Buttrose J:

This is a claim for $5,622.18 for breach of contract. The plaintiffs as indenting agents have various contacts in Japan and the claim arises out of four contracts regarding the supply of textiles to the defendant company by three Japanese firms. In respect of all these contracts payment was to be made by establishing letters of credit in favour of the Japanese suppliers. As a result, according to the plaintiffs, of the failure by the defendant to open these letters of credit in favour of the Japanese suppliers to enable them to despatch the goods to Singapore in exchange for payment the goods were sold elsewhere and the defendant company debited with the loss on re-sale plus interest, storage charges and return commission.

The defendants contend that claim is bad in law in that the plaintiffs have no locus standi because they acted as agents. On the facts, the defendants say that letters of credit were established but not availed of by the Japanese suppliers.

Now the plaintiffs acted in the transaction as indenting agents and the evidence of Mr. Khemani, the managing partner of the plaintiff firm, was that the four contracts in question were made by him as agent for the three Japanese suppliers.

The substantial point to be determined at the outset is whether the plaintiffs, as the indenting agents, can sue on these contracts or must their principals the Japanese Suppliers do so.

All the four contracts sued upon are headed "Khemanico Textiles" who are described as "Manufacturers, Representatives, Importers and Exporters". The contracts are described as Orders and given a number. They go on to state that the Order is placed by M/s. Gian Singh & Co. Ltd. (the defendants) and that the suppliers are the Japanese firms therein mentioned. Then follow various items dealing with the description, quantity, quality and the price of the goods and also the terms of payment. They are signed by the defendant company as "Buyers" and by the plaintiff firm as "Identing Agents".

Attached to all the four contracts are "Conditions of Sale" which are expressly stated to govern the acceptance of the orders for the goods comprised in the contracts and shall be deemed to form part thereof.

The Conditions of Sale attached to the first contract are not the same as those attached to the remaining three. In the latter it is expressly stated in cl I of the Conditions of Sale in each case that:

This Order is placed by us with M/s. Khemanico Textiles (hereinafter referred to as 'Agents') as agents and not as principals and notwithstanding anything at law to the contrary we, the buyers, agree and undertake not to hold the agents personally liable in respect of this Order or any resulting contract or anything done or omitted to be done by them in respect of this Order or any resulting contract.

There is no such condition attached to the first contract but that fact does not, in the view I take, materially affect the position.

The general principle applicable is that where a person signs a contract in his own name without qualification, he is prima facie to be deemed a person contracting personally, and in order to prevent the liability from attaching, it must be apparent from the other parts of the document that he did not intend to bind himself as principal. See Gadd v. Houghton 1 Ex D 357 at p. 360 and Brandt & Co. v. Morris & Co. [1917] 2 KB 784.

Taking into consideration the form of these four contracts and the words used together with all the surrounding circumstances there is, in my view sufficient to show that the plaintiffs, Khemanico Textiles, who signed them in their own name were not making themselves personally liable. Mr. Khemani himself said that these four contracts were entered into by him as agent for the Japanese suppliers. His evidence was that as an indent agent all he got out of these contracts was the commission. He was not entrusted by the Japanese Suppliers with the custody of the goods. They never came in