M. JAGANNANDHA RAO, C. J. ( 1 ) THIS is an appeal filed by theplaintiff (M\s. Bharat Stanch Industries Ltd. . New Delhi) againstthe order of the learned Single Judge dated 24-2-1995 in I. A. 10655194 in Suit 2788194. by trial order tne learned Single Judge granted stay of the proceedings in tlie suit and refused to stay action under the arbitration clause contained in the Charter Party which hasresulted in the proposed arbitration by the 3rd and 4th defendantsat London. ( 2 ) THE appellant, who filed the suit sought a declaration in itsfavour and against the defendants declaring that there was no privityof contract between the appellant and the 1st defendant (M/s. Prudentinternational Shipping and Training Company Ltd. , Bahamas) andlor a declaratoin that there did not exist any arbitration clause between the appellant and the 1st defendant or the 3rd defendant andthat the defendants 3 and 4 could not have any jurisdiction to entertain any arbitration proceedings. A permanent injunction was soughtagainst defendants 1, 3 and 4 proceeding with the arbitration. M/s. Andargro Services Ltd, New Delhi was impleaded as the 2nd defendant as it was claiming to be an agent of the appellant and it wasclaiming to be entitled to sign the Charter Party which contained the arbitration clause. The case of the appellant was that the 2nddefendant was not entitled to sign the Charter Party on behalf ofthe appellant. ( 3 ) PENDING suit, the appellant sought a temporary injunction torestrain defendants 1, 3 and 4 from enforcing the Charter Party dated22-4-1994 and Clause 29 thereof containing the arbitration clause,and for restraining the defendants 1, 3 and 4 from proceeding with thearbitration pending disposal of the suit. The learned Single Judgedismissed the application of the appellant-plaintiff. ( 4 ) THE question is whether the plaintiff-appellant which transported goods from Kakinada Port in Andhra Pradesh on board theship of the 1st defendant could be said to be a party to the Charterparty containing the arbitration clause so that the question of theliability of the appellant/plaintiff for demurrage could be subjectmatter of arbitration at London as per Clause 29 in the Charter Party. For the purpose of deciding whether the appellant was a party tothe Charter Party, it becomes necessary to decide whether the 2nddefendant (Andagro Services Pvt. Ltd. New Delhi) and in particular. its employee, Mr. For the purpose of deciding whether the appellant was a party tothe Charter Party, it becomes necessary to decide whether the 2nddefendant (Andagro Services Pvt. Ltd. New Delhi) and in particular. its employee, Mr. Paul Mcgown signed the Charter Party as theagent of the appellant. In case, there is prima facie proof that thesaid defendant was an agent of the appellant, the appellant will bebound by the Charter Party and the arbitration clause would beattracted, and in that event, the question whether the appellant willbecome liable for demurrage has to be decided in the arbitrationprocedings at London. ( 5 ) THE learned Single Judge, on an exhaustive consideration ofthe documents and correspondence exchanged between the partiescame to the conclusion that the appellant, by its conduct, had accepted that it was the charter, that Mr. Paul Mcgown of the 2nd defendant was its agent and, therefore, the latter was entitled to signthe Charter Party and bind the appellant. The learned Single Judge,therefore, held that the arbitration clause applied to- the case and thatthe appellant could not seek stay of the arbitration proceedings. ( 6 ) IN this appeal, learned counsel for the appellant, Mr. Suruchiaggaiwal, placed before us various facts and circumstances to showthat appellant was not a party to the Charter Party. She contendedthat appellant did not sign the Charter Party with the 1st defendant. She contended that 2nd defendant and its employee, Mr. Paulmcgowan had no authority to sign the Charter Party as the agent ofthe appellant had not also signed the MOU with 2nd defendant andtherefore any admission in the MOU that the appellant was Chartererof the Ship, was not binding on appellant. ( 7 ) ON the other hand, Dr. Shankar Ghosh, Sr. Counsel appearingfor the 1st defendant, relied on documentary evidence to show thatthe appellant accepted that it was the charterer, that the appellanttreated the 2nd defendant and its employee Paul Mcgowan as itsagent and, therefore, the latter was entitled to sign the Charter Partyto bind the appellant. He also contended that there was an MOU. which though not signed by the appellant, was also accepted by theappellant later and it contained a clear admission that appellant wasthe charterer. Dr. A. M. Singhvi, Sr ). counsel appearing for the2nd defendant, contended that his clients acted as agents of theappellant and. therefore, the appellant was bound by the arbitrationclause. He also contended that there was an MOU. which though not signed by the appellant, was also accepted by theappellant later and it contained a clear admission that appellant wasthe charterer. Dr. A. M. Singhvi, Sr ). counsel appearing for the2nd defendant, contended that his clients acted as agents of theappellant and. therefore, the appellant was bound by the arbitrationclause. He too relied upon the MOU which contained an admission that appellant was the charterer. ( 8 ) THE point that arises for consideration in this appeal iswhether the appellant was the charter of the ship and whether the2nd defendant and its employee, Mr. Paul Mcgowan were treated oraccepted as agent by the appellant and whether the Charter Party (which contained the arbitration clause) signed by the 2nd defendantthrough its employee, Mr. Paul Mcgowan was binding on the appellant ? Question also is whether the MOU signed by 2nd defendant,which contained an admission that appellant was the Charterer-though it was not signed by appellant was accepted by appellant insubsequent correspondence . Shipping and Trading Co, Ltd. , and Ors. ( 9 ) BEFORE referring to the relevant documents it is necessary torefer to some facts. ( 10 ) THE appellant plaintiff company was carrying on business ofmanufacturing starch and allied products. The 1st defendant is ashipping company incorporated in Nassau, Bahamas. The 2nd defendant is a trading company having its office at Delhi and a branchat Bombay. The 3rd defendant is the Maritime Arbitrators Association incorporated in London. The 4th defendant is a member of the 3rd defendant Association and is said to have been approached bythe 1st defendant for appointment of an Arbitrator. On 3-3-1994the 2nd defendant placed a purchase order on the plaintiff companyfor supply of 10,400 M. T. of Yellow Maize in bulk shipment fromindia, and at the same time, the 2nd defendant contracted with onebaktaran Danesh and Co. in Iran for purchase of this shipment. Theappellant was informed that the product was io be shipped on theship belonging to the 1st defendant (owner of the ship) when thelater come to the port of Kakinada in Andhra Pradesh. From Kakinada, the product was to be transhipped to the concerned port iniran. in Iran for purchase of this shipment. Theappellant was informed that the product was io be shipped on theship belonging to the 1st defendant (owner of the ship) when thelater come to the port of Kakinada in Andhra Pradesh. From Kakinada, the product was to be transhipped to the concerned port iniran. On 25-8-1994 the 1st defendant served a notice on the pinintiff staling that the Charter Party dated 22-4-1994 was chartered fora vovage by the appellant from Kakinada to Iran and, therefore, theappellant as well as the 2nd defendant were liable to pay the demurrape charges of U. S. $ 77,479. 50 with interest thereon. A furthernotice dated 15-11-1994 was given to the appellant on behalf ofthe 1st defendant by their Solicitors in London referring to thecharter Party dated 22-4-1994 stating that they had been appointedto commence arbitration proceedings under clause 29 of the Charterparty, and the appellants were invited to appoint an Arbitrator fromthe members of the London Maritime Arbitrators Association within3 days. There was a further telex on 24-11-1994 from themappointing the 4th defendant, who is a member of the above Association, as Arbitrator on behalf of the 1st defendant and 7 daystime wasgiven to the appellant to appoint its Arbitrator. Inasmuch as the appellant contended that it had not entered intoany Charter Party dated 22-4-1994, it sent a message on29-11-1994 to the 1st defendant that the appellant had not signedany Charter Party agreement and it did not even have a copy ofthe said Charter Party. It was also contended that the 2nd defendant was a purchaser and not an agent, and that the 2nd defendanthad entered into an independent contract with the purchasers iniran and, therefore, the claim for demurrage should be met by the2nd defendant and not by the appellant. Thereafter, the appellantappears to have forwarded a copy of this letter to the 4th defendant. The 4th defendant then sent a FAX message to the appellantdated 6-12-94 that he had entered unon the reference and the appelantsent a reply on 8-12-1994 and then filed the present suit fordeclaration and permanent injunction- ( 11 ) BEFORE analysing the evidence, we shall briefly refer tocertain basic legal principles. The test of agency for the purposeof Section 182 of the Contract Act is whether a person is purporting to enter into a transaction on behalf of the principal or not. The test of agency for the purposeof Section 182 of the Contract Act is whether a person is purporting to enter into a transaction on behalf of the principal or not. In order to constitute an agency, it is not necessary to have aformal agreement, (Babulal Swarupchand Shah vs. S. S. (Fixeddelivery) Merchants, Assam ( AIR 1960 Bom 548 ) ). Undersections 101 to 104 of the Evidence Act, if a person claims to bean agent of another, the burden of proof is on the person so claiming. But at the same time under Section 109 of the Evidence Act when the question is whether the persons are in the relationshipof principal and agent, and it had been shown that they had beenacting as such, the burden of proving that they do not stand orhave ceased to stand to each other in that relationship, is on theperson, who affirms it. Further where a person allows another tohold himself out as agent of the former, he will be bound by whatever agreement was entered into by such an agent. (Walsh v. Griffith Jones (1978) 2 All E. R. 1002 (1007 ). Under Section186 of the Contract Act the authority of an agent may be expressedor implied. Section 187 of the Contract Act states that an authorityis said to be express when it is riven by words spoken or written. An anthority is said to be implied when it is to be Inferred from thecircumstances of the case. Things spoken or words written or theordinary course of dealing, and circumstances of the case could betaken into account for deciding whether there was agency. Futherif a person by words or conduct holds out another as having authorityto act on his behalf, he is bound as regards third parties by theacts of such other as if he were his agent. (Union of India v. Motilal (AIR 1962 A. P. 384 ). Shearson Iehama Bros. Inc. v. Machine Watson and Co. Ltd. (No. 2) (1988) 1 W. L. R. 16 (28) (H. L. ). ( 12 ) BEARING the above principles in mind, we shall now referto the various documents. Firstly we shall deal with the documentsconcerning the Charter Party and then with documents concerningthe MOU between the appellant and the second defendant. Inc. v. Machine Watson and Co. Ltd. (No. 2) (1988) 1 W. L. R. 16 (28) (H. L. ). ( 12 ) BEARING the above principles in mind, we shall now referto the various documents. Firstly we shall deal with the documentsconcerning the Charter Party and then with documents concerningthe MOU between the appellant and the second defendant. ( 13 ) ON the question of the Charter Party, apart from the 2nddefendant who claims to have signed the Charter Party as agent ofappellant, we have another company called Babko Shipoing Services,kakinada which was appointed by appellant as stevedores and forother services. The said company also figures in this correspondence. On 23-4-1994 Babko Sihpping Services Kakinada wrote a letter tothe ship-owner i. e. addressed to the latter s agent (Parekh Marineagencies Pvt. Ltd. , Kakinada) informing them as follows :-"we take pleasure in informing you that we have beenappointed as Charters Agents and Stevedores by ourshipping and Trading Co. Ltd. , and Ors. Principals M/s. Bharat Starch Industries Ltd. who are the Charterers of the vessel as well shippers of thecargo. All the correspondence may be directed to us. C. C. to M/s. Bharat Starch Industries Ltd. , New Delhi". The above document would show that the appellant s stevedoresdescribed themselve not only as charterers agents, but also describedthe appelent Bharat Starch Industries Ltd. , New Delhi as Charterers of the vessel as well as the shippers of the cargo. The appellant was sent a copy of this letter by Babko Services, their ownstevedoring agents and inspite of that, the appellant did not disownthe said relation ship. Babko Shipping Services wrote another letterdated 21-5-1994 to Parekh Mame Agencies Pvt. Ltd. agent of theshipper i. e. 1st defedant (at Kakinada) as follows :--"please refer to our proposed remarks rough sheet sent to you. We have received now the authentic charter partywith some changes. In the light of it, the remarks are to be amended. You arerequested not to incorporate the rought sheet remarksin statement of facts till further advise. "thanking you,yours faithfully,for BOBKO SHIPPING SERVICES. Sd/-CAPT. BRTJ M. TALWAR (MG. PARTNER) (CHARTEker AGENTS ONLY)C. C. to : M/s. Bharat Starch Industries Ltd. , New Delhie. C. to ; M/s. Andagro Services Pvt. Ltd. Bombay". You arerequested not to incorporate the rought sheet remarksin statement of facts till further advise. "thanking you,yours faithfully,for BOBKO SHIPPING SERVICES. Sd/-CAPT. BRTJ M. TALWAR (MG. PARTNER) (CHARTEker AGENTS ONLY)C. C. to : M/s. Bharat Starch Industries Ltd. , New Delhie. C. to ; M/s. Andagro Services Pvt. Ltd. Bombay". This would again show that the appellant stevedores informed that they had received a copy of the authentic Charter Party withsome changes, and a copy of this letter was also sent to the appellant. But there was no objection by the appellant as to why Babko shouldhave recevied a copy of the Charter Party. It is also significantthat Babko Services sent a copy of their letter to the 2nd defedantandagro Services Pvt Ltd. through their branch in Bombay. ( 14 ) THE appellant, through their Marketing Manager, Mehrasent a telex to Mr. Nirmal Somya of the 1st defendant stating thatwith reference to the latter s Fax dated 23-41994 the appellantswere thankful for arranging M. V. PRUDENT VOYAGER forshipment of maize to Iran. It was further stated "pl. note we willbe in a position to accept the vessel. . . . . . . . . . . . . . . . . . . . . . ". ( 15 ) ON 25-4-1994 the 2nd defedant stated by letter that charterers would like the notice to be given to M/s. Babko Shipping services. This letter was signed by Mr. Paul Mcgowan of the 2nd defendant and a copy of this FAX was sent to the appellant asis clear from same document. The sentence "the chartererscould like the notices to be given to M/s. Babko Shipping Services would obviously mean that the 2nd defendant, who is the author offile letter was not treating itself as the charterer, but was treatingthe persons, who appointed them as Sevedores, i. e. the appellant us charters. Appellant again accepted the copy and did not objectto its being treated as character. ( 16 ) BABKO Shipping Services wrote another letter to the 1st defendant s agent, Parekh Marine Agencies on 29-4-1994. Therelevant portion of which reads as follows :__ ". . . . . . . . WE have been advised by our principals to acceptn. O. R (Notice of Readiness) of 25th April and laytimefrom 0800 hours on 27th April, 94 under protest. Therelevant portion of which reads as follows :__ ". . . . . . . . WE have been advised by our principals to acceptn. O. R (Notice of Readiness) of 25th April and laytimefrom 0800 hours on 27th April, 94 under protest. However, we are planning to commence loading of yourgood vessel from 2nd May 94. " ( 17 ) A copy of this letter was sent to both Mr. P. R. Mehra andmr. S. L. Chopra of the appellant company. Copies were also sentto the 2nd. defendant and its employee Mr. Paul Mcgowan. ( 18 ) WE have then a "statement of Facts" relating to loading ofmaize in the ship under the heading "subject to terms, condition provisions and exceptions of the relative charter party dated20-4 1994" signed by Bahko Shipping Services as "charterer s"agents. It was also signed on behalf of the 1st defendant by themaster of the Ship as well as by an employee of Farekh Marineagencies for the 1st defendant, owner of the ship. ( 19 ) LEARNED counsel for the appellant wanted to argue thatbabko Services signed this document not as ths agent of the appellant but agent of of 2nd defendant but we are unable to acceptthis submission having regard to the earlier correspondence metionedabove wherein Babko Shipping Services had clearly mentioned thatthe appellants were the charterers. In fact, para 19 of the abovestatement of Facts shows that dead freight has to be paid bycharterers as per difference between joint survey quantity and 10. 000mts (agreed minimum quantity to be loaded ). Shipping and Trading Co. Ltd. , and Ors. ( 20 ) THERE is an annexure to the above document under theheading "charterer s Agents Remarks". That annexure shows thatthere was a strike from 5-5-94 to 7-5-94 and then from 8-5-94 to10-5-94. It is stated that the tune from. 1700 hours on 10-5-94 to0800 hours on 12-5-94 was not to count as laytime as vessel wasanchored far away and Pool Office refused to allot Boats. Thevessel did not shift till 0841 hours on 12-5-94 aud after vessel sshifting only the Pool Officers allotted Cargo Boats. All time lost,expenses for idle time etc. would be on Ships Accounts. It wasalso stated that on 18-5-94 from 2000 hours to 1045 hours on19-5-94 work stopped due to gale winds and heavy seas and swell. Thevessel did not shift till 0841 hours on 12-5-94 aud after vessel sshifting only the Pool Officers allotted Cargo Boats. All time lost,expenses for idle time etc. would be on Ships Accounts. It wasalso stated that on 18-5-94 from 2000 hours to 1045 hours on19-5-94 work stopped due to gale winds and heavy seas and swell. The cargo boats left the ship at 2100 hours on 18-5-94 for safety ofmen on board and cargo. The cargo boats could only be placedagain at 1045 hours on 19-5-1994 after sea and swell subsiding and tide timings. Therefore, time was not to count from 2000 hourson 18-5-94 to 1045 hours on 19-5-94. Thereafter, the entire cargowas loaded under supervision and direction of the Master. ( 21 ) THE above annexure would, therefore, show that there wasdelay in loading in the ship on account of various factors mentionedabove. This annexure is again signed by Babko Shipping Servicesas Charterer s Agent" only. It is also signed by the Master of the Ship, and the 1st defendant s agents M/s. Parekh Marine Agencies Pvt. Ltd. ( 22 ) THE appellant then sent a FAX message to the 2nd defendant on 2-6-1994 as follows :-"we thankfully acknowledge tlie receipt of your Fax Meg. No. BBY/ / /9411735 dated 1/06/1994 and haveto inform you that the freight against 1st Bill of Ladingis being arranged by us and the payment against 2ndbill of Lading dated 20/05/1904 will be arrangedwithin 2 or 3 days from the receipt of B/l. We have so far not received the statement of facts, Assuch as the demurrage payment would be calculated andpaid on getting the statement of facts and computationof lay time. Kindly complete all formalities of the Bill of Lading at the earliest. "this was signed by Mr. B. L. Chopra of the appellant company This document, in fact, has been relied upon by the respondentsto the extent this document implies that the appellants were the charterers, it goes against the appellant. Whether this documentalso contains any admission of liability for demurrage is a matter to be decided by the Arbitrator. ( 23 ) THE above documents in our view, clearly show that theappellant was clearly put on notce in the it wasthe charterer and it was on that basis that the appllent s stevedores,babko Shipping Services at Kakinada and also M/s. Andagro Servicepvt. ( 23 ) THE above documents in our view, clearly show that theappellant was clearly put on notce in the it wasthe charterer and it was on that basis that the appllent s stevedores,babko Shipping Services at Kakinada and also M/s. Andagro Servicepvt. Ltd. Delhi and Bombay were dealing with the appellantthe appellant never disputed that character, ln view of the aboveconduct, appellant cannot raise any contention that the Charterparty was not binding on it. That would mean that though theappellant was not a signatory to the Charter Party, it accepted the position by its conduct as disclosed from the correspondence Therefore, it must be held that appellant accepted that 2nd defendant spaul Me Gowan signed the Charter Party as appellant s agent. ( 24 ) WE should not here be understood as deciding any questionof liability of the appellant for the demurrage. That would, in factbe a matter for the Arbitrators to decide. ( 25 ) THE above conclusion is fully reinforced by the followingfurther correspondence relating to the MOU between appellant and2nd defendant, M/s. Andagro Services. We shall therefore nowdeal with the documents concerning the said Memorandum of Understanding (MOU ). The MOU appears to have come into being inconnection with a mode of accounting contemplated by appellantand 2nd defendant so that the transportation would not involve anydeduction of TDS out of monies payable to 2nd defendant. ( 26 ) THE 2nd defendant prepared a Memorandum of Understanding dated 14-4-1994 and communicated the same to the appellant. If stated that the 2nd defendant would procure an order for10,400 MT of Yellow Maize for the appellant for shipment to Iranon various terms. It also said that arrangements would be madefor shipment prior to arrival of the vessel it the load port and thecost of Fumigation and Pre-and Post-shipment inspection was tothe account of the appellant. The 2nd defendant, was to arrangethe Letter of Credit in favour of the appellant. As per clause (c)of this MOU :"mis. Andagro Services (P) Ltd. will charter the vessel on behalf of M/s. Bharat Starch and the entire responsibilityof performing as per the charter party will be on M/s. Bharat Starch. M/s. Andgro Services will rot be responsible for any dead freight, demurrage and or anyother cost and consequences as per. the charter party. Damurrage, dead freight etc. if any, will be settled bybharat Starch directly with the shipping company. M/s. Andgro Services will rot be responsible for any dead freight, demurrage and or anyother cost and consequences as per. the charter party. Damurrage, dead freight etc. if any, will be settled bybharat Starch directly with the shipping company. " ( 27 ) THIS MOU therefore contains a clear admission that the appellant was the Charterer. No doubt this MOU was siened onlyby the 2nd defendant. M/s. Andagro Services (P) Ltd. and it wasshipping and Trading Co. Ltd. , and Ors. of been signed by the appellant. M/s. Bharat Starch Industriesltd But the shequent correspondence shows that the appellantaccepted the MOU. We shall now refer to the said correspodence. ( 28 ) THE appellant sent a telex message to the 2nd defendant on30-7-1994 and the relevant portion thereof reads as under :- -. with reference to our memorandum of understanding andyour debit note dated 36th July, 94 for R. s. 36,93,508. 4?you are requested to arrange remittance of our commission service charges as detailed in our debit note. Since the matter already has keen over-delaved, pleasearrange our commission/service charges immediately enabing us to square up your account. We may add that you may deduct TDSS @ 2% as perprevailing Tax structure and furnish us the TDS corticateof the similar amount. . . . . . "it i clear from the above MOU and letter of appellant thatduring the course of manufacture, a question of payment" of Incometax and tax deduction at source arose, and the appellant on the oneand and the 2nd. defendant on the other hand were trying to arrange their transactions in such a manner that their was is liabilityto deduct tax at source. Unfortunately for he appellant, tband MOU. which the appellant described as our MOU also refers to the factthat tho appellant is the charterer. The appellant wants to takeadvantage of the fact that the MOU was not signed by it, the wordsin the abovesaid FAX message dated 30-7-1994 wherein the appellant had used the words "our memorandum" of understanding showthat appellant accepted the MOU. In our view, the appellant cannot consider itself nut bound by the MOU on the ground, that it didnot sign the same. The appellant must be taken to have acceptedhe MOU inspite of its not specifically signing the same. In our view, the appellant cannot consider itself nut bound by the MOU on the ground, that it didnot sign the same. The appellant must be taken to have acceptedhe MOU inspite of its not specifically signing the same. If themou is to be treated as a document binding on the appellant, it isclear that therein the appellant accepted that it was that Charterer. Charterer. ( 29 ) WE also have another letter from the appellant written toits own employee, Mr. P. R. Mehra in connection with the MOUabout the Income Tax arrangement. This letter dated 4-8-1994 issigned, by Mr. S. K. Jain on behalf of the appellant and addressedto is employee, Mr. P. R. Mehra. The relevant portion of thatletter reads as follows :--"m/s. Andagro Services had only provided services tolocate the buyer of Maize and arranged the FLC infavour of BSIL. The remunerstion for providing suchservices as per the memorandum of understanding dated14-4-1994 between M/s. Andagro services and BSILis payable to M/s. Andagro and Services at the rate ofus$ 37. 00 per tonne after deducting certain expensesincurred by BSU. on theirbehalf. Kindly take up the matter with M/s. Andagro Service on the above lines immediately and inform us accordingly. " ( 30 ) THERE is yet another letter dated 10-5-1994 by the appellant through, its employee, v. herein there is again an admission andreliance on the MOU dated. 14-4-1994. These two letters alsoshew that the appellant had clearly accepted the MOU which contains an admission that the appellant was the charterer. ( 31 ) IN the light of the above documents, we are clearly of theopiniou that the appellant treated itself as die charterer of the vessel. The appellant was so informed, and it had not objected to this. The signing of the Charter Party by the 2nd defendant, through itsemployee Mr. Paul Mcgowan, who negotiated the same, can onlymean that the said person signed the Charter Party on behalf of the appellant. The acceptance of the MOU also leads to the inference that the appellant admitted that it was the Charterer. ( 32 ) THERE was an argument for the appellant as to why, insome places, the Charter Party was described as bearing the dateof 20-4-1994 and in some other places as bearing the date,22-4-1994. This point has been explained by the respondents. ( 32 ) THERE was an argument for the appellant as to why, insome places, the Charter Party was described as bearing the dateof 20-4-1994 and in some other places as bearing the date,22-4-1994. This point has been explained by the respondents. Thecharter Party was initially dated 20-4-1994, but it was only finalisedby 22-4-1994 and that was why it was described as Charter Partydated 22-4-1994. in fact, in the additional affidavit of the 2nddefendant dated 25-1-1995 filed in 1. A. 10665/94 it was fairlyexplained as under :--The Draft Charter Party was dated 20-4-1994 and thefinal Charter Party was dated 22-4-1994. I say thatthere were hardly any material alterations in it,unfortunately, the draft Charter Party s date 20-4-1994,was due to a typographical errors found its way into -thebill of Lading etc. In fact, the draft Charter Party areboth with the Plaintiff and it is prayed that they berequested, to produce the same The fact that theplaintiff has made no grievance about the Charterparty earlier shows that both these documents wereknown to them. " ( 33 ) ONE of the submissions for the appellant before us was thatthe learned Single Judge had not decided the question whether theshipping and Trading Co. Ltd. , and Ors. 2nd defendant was a purchaser or an agent of the appellant and that without deciding the said question, it would not be possible to decide whether the 2nd defendant acted as an agent for signingthe Charter Party on behalf of the appellant. We are unable toagree with this contention. The question whether the 2nd, defendant was a buyer himself or was only an agent of the appellant depends upon the substance of the transaction between the parties. That is a separate issue and need not be decided by us, at thisstage, for the purpose of finding out the limited question as towhether the appellant was the charter. We are, therefore, of theview that the learned Single Judge was light in not deciding thisissue. ( 34 ) INCIDENTALLY in the above discussion, we have already covered two other aspects argued by the learned counsel for the appellantl, namely, that the appellant had itself not signed the Charterparty and that the appellant had itself not signed the; MOU. Weneed not reiterate the reasons as to why this contention is liable tobe rejected. ( 35 ) AN argument was also sought to be raised on. Weneed not reiterate the reasons as to why this contention is liable tobe rejected. ( 35 ) AN argument was also sought to be raised on. the basisof the debit note raised by the 2nd defendant. But asstated earlier, the debit note was prepared as partof an arrangement under the MOU and does not override what isexpressly admitted in the earlier correspondence between the appellant and the 2nd defendant. ( 36 ) FOR the aforesaid reasons, we are of the view that the appellant was the Charter, that it accepted the Charter Party in itscorrespondence and therefore the arbitration clause, (Clause 29)is binding on the appellant. The learned Single Judge was, therefore, right in coming to the conclusion that the dispute was to besettled by the Arbitrators at London. ( 37 ) THE appeal, therefore, fails and is dismissed. Nothing said in this order or the order of the learned Single Judge should betreated as expression of any opinion on the merits of the liability ofthe appellant towards demurrage etc.