( 1 ) THIS appeal is against the judgment of the Karnataka High Court dated 6-11-1997.

( 2 ) BRIEFLY stated, the facts are as follows: the respondent had in the year 1970 purchased from one M/s sutherlands (Equipment and Processes) Limited (hereinafter referred to as "the , uk Company") a suction press roll machine for 13,043. In that transaction the appellants had acted as agents of the said UK Company. In 1978 the respondent desired to have an additional machine as a standby machine. They, therefore, called for quotation from the said UK Company. The UK company chose not to correspond directly with the respondent but routed its correspondence through the appellants. Ultimately, an order came to be placed by the respondent for purchase of a suction press roll machine. The " order specified that supply had to be as per the previous order. The contract in this behalf is through correspondence exchanged between the parties. Almost all correspondence has been routed through the appellants.

( 3 ) ULTIMATELY, what was supplied was merely the shell of a suction press roll machine and a save-all tray. As even after further correspondence the UK h company did not supply the full machine, the respondent filed a suit for specific performance of the contract or in the alternative, for damages. Before the trial court the UK Company remained absent. However, the appellants contested the suit on all grounds including the ground that they being agents of a disclosed principal could not be made personally liable.

( 4 ) THE trial court came to the conclusion, on an analysis of the correspondence, that the appellants had entered into the contract with the respondent. It was held that as the appellants had acted as agent of a foreign party, they were liable. The trial court also gave a finding that the contract b was for a suction press roll machine and not merely for a shell. It thereafter held as follows:

". . . Defendants 2 and 3 have contended that as per Ext. P-62 only suction press roll has been agreed to be supplied by the defendants and not the complete suction press roll. It is pertinent to note here that it is only after the goods are received by the plaintiff after transport of the same, Ext. P-62 has reached the plaintiff. Prior to that no intimation has been given to the plaintiff regarding the drawings mentioned in Ext. P-62. No material is placed on record by Defendants 2 and 3 to show that only suction press roll shell is agreed upon to be supplied by the defendants as per Ext. P-62. Further, no material is also placed on record by the defendants to show that Ext. P-62 has been served on the plaintiff prior to the receipt of the consignment of suction roll shell and save-all tray by the plaintiff. In view of these facts, it can be said that the defendants have kept the plaintiff in the dark about the fact that they are going to supply only save-all tray and the suction press roll shell. . . . "thus the trial court has categorically held that the appellants (herein) had kept the respondent (herein) in the dark. On the finding that the contract was for a suction press roll machine and the further finding that the appellants kept the respondents in the dark even though they were aware that only the shell was to be supplied, it is clear that the appellants as agents had facilitated playing of a fraud on the respondent. For this the appellants would in law also be personally liable.

( 5 ) THE High Court has dismissed the appeal of the appellants. The High court has also, on an analysis of the correspondence, come to the conclusion that the appellants had entered into the contract on behalf of the UK company. The High Court has held that the UK Company being a foreign party, the appellants remained liable for the loss caused to the respondent. The High Court has also noted as follows:

"12. There is another important circumstance which is quite indicative of how the defendants, namely, the foreign merchant being the principal and their In