contract may contain a clause for payment against documents and the Seller transfers all the documents to the buyer. 21. 21. IN suport of this proposition mr. Roy Chowdhury has relief on para 1780 at page 919 of Benjamin's Sale of goods (1974 edition. He has then submitted that the essential features of a C. I. F. contract are- (i) Delivery of goods is made by delivery of documents and not by actual physical delivery of the goods. (ii) All that the Buyer can call for is the delivery of the customary documents. This represents the Buyer's right and the extent of the seller's duty. The buyer cannot refuse the documents and ask for the actual goods nor can the vendor withhold the documents and tender the actual goods. In this connection, mr. Roy Chowdhury has referred to sasoon's British Shipping Laws Vol. V page 2 para 2. Mr. Roy Chowdhury argues that contracts expressed to be C. I. F. may contain terms which will show that goods are to be at the risk of the Seller until actual delivery is made and such will be the case of a contract,- (i) Where allowance is to be made for the damaged condition on arrival of the goods, (ii) Where payment is to be made on the basis of landed weight that is, the actual weight of the goods after landing, (iii) Where delivery is to be made to a named consignee at a particular place. In support of this contention Mr. Roy Chowdhury has relied on paragraph 11 at page 8 and 9 of Sassoon's British shipping Laws. Vol. V (Second edition). 22. MR. Roy Chowdhury has contended that in the light of the above propositions the contract between the parties in the facts and circumstances of this case is not a C. I. F. one and is an 'arrival' contract. It is his contention that the terms of the contract, the bye-laws regulating the contract and the provisions of the Forward Contract regulations Act under which the Bye-Laws are framed, go to show that the com tract is not a C. I. F. contract and physical delivery of the goods by the seder to the Buyer is contemplated. Mr. Roy Chowdhury has argued that in the contract itself there are 8 features which go to show that the contract is not a C. I. F. contract and these features according to Mr. Roy Chowdhury are- (i) Quality of the goods. Mr. Roy Chowdhury has argued that in the contract itself there are 8 features which go to show that the contract is not a C. I. F. contract and these features according to Mr. Roy Chowdhury are- (i) Quality of the goods. (ii) Price - and in this connection he refers to Chap. IX Rule 2 (a)of the Bye-Laws. (iii) Mark - in this connection he refers to Chap. IX Rule 4 of the bye-Laws. (iv) Delivery. (v) Weight guaranted at the buyer's Mill. (vi) Goods to be imported on buyer's licence. (vii) Payment. (viii) The Bye-Laws applicable to the contract in question. Mr. Roy Chowdhury has argued that the provisions of the Forward Contract (Regulation) Act, 1952, the Bye-Laws made under the Act and the Letter of Authority issued in favour of the Seller together with the fact that the licence granted to the Buyer in the instant case was an actual user's licence, go to indicate that the contract is an 'arrival' contract and not a C. I F. Contract. It is his argument that the object of the Forward Contract (Regulation) Act, 1952 is to regulate Forward trading and to prohibit options in goods. In this connection Mr. Roy Chowdhury has referred to the decision of the supreme Court in the case of Dunichand Rataria V. Bhuwalka Brothers ltd. reported in A. I. R. 1955 S. C. 182. Mr. Roy Chowdhury has placed particular reliance on the provisions in the contract relating to delivery of the goods at the Buyer's Mills, and relying on the said provision. Mr. Roy Chowdhury has argued that if delivery of goods is to be effected at a particular place, property in the good does not pass till delivery at the specified place. In support of this submission Mr. Roy chowdhury has strongly relief on the decision in the case of William Dunlop and Others V. George Anthony Lambert reported in 7, English Reports 824 and he has also referred to the passage contained in para 1780 at page 919 of benjamin's Sale of Goods (1974 Edition. In this connection Mr. Roy chowdhury has also cited the decision of the Division Bench of this Court in the case of Sadasukh Kothari V. Chaitram Rambilas reported in 29 C. W. N. 808 (Also A. I. R. 1926 Cal 218. Mr. In this connection Mr. Roy chowdhury has also cited the decision of the Division Bench of this Court in the case of Sadasukh Kothari V. Chaitram Rambilas reported in 29 C. W. N. 808 (Also A. I. R. 1926 Cal 218. Mr. Roy Chowdhury has placed before us the various Bye-Laws applicable to the contract in question and he has contended that the said Bye-Laws which govern the contract read with the specific provisions of the contract go to indicate that the contract contemplates actual delivery of the goods and not merely presentation of the documents. Mr. Roy Chowdhury has placed particular reliance on the provisions contained in Bye-Laws 12c, and on the basis of the provisions contained therein. Mr. Roy Chowdhury has argued that the provisions therein that after any cancellation of the contract in terms of the said Bye-Laws the buyer shall not be entitled to receive Pakistan Jute, goes to establish that the Seller could not only deliver the documents, he could deliver the documents and the goods and the seller could also deliver the goods without delivery of the documents. It is his argument that as delivery of goods is contemplated, the contract in question cannot be held to be a CIF one and must be held to be an 'arrival' contract. Mr. Roy Chowdhury has also referred to the decision of this Court in the case of Commissioners for the Port of Calcutta V. General trading Corporation Ltd., and another, reported in A. I. R. 1964 Cal. 290. Various Sections of the Sale of Goods Act were also placed before us. 23. THE real question for consideration in this appeal is whether the properly in the goods passed to the buyer with the delivery of the relevant documents by the Seller to the Buyer. The answer to the question will mainly depend on the contract between the parties and the true nature thereof. The question is essentially one of ascertaining the real intention of the parties on a proper construction of the agreement between them. 24. A decision on the construction of any document is not of any great assistance in interpreting another document unless the document which comes up for construction in a particular case is alike or similar to the document which has been construed by the Court in its said decision. Principles of construction of a document are also well-settled. 24. A decision on the construction of any document is not of any great assistance in interpreting another document unless the document which comes up for construction in a particular case is alike or similar to the document which has been construed by the Court in its said decision. Principles of construction of a document are also well-settled. It does not, therefore, become necessary for us to consider at any great length the various decisions and authorities which have been cited before us. We, however, propose to deal with some of the authorities, as we proceed to construe the contract in question. While construing the contract in question we shall also refer to the various Bye-Laws which have a bearing on the question of construction of the contract under consideration. We have earlier set out the contract between the parties. The basis elements of s C. I. F. contract, namely, provisions with regard to cost, insurance and freight are all present in the contract in question. The contract further provides that payment will be made by the seller on presentation of a full set of shipping documents and insurance cover. The contract also stipulates that delivery will be at Anglo India jute Mills Co. Ltd. (Lower Mills) and that weight is guaranteed at Buyer's mills. The contract further provides that the terms and conditions mentioned in the contract form as well as other terms and conditions applicable to the contract are as per the terms and conditions of the Transferable Specific Delivery Contract for raw jute of the East India Jute and Hessian Ltd. and are subject to the bye-Laws of the said exchange for trading in Transferable Specific Delivery contract for raw jute in force for the time being. For ascertaining the true intention of the parties the contract has to be construed as a whole. 25. IF the contract is a C. I. F. one in the sense it is commonly understood in the trade, the delivery of the goods is satisfied by delivery of documents and not by actual physical delivery of the goods, as that is the essential feature of a C. I. F. contract. If, however, the contract is not s C. I. F. contract and is an 'arrival' contract the delivery of the goods is not satisfied by mere delivery of the documents and is satisfied only by actual physical delivery of the goods. If, however, the contract is not s C. I. F. contract and is an 'arrival' contract the delivery of the goods is not satisfied by mere delivery of the documents and is satisfied only by actual physical delivery of the goods. The vital question is whether on a true construction of the contract the parties intended whether delivery would be satisfied by delivery of the documents or by actual physical delivery of the good and this intention has to be gathered on a true construction of the contract. 26. IN ascertaining the intention of the parties on a construction of the contract, the Bye-Laws which are applicable throw a good deal of light. The bye-Laws make a distinction between jute and Pakistan Jute and make distinct and specific provisions with regard to Pakistan Jute. Pakistan Jute is defined in Chapter I (25) to mean "raw juts or Mesta, including Cuttings and ropes, which is either in Pakistan or is in the course of transit from Pakistan to India. " 'jute' is defined in the said chapter in Bye-Law 1 (26) in the following terms, "jute" means raw Jute, mesta or Bimli Fibre including Cuttings and Ropes of whatever origin which is in India". The framers of the bye-Laws had kept in mind the distinction between Jute and Pakistan jute and distinct and specific provisions have been made with regard to both in the Bye-Laws. The material provisions are to be found in Chapter IX of the Bye-laws which deal with 'transferable Specific Delivery Contracts for raw Jute Terms Tenders and Deliveries'. A clear distinction is made in the provisions contained in Chapter IX in relation to transactions in Jute between pakistan Jute and Jute as defined in chapter I of the said Bye-laws and different and separate provisions are made in respect of contracts in Pakistan Jute and contracts in Jute. The distinction maintained in the Bye-laws and the different kinds of provisions made therein are indeed of great assistance in construing the contract for gathering the true intention of the parties. The Bye-laws indicate that in case of contract for sale of Pakistan jute the intention is that delivery will be satisfied by the delivery of the documents and in the case of Jute actual physical delivery of the goods is intended. The Bye-laws indicate that in case of contract for sale of Pakistan jute the intention is that delivery will be satisfied by the delivery of the documents and in the case of Jute actual physical delivery of the goods is intended. This intention is clearly evidenced by the provisions contained in bye-laws 7, 8, 9, 10, 11, 12, 13 and 15 contained in Chapter IX of the said bye-laws. Bye-law 11 (c) (ii) makes specific mention of implementation of contract in case of Pakistan Jute by the presentation of documents. The intention is made manifestly clear in bye-laws 12 and 13. Bye-law 12 (a) clearly indicates that in case of Jute buyers shall have the right to exercise any of the options enumerated in clause (b)of that paragraph in case of default by a sellers in delivery of jute. In case of jute Bye-laws 12 (a) speaks of default on the part of the Seller of delivery of jute to enable the buyers to exercise the options entioned in clause (b) of that paragraph. On the other hand Clause (c) of the same bye-law which deals with Pakistan Jute provides-"in case of Pakistan Jute, if the sellers do not present documents and/or bank certificates as referred to in paragraph 8 (b) (i. . ., the buyers shall have the right to exercise any one of the following options" and such options are mentioned in sub-clauses (i) and (ii) of the said Clause 12 (c. Sub-clause (i) of Clause (c)is in the following terms "cancelling the contract on the next working day (or earlier at the buyers discretion on request being received from the sellers)and no documents although beaming due date and/or Pakistan Jute will be accepted thereafter. " This Sub-clause 12 (c) (I) also clearly indicates that right of the buyer is to receive the documents and the obligation of the seller is to make over the documents to the buyer in implementation of the contract in case of Pakistan Jute. The argument of Mr. Roy Chowdhury that the provision in this sub-clause that the buyer shall not accept the Pakistan jute suggests or indicates that the buyer is entitled to call for delivery of pakistan jute even without delivery of the documents, is untenable. The argument of Mr. Roy Chowdhury that the provision in this sub-clause that the buyer shall not accept the Pakistan jute suggests or indicates that the buyer is entitled to call for delivery of pakistan jute even without delivery of the documents, is untenable. This further provision that the Buyer shall not be entitled to accept Pakistan Jute in case of failure on the part of the sailer to present the documents had been made to make manifestly clear the position that the buyer has no right to receive Pakistan jute and his only right is to receive the documents in case of Pakistan Jute. It is to be noted that the right of the buyer to exercise these options only arise if there is default on the part of the seller in case of Pakistan Jute to present the documents and/or the bank's certificate, and not on the failure on the part of the sellers to make over actual physical delivery of Pakistan Jute to the buyer. This intention is made clear beyond any doubt is bye-law 13 which reads as follows:- "should Buyers fail to accept or pay against documents properly submitted and/or fail to accept Jute properly tendered under the terms of the contract, Sellers shall have the right to exercise, anyone of the following options :- (a) Canceling the contract. (b) Canceling the contract and charging Buyers the difference between contract price and the market price on the breach of the contract. (c) Selling against Buyers in the open market on the first working day following the default. 27. IT is to be noted that this Clause provides for seller's right in case of default on the part of the buyer, both in case of contracts of pakistan Jute and other Jute. In case of Pakistan Jute the sellers is under an obligation to make over the documents to the Buyer and the Buyer commits a breach of the contract if the Buyer fails to accept of pay against documents properly submitted. In case of other jute the Buyer commits a breach of the buyer fails to accept Jute properly tendered under the terms of the contract. In case of other jute the Buyer commits a breach of the buyer fails to accept Jute properly tendered under the terms of the contract. These clauses, therefore, make it quite clear that in case of Pakistan jute the obligation of the Buyer under the contract is to accept and pay against documents properly submitted by the seller and if the buyer fails to do so the buyer commits breach of the contract which entitles the sellers to exercise any of the options mentioned in this clause. 28. IN our opinion, the aforesaid bye-laws, therefore, clearly indicate that the true intention of the parties was that the delivery is satisfied by delivery of documents and not by actual physical delivery of the goods. On a true construction of the contract ail that the buyer can ask for is the delivery of the necessary documents and the Buyer cannot refuse the documents and ask for the actual goods. The terms of the contract read along with the relevant Bye-laws which also form part of the contract, in our opinion clearly manifest the aforesaid intension of the parties. There is another aspect the consideration of which also leads to the conclusion that the true intention of the parties was that the documents represented the goods and the property in the goods passed to the Buyer with the delivery of the documents by the seller to the Buyer. The Buyer who had the necessary import licence had forwarded a letter of authority dated the 28th of June, 1965 issued in favour of the Seller by the licensing authorities for importation of the said goods against the Buyer's import licence. We have earlier set out this letter of authority. This letter of authority makes it quite clear that the goods shall be the property of the Buyer at the time of clearance through the Customs and subsequent thereto. It is no doubt true that this letter or authority is essentially for safeguarding the interest of the licensing authorities and for customs purposes. This letter of authority by itself may not be conclusive on the question of ownership of the goods or of transfer of ownership in the goods. It is no doubt true that this letter or authority is essentially for safeguarding the interest of the licensing authorities and for customs purposes. This letter of authority by itself may not be conclusive on the question of ownership of the goods or of transfer of ownership in the goods. It is, however to be noted that in Bye-law 7 (c) of Chapter IX of the bye-laws specific provision has been made in the case of Pakistan Jute, Buyer will deliver to Seller or Seller's nominee a letter of authority to import the Pakistan Jute or open confirm irrevocable letter of credit in terms of Paragraph 8 (b) (ii) within 14 days from the commencement of the delivery period of the contract. The letter of authority read along with this Bye-laws indicates, in our opinion, that the parties had intended that the property in the goods would be with the Buyers with the delivery by the Seller of the documents which would represent the goods. 29. THE contention of Mr. Roy chowdhury, that the various features in the contract which he had pointed out in course of his arguments and particularly the stipulations in the contract as to delivery at Anglo India Jute mills (Lower Mills) and weight guaranteed at Buyer's Mill indicate that actual physical delivery of the goods is contemplated and property in the goods does not pass till actual physical delivery has been made, cannot in the facts and circumstances of this case be accepted. The decisions relied upon by mr. Roy Chowdhury are also clearly distinguishable and are not of any material assistance. The decisions on the questions of construction of any particular contract are not of any great assistance in construing another contract unless the terms of the contracts are alike. The case of William Dunlop and Others v. George Anthony Lambert, 7, English Reports, 824 was decided before he passing of the Bill of Lading act and it appears that in this case no insurance had been effected. This case does not appear to be an authority on cif contract. The case of Sadasukh kothari V. Chaitram Rambilas, 29 c. W. N. 808 (A. I. R. 1926 Cal. 218)has been considered by the learned trial Judge and the learned trial judge has properly noticed the features which distinguish this case from the present case. This case does not appear to be an authority on cif contract. The case of Sadasukh kothari V. Chaitram Rambilas, 29 c. W. N. 808 (A. I. R. 1926 Cal. 218)has been considered by the learned trial Judge and the learned trial judge has properly noticed the features which distinguish this case from the present case. As pointed out by the learned trial Judge (at page 197 of the paper book. In Sadasukh Kothari's case, reported in 29 C. W. N. 808, the shipment was for 500 bales against order for 1000 bales. Documents were presented for 90% and balance 10% was to he paid on arrival of the goods under the contract. There was no policy of insurance. There was no term in the said contract for payment of price against delivery of documents. The Buyer did not accept the documents and the goods were delivered. The learned trial Judge correctly held that the said case had no application to the facts of the present case. 30. IN the case of Abdul Aziz bepari V. Jogendra Krishna Roy, a division Bench of this Court relying on the usage of trade at Chandpur while hearing an appeal arising out of a suit for recovery of price of jute supplied by the plaintiffs, had to consider the question whether property in the goods which, while in the custody of the defendants in their godown caught fire and were burnt, had passed to the defendants before the goods were so destroyed by the fire. The question involved was of usage of trade at Chandpur according to which the sale of Jute by Fariahs is not complete unless and until the goods are examined, selected and weighed by the purchaser. Considering the usage of the trade and the nature of transaction the Court had held that the ownership of the goods did not pass to the defendants and the Court upheld the decree of the learned trial judge dismissing the suit. This decision is of no assistance in the instant case. The farts in the case of comptoir D' Achat Et De Vente Du boerenbond Belge V Luis De Ridder limitada (The Juria), 1949 Appeal cases 293 were entirely different and the terms of the contract were also different. The said decision is, therefore, of no great assistance in the instant case. Mr. The farts in the case of comptoir D' Achat Et De Vente Du boerenbond Belge V Luis De Ridder limitada (The Juria), 1949 Appeal cases 293 were entirely different and the terms of the contract were also different. The said decision is, therefore, of no great assistance in the instant case. Mr. Roy Chowdhury has, however, placed particular reliance on the following observations of Lord porter at page 312 "the vital question in the present case, as I see it, is whether the buyers paid for the documents as representing the goods or for the delivery of the goods themselves. The lime and place of the payment are elements to be considered but by no means conclusive of the question; such consideration may, on the one hand indicate a payment in advance or, on the other, they may show a payment postponed until the arrival of the ship, though the property in the goods or the risk have passed to the Buyer whilst the goods are still at sea, as in castle V. Play ford. But the whole circumstances have to be looked at and where, as in my opinion is the case here, no further security beyond that contained in the original contract passed to the buyers as a result of payment, where the property and possession both remained in the Sellers until delivery in Antwerp where the Sellers were to pay for deficiently in the Bill of Lading weight guaranteed conditions on arrival and made themselves responsible for all averages, the true view I think, is that it is not a C. I. F. contract even in at modified form but a contract to deliver at Antwerp. " as we have earlier observed, this view was expressed on true construction of the contract which was essentially different from the contract in question and in the particular facts and circumstances of the case which were again entirely different from the facts and circumstances in the present case. These observations, however, lay down that time and place of payment are elements to be considered, though they may not be conclusive and the whole circumstances have necessarily to be looked at. 31. These observations, however, lay down that time and place of payment are elements to be considered, though they may not be conclusive and the whole circumstances have necessarily to be looked at. 31. THE noble Lord has further observed at page 309-"my Lords, the obligations imposed upon a Seller under a C. I. F. contract are well known, and in the ordinary case include the tender of a Bill of Lading covering the goods contracted to be sold and no others, coupled with an insurance policy in the normal form and accompanied by an invoice which shows the price and, as in this case, usually contains a deduction of the freight which the buyer pays before delivery at the port of discharge. Against tender of these documents the purchaser must pay the price. In such a case the property may pass either on shipment or on tender, the risk generally passes on shipment or as from shipment, but possession does not pass until the documents which represent the goods are handed over in exchange for the price. In the result the buyer after receipt of the documents can claim against the ship for breach of the contract of carriage and against the under writer for any loss covered by the policy. The strict form of C. I. F. contract, may however be modified; a provision that a delivery order may be substituted for a Bill of Lading or a certificate of insurance for a policy would not, I think, make the contract concluded upon something other than C. I. F. terms, but in deciding whether it comes within that category or not all the permutations and combinations of provision and circumstances must be taken into consideration. Not every contract which is expressed to be a C. I. F. contract is such. " 32. THERE are certain relevant observations in the case of The Prinz adalbert, 1917 Appeal cases 586, and following observations at pages 589-590 of which Mr. Deb relied may be noted -"by general mercantile understanding, which has the force of law where transactions originate, like the present, in time of peace without prospect of war, the delivery of an indorsed bill of Lading, made out to the shipper's order while the goods are float, is equivalent to delivery of the goods themselves and is effectual to transfer ownership if made with that intention. The Bill of Lading is the symbol of the goods. Apart from specific formalities or similar prescriptions of Municipal Law, which are not now material, such intention is a question of fact. The usual course of dealing in the export of merchandise and the interest of the parties concerned in it suffice for the necessary inference in the absence of evidence to the contrary. When a shipper takes his draft, not as yet accepted, but accompanied by a bill of lading, indorsed in this way and discounts it with a banker he makes himself liable on the instrument as a drawer, and he further makes the goods, which the bill of lading represents, security for its payment. If, in turn, the discounting banker surrenders the bill of lading to the accept or against his acceptance, the inference is that he is satisfied to part with his security in consideration of getting this further party's liability on the bill, and that in so doing he acts with the permission and by the mandate of the shipper and drawer. Possession of the indorsed bill of leading enables the acceptor to get possession of the goods on the ship's arrival. If the shipper, being then owner of the goods, authorises and directs the banker, to whom he is himself liable and whose interest it is to continue to hold the bill of lading till the draft is accepted, to surrender the bill of lading against acceptance of the draft, it is natural to infer that he intends to transfer the ownership when this is done, but intends also to remain the owner until this has been done. Particular arrangements made between shipper and consignee may modify is rebut this inference, but in the absence of evidence to the contrary, and part from the rules which arise only out of a state of war existing or imminent at the beginning of the transaction, the general law infers under these circumstances that the ownership in the goods is transferred when the draft drawn against them is accepted. " In the case of Johnson v. Taylor Bros and Co. " In the case of Johnson v. Taylor Bros and Co. Ltd. 192,0 Appeal Cases 144, Lord Atkinson made his famous observations as to the obligation to the vendor to do six things in the absence of any special provision to the contrary in a case where the vendor enters into a C. I. F. contract with the purchaser of the goods. These observations have already been recorded in our judgement. 33. IN Benjamin's Sale of Goods at page 919, para 1780, the following passage on which Mr. Roy Chowdhury has relied, occurs "property and risk. Although there is no necessary connection between delivery and passing of property, the general rule is that property in goods sold on "ex Ship" or "arrival" terms remains in the Seller until goods are delivered to the Buyer. This rule may apply even though the contract clause for payment against documents and the Seller transfers a bill of Lading to the Buyer. As we have seen, property only passes by the transfer of a Bill of Lading if the transfer was made with that intention and in the Yangtsze Case, Lord Summer said, with reference to a "ex Ship (contract if an indorsed Bill of Lading is delivered to the Buyer it is given as a delivery order and not with any intention of making him a party liable upon it or of vesting him with the property in the goods by the mere delivery of the documents. " 34. IN Sasoon's British Shipping laws, Vol. V (2nd Edition,), the following passage at page 38, para 36, on which Mr. Deb relies may also be noted. "the transit contemplated by C. I. F. contracts is generally, but not necessarily by sea alone. Frequently these contracts involve some land transit, as for instance, contracts for the sale of cotton to be exported from the United states which are usually carried out by means of through Bills of Lading from the interior. There, shipment generally takes place when the goods are to be in the rail road and the Seller receives from the rail-road authorities a th0rough Bill of Lading covering both the lands and the sea transit. Similarly, goods may be supplied under a C. I. F. contract into the interior of the country, e. g. C. I. F. Leeds". There, shipment generally takes place when the goods are to be in the rail road and the Seller receives from the rail-road authorities a th0rough Bill of Lading covering both the lands and the sea transit. Similarly, goods may be supplied under a C. I. F. contract into the interior of the country, e. g. C. I. F. Leeds". At page 2 in paragraph 2 of the same Volume of Sassoon's it has been slated "the essential feature of a c. I. F. contract is that delivery is satisfied by delivery of documents and not by actual physical delivery of the goods. All that the Buyer can call for is delivery of the customary documents. This represents the measure of the buyer's right and the extent of the Vendor's duty. The Buyer cannot refuse the documents and ask for the actual goods nor can the vendor withhold the documents and tender the goods they represent. " 35. THE aforesaid authorities lay down that the question whether the contract is a C. I. F. contract and the property in the goods passes with the delivery of the relevant documents by the seller to the Buyer is essentially a question of intention which has to be gathered on a true construction of the contract between the parties. We have held that in the instant case on a true construction of the contract the real intention of the parties was that the property in the goods would pass with the delivery by the Seller to the Buyer of the documents against which the seller was obliged to make the payment to the Buyer. The contract between the parties on its true construction, has in our opinion, all the necessary elements of a C. I. F. contract. It may be noted that in the invoice the terms C. I. F. is specifically mentioned and the Bill of Lading also stipulates on its reverse. "taplow" the M/s Anglo india Jute Mills (Lower Company Ltd.) (Mill Jetty Ghat Jagatdal. The Seller did all that he was required to do under the contract and all the things required to be done by a seller in a C. I. F. contract had been done by the seller. The Buyer had accepted the documents without any protest and had made the payment in terms of the contract between the parties. The Seller did all that he was required to do under the contract and all the things required to be done by a seller in a C. I. F. contract had been done by the seller. The Buyer had accepted the documents without any protest and had made the payment in terms of the contract between the parties. The seller had duly received payment in terms of the con tract after due discharge of its obligations. The contract between the parties was a C. I. F. contract and the property in the goods had passed to the Buyer with the delivery of the documents by the Seller to the Buyer. The Buyer is, therefore not entitled to claim any refund of the money paid and/or to any damages from the Seller as the Seller has committed no breach of the contract. 36. THE decision of the Supreme court in the case of Mahabir Commercial Company Ltd. v. C. I. T. West bengal, reported in A. I. R. 1973 S. C. 430, in our opinion, lends support to the view that we have taken. In the case before the Supremo Court the contract also provided for delivery at the Mills. There were also various clauses governing the said contract in the case before the Supreme Court and such clauses have been noted in the judgment of the Supreme Court. The contract in the instant case before us also contains similar clauses. The Supreme Court held that the contract between the parlies was a C. I. F. contract and the property in the goods had passed to the buyer with the delivery of the relevant documents by the seller. The Supreme Court in its judgment considered various decision and had also referred to certain Sections of the Sale of Goods Act. The relevant provisions of the Sale of Goods act are quite clear and have been considered by the Supreme Court. We have not the therefore considered it necessary to refer to the relevant Sections of the Sale of Goods Act. We may refer to the relevant Sections of the Sale of Goods Act. We may, however, point out that the learned trial judge has noted the same in his judgment. In the result the appeal is allowed. The judgment of the learned trial judge and the answer given by him to the questions raised are set aside. We may refer to the relevant Sections of the Sale of Goods Act. We may, however, point out that the learned trial judge has noted the same in his judgment. In the result the appeal is allowed. The judgment of the learned trial judge and the answer given by him to the questions raised are set aside. Both the question referred to this Court are answered in the negative. In the facts and circumstances of this case we are of the opinion that each party should pay and bear its own costs of the appeal and also the proceeding before the learned trial Judge and we order accordingly. B. C. Basak, J. : i agree. Appeal allowed.