JUDGMENT

Arijit Pasayat, J. — Challenge in this appeal is to the judgment rendered by a Division Bench of the Kerala High Court allowing the appeal by the respondent who was the plaintiff. It is to be noted that the suit was dismissed by the trial court.

2. Background facts in a nutshell are as follows :

The plaint schedule property belonged to the appellant No.1 i.e. Indian Financial Association of Seventh Day Adventists, a Company incorporated under the Companies Act, 1956. The Company was impleaded as defendant No.1 in the suit and the defendant No.2 was its Power of Attorney. A school was being run in the property and there were also two other buildings in the property used by the Company. On 15.4.1985, the defendant No.1 Company passed a resolution deciding to sell the property. A Power of Attorney was executed in favour of defendant No.2 conferring on him the right to negotiate, enter into an agreement to sell, and sell and dispose of the property for a price acceptable to the Power of Attorney. It may be noted that this Power of Attorney, defendant No.2, was the Chairman of the North Kerala Section of the defendant No.1 Company and he had control and management over 70 church