Acceptance of payment in full and final settlement of a claim requires the agreement of both parties. If one party does not agree to the terms of payment, the acceptance of payment does not amount to a full and final settlement of the claim.

U.N.Sinha, J.

1. (After stating the allegations of the plaintiff and the defendant and the issues arising thereon His Lordship proceeded).

(1) The first question that has been urged in this appeal is one of estoppel and acquiescence covered by issue No. 22. The facts necessary tor the determination of this question are as follows: On the 19th of September, 1952, the defendant Company sent a letter to the plaintiff contractor to the following effect: "Sub:-

- Our orders Nos. 338 and 373 for installation of Machine Tools in our Works. With reference to your claims on the above two contracts and your subsequent discussion with us in our office on the 21st June, 1952, and 17th September 1952, on this subject, we are sending herewith our cheque for Rs. 31,302-8-0 (Rupees thirtyone thousand three hundred and two and anas eight only) in full and final settlement of all your claims against the Company on the above two. contracts.

For your information we are enclosing herewith a statement showing complete details as to how the above sum of Rs. 31,302-8-0 has been arrived at after re-checking some of the bills as desired by you in the course of our discussion on the 21st June, 1952 and in the light of the fresh evidence of your claims put forward by you.

Kindly sign the enclosed receipt and return to us for our records."

The letter has been marked as Exhibit A(23). A cheque for Rs. 31,302-8-0 was enclosed with the letter, with a statement showing the details and the amounts payable together with a receipt. Exhibit A (23) was followed by a letter from the Company to the contractor, dated the 27th of September, 1952, which was an answer to the Contractors letter to the Company, dated the 22nd of September, 1952. The Companys letter has been marked as exhibit 1(g). The relevant portion of the letter runs as follows: "With reference to your letter No. L/903/52 dated 22nd September. 1952, it was made quite clear in our letter referred to by you that our cheque for Rs. 31.302-8-0 (Rupees thirty-one thousand three hundred and two and annas eight only) was sent to you in full and final satisfaction of all your claims against us on the contracts PWO/ 338 and PWO/373 and all the other works done by you for us. We have nothing further to add in this connection. We shall, therefore, be glad if you will please sign and return the receipt form sent with our above letter at an early date.

In spite of the above, if you are taking recourse to legal action, you will be doing the same at your sole risk and responsibility.

Yours faithfully,"

A third letter from the Company to the Contractor, dated the 21st of October, 1952 has been exhibited as Exhibit l(f). The relevant portion of the letter runs thus: "With reference to your letter No. L/932/52 dated 6th October 1952, it is a misrepresentation of facts that our Controller of Accounts asked you to seek legal advice to realise what you state as balance amount due to you and to which we do not agree. In his letter No. TAB/L/134/5897 of 27th September, 1952 addressed to you, and with which I fully concur, the Controller of Accounts stated that the amount of Rs. 31,302-8-0 paid to you was in final settlement of all your dues, and, as this figure was worked out after very careful examination of all your claims, there is no balance whatever due to you from us. and as such, if you took legal action as indicated in your letter No. L/903/52 of 22nd-September 1952, it will be at your sole risk and responsibility."

2. It was argued before the learned Subordinate Judge, as it has been argued before us, that the acceptance "of Rs. 31,302-8-0 by the Contractor, paid by cheque, in full and final settlement of his claim, estopped him from making any further claim from the Company. This argument was not accepted by the learned Judge, who has held, upon oral and documentary evidence in this connection, that the Contractor had not accepted the money sent by the cheque in question, in full and final settlement of his