The central legal point established in the judgment is the strict construction of a power-of-attorney and the requirement to find the authority within the instrument either in express terms or by necessary implication.

Pandrang Row, J.

1. This is a Letters Patent Appeal from the Judgment of Varadachariar, J., dated 12th March, 1935, in S.A. No. 482 of 1931. The plaintiff who is the appellant sued to recover a sum of Rs. 1,000 with interest thereon and her case was that that amount was deposited by her with the firm of defendants 1 and 2 at Negapatam on 21st November, 1924, the actual payment having been made to the third defendant who was then the local agent of the firm of defendants 1 and 2. Defendants 1 and 2 denied that the firm was bound by the transaction which the agent had no power to enter into on their behalf and it was also contended that the transaction was not entered in the books of the firm and the firm did not get the benefit of the money in question. In other words they disclaimed their liability altogether. The plaintiff had asked for a decree in the alternative against the third defendant in case she was not able to establish the liability of defendants 1 and 2. In the trial Court there was a decree against defendants 1 and 2 as well as against the third defendant but in appeal the Subordinate Judge of Negapatam dismissed the suit as against defendants 1 and 2. From that judgment the second appeal was preferred and it was dismissed with costs. The main question in the second appeal was whether as a matter of fact the power-of-attorney granted by defendants 1 and 2 to the third defendant gave authority to borrow on behalf of his principals. On this point the opinion of Varadachariar, J., was that the power-of-attorney did not authorise the third defendant to borrow money for or on behalf of his principals. The authorities which bear on this point have been discussed by our learned brother in his judgment and it is unnecessary to embark on a further discussion, because to our minds the point is very simple and scarcely leaves room for any doubt. The authorities do not seem to be of much use in deciding the effect or purport of the particular power-of-attorney which we have to deal with in this case. The authorities deal with documents worded differently. As to the general principle applicable to cases of this kind there is no dispute, vis., that a power-of-attorney is to be construed strictly, that is to say, where a particular act is alleged to have been done under a power-of-attorney and that allegation is challenged and it is contended that the act was in excess of the authority given by the power of attorney, it is necessary to show that on a fair construction of the entire instrument the authority in question has to be found within the four corners of the instrument either in express terms or by necessary implication. The principle has been laid down almost in exactly these words in Bryant Powis and Bryant v. La Banque du Peuple Bryant : Powis and Byrant v. Quebec Bank (1893) A.C. 170 by Lord Macnaghten at p. 177. Bearing this principle in mind we have examined the power-of-attorney and we are unable to find any reason for differing from the opinion expressed by the learned Judge who heard the second appeal. There is no doubt authority given to purchase goods, the principals being merchants carrying on trade in the shape of export and import of goods. It is contended that a power to purchase goods includes power to borrow. This contention we are unable to accept. The conclusion may perhaps be different if the question arises whether a power to purchase goods implies power to pay for them. That is not the case here. It is not the plaintiffs case that the money was borrowed from her for the purpose of paying for any goods which the third defendant was authorised to purchase on behalf of his principals. On the other hand her own case in the plaint is that she made a deposit of the money. In other words what she did was consistent only with her belief that the principals (defendants 1 and 2) were carrying on a business which involved also the receipt of deposits from others. There is no instance brought to our notice