JUDGMENT

Rankin, C.J. - This is an appeal from an order made by a learned Judge on the original side whereby he stayed the plaintiff's suit u/s 19, Arbitration Act. It appears that the suit was brought by the plaintiff for breach of an agreement to supply certain goods, one term of the agreement being that the goods which the plaintiff was to receive were to be goods of which he would have in some sense a monopoly so far as India was concerned, and the plaintiff's suit was for damages for the defendant's wrongful conduct in sending other goods of the same kind to other ports in India in breach of their agreement. The defendants are a limited Company, Baerlein Bros. Ltd., incorporated in the United Kingdom and carrying on business at Manchester in England.

2. The plaintiff Radha Kanta Dass who carries on business in Calcutta being minded to get goods from England approached a person called M.N. Dutta and signed what is called an indent form. This is a common method of doing business when purchase of goods from abroad is desired and in all these forms, which are very badly draftod as a rule, one gets complicated questions as to whether the person to whom the indent is addressed is an agent for the buyer, an agent for the seller or whether the seller is his agent and so on.

3. The first step was that the plaintiff signed and sent to Dutta an indent, in one case on 15th February 1927. That indent refers to Messrs. Baerlein Bros. Ltd. It begins:

I we request your agents suppliers principals Messrs Baerlein Bros. Ltd., to buy for me us and ship on my our account and risk.

and so forth. There are great many clauses of the indent which refer to how the goods are to be paid for, the liability of M.N. Dutta, the rights of M.N. Dutta and, indeed, other matters.

4. The arbitration clause is the seventh clause:

In case of any dispute with regard to this order, you or your agents are to have the option of canceling this order or submitting the matter to the Bengal Chamber of Commerce or to one or two European merchants resident in Calcutta for arbitration as between us and your agents and his their decision or that of his their referee shall be binding upon both parties.

5. This clause after further provisions ends up by saying:

It is hereby expressly agreed that you will in no way be held responsible for the payment; of any allowance etc. that may be awarded at the survey or that may otherwise be due to us until fully realized from your agents or suppliers and that the provisions made in this para, shall in no way affect the relation between us as between principal and principals and shall in no way affect any of the terms herein stated.

6. These are in all 16 clauses containing somewhat elaborate terms and these indents having been signed by the plaintiff, it would appear that Dutta telegraphed to Manchester and that Baerlein Brothers accordingly sent certain sale-notes to the plaintiff. Those safe-notes are as follows:

We are in receipt of your esteemed order sent by Mr. M.N. Dutta and have booked the same with thanks as specified hereunder.

7. Accordingly a description of the goods is given and a reference to the monopoly arrangement is included and the terms of payment are set out. Upon that the plaintiff replied to Messrs. Baerlein Brothers at Manchester as follows:

We duly receivod your favour of the 16th February confirming our order for 120 bales 60/1 Turkey Red John Orr Ewing & Co. Sun & Lion quality at 46id. per 1b. shipment 10 B/s monthly commencing September 1927 to August 1928 which we find correct.

8. Now, the first thing to consider is whether the contract between the plaintiff and the defendants is a contract of which Clause 7 of the indent is a part or whether, as is contended by Mr. Lang ford James, the contract between the plaintiff and the defendants does not include that term at all. Mr. Langford James contends that as Dutta merely telegraphed the effect of the plaintiff's order to Manchester and as the sale-note contains no express