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Suit No. 169 of 1959, decided on 30th September 1959.

‑To be interpreted, not as distinguished from "special power‑of‑attorney" with reference to Art. 48, Stamp Act (II of 1899), but as an ordinary expression of English language including general authority for acting in a single transaction.

It is not correct to interpret the expression "general powers of attorney" used in Order III, rule 2 (a), Civil Procedure Code, as amended by the Appellate Side Rules of the Chief Court of Sind, in the sense in which that expression is generally understood with reference to the Stamp Act. If the idea of one transaction or more transactions embodied in Article 48 is excluded, then it is possible to describe a general authority given in writing to an agent for acting in a single transaction to be a general power of attorney.

The expression " general powers‑of‑attorney " used in the rule should be interpreted as an ordinary expression of English language and the idea of one transaction or more contained in Article 4e of the Stamp Act should not be super‑imposed on it.

The power‑of‑attorney may be " special " for purposes .of Stamp Act, but "general" for making the "single transaction."

The idea of one or more transactions that " underlies Article 48 cannot be said to be essential to the classification of powers‑of‑attorney as general and special.

The operative part of a power‑of‑attorney directed :

" In our name and on our behalf to appear and act in the said case, to state, settle, adjust, compound and compromise the aforesaid suit and to sign and execute deeds or documents of settlement and/or compromise as thought fit by him and such deeds or documents shall be binding on us and to do all other lawful acts and things in connection with the case as effec tually as we could do the same if we were present ourselves . . . "

Held, that the power‑of‑attorney was a " general " power within meaning of Order 111, rule 2 (a), C. P. C., as amended by Appellate Side Rules of Chief Court of Sind, and the agent was competent to sign a compromise application on behalf of his principal.

I.I. Hazaree for Plaintiff .

Defendant in person.

Date of hearing : 30th September 1959.

This is a joint application by the plaintiff and defendant companies. By it the defendant has accepted the claim of the plaintiff but payment is to be made by instalments. It is signed by the Secretary of the Plaintiff‑Company and the General Manager of the defendant‑company. No objection has been raised to the authority of the representative of the Plaintiff-- Company who signed the application, but 'objection has been taken under Order III, rule 2 (a), C. P. C., as amended by the Appellate Side Rules of the Chief Court of Sind, to the authority of the General Manager of the defendant‑company. These rules are applicable to civil suits that are tried in exercise of original jurisdiction The rule in question is as follows

"Persons holding general powers of attorney from parties not resident within the local limits of the jurisdiction of the Court, within which limits the appearance, application or act is made or done, authorizing them to make and do such appearances, applications and acts on behalf of such parties."

2. The Additional Registrar (Original Side) has raised the objection. His objection is that the General Manager of the defendant‑company does not hold a general power‑of‑attorney. The operative part o: his power‑of‑attorney is as follows

" . . . . in our name and on our behalf to appear and act in the said case, to state, settle, adjust, compound and compromise the aforesaid suit and to sign and execute deeds or documents of settlement and/or compromise as thought fit by him and such deeds or documents shall be binding on us and to do all other lawful acts and things in connection with the case as effectually as we could do the same if we were present ourselves . . ."

It correctly bears the stamp duty of Rs. 4. General powers are conferred by it on the agent for compromising the suit but the document cannot be called a general power‑of‑attorney for purposes of stamp duty because it authorises him to act in a single transaction only.

3. The expression "power‑of‑attorney" is defined in Clause (21) of section 2 of the Stamp Act. The definition is

" Power‑of‑attorney' includes any instrument (not chargeable with a fee under the law relating to Court‑fees for the time being in force) empowering a specified person to act for and in the name of the person executing it."

This is obviously not a general definition to include all documents by which agency is created and refers to a Special form of agency which enables the agent not only to act on behalf of the principal but also to use the principal's name in a transaction made by him as the agent. It is meant for the purposes of the Stamp Act only. The expression "general power‑of‑attorney" is not defined in any statute though a distinction between a special agent and a general agent is well known. This distinction is usually drawn for the provisions of Article 48 of the Stamp Act. The Article, excluding the amounts of stamp duty, is as follows

"Power‑of‑attorney (as defined by section 2 (21) not being a Proxy (No. 52),‑

(a) When executed for the sole purpose of procuring the .registration of one or more documents in relation to a single transaction or for admitting execution of one or more such documents

(b) When required in suits or proceedings under the Presidency Small Causes Courts Act, 1882 ;

(c) When authorising one person or more to act in a single transaction other than the case mentioned in clause (a) ;

(d) When authorising not more than five persons to act jointly and severally in more than one transaction or generally ;

(e) When authorising more than five but not more than ten persons to act jointly and severally in more than one transaction or generally ;

(f) When given for consideration and authorising the attorney to sell any immovable property ;

(g) in any other case.

For the purposes of this Article more persons than one when belonging to the same firm shall be deemed to be one person."

Clauses (a) to (c) relate to those powers‑of‑attorney under which the agent is authorised to act in a single transaction and clauses (d) and (e) relate to those powers‑of‑attorney that authorise the agent to act in more than one transaction or generally. The first group is usually described as of special powers‑of‑attorney and the second group as of general powers‑of‑attorney. The idea of one or more, transactions that underlines Article 48 cannot be said to be essential to the classification of powers‑of‑attorney as general and special'. Bowstead has defined general and special agents as follows

"A general agent is an agent who has authority‑

(a) to act for his principal in all matters, or in all matters concerning a particular trade or business, or of a particular nature ; or

(b) to do some act in the ordinary course of his trade, pro fession or business as an agent, on behalf of his principal ; e.g., where a solicitor, factor or broker is employed as such.

A special agent is an agent who has only authority to do some particular act, or represent his principal in some particular transaction, such act or transaction not being in the ordinary course of his trade, profession or business as an agent."

In his view therefore, a general agent can be one that has authority to act in all matters of a particular nature. Such acts can be acts that constitute one transaction.

4. In the present case, the General Manager of the defendant company has been authorised to act for his principal in all matters relating to settlement, adjustment and compromise of the suit. The several acts which he is expected to do for achieving the object constitute one transaction, but the power that is conferred on him is general in so far as the contemplated transaction is concerned. The power‑of‑attorney is therefore special for the, Stamp Act and general for making the transaction.

5. Assuming for the sake of argument that it is not a general power‑of‑attorney : then what has the defendant to do to supply the omission I was told that one of the devices that could be adopted was to pay the stamp duty of a general power‑of‑attorney on the same document. This is obviously not the correct method of converting a special power‑of‑attorney into a general power‑of attorney. Its contents make it general or special, and not the stamp duty which may be paid on it. Another suggestion was that the defendant‑company' should execute another power‑of attorney and confer on its General Manager the power to com promise all suits that may be pending or filed against the defendant company. This suggestion is not feasible because it will amount to forcing the defendant‑company to confer more powers and authority on its agent than are useful and safe.

6. The above considerations indicate that it is not correct to interpret the expression "general powers‑of‑attorney" used in Order III, rule 2 (a), Civil Procedure Code, as amended by the Appellate Side Rules of the Chief Court of Sind, in the sense in which that expression is generally understood with reference to the Stamp Act. If the idea of one transaction or more transactions embodied in Article 48 is excluded, then it is possible to describe a general authority given in writing to an agent for acting in a single transaction to be a general power‑of‑attorney.

7. The Additional Registrar (O. S.) pointed out that the object of making the provision that an agent should hold a general power‑of‑attorney was to exclude the chances of the attorney imperceptibly transgressing his powers and to relieve the officers concerned of the delicate duty of scrutinizing powers‑of‑attorney too closely. It is true that those who deal with a special agent have to accept the responsibility of seeing that the agent acts strictly within the scope of his authority. If the agent has a general authority then the chances of committing mistakes in this regard are obviated. But from this point of view the power that has been conferred on the General Manager of the defendant company is satisfactory because it is unlimited and general for settling, adjusting and compromising the suit. I think the expres sion "general powers‑of‑attorney" used in the rule should be interpreted as an ordinary expression of English language and the idea of one transaction or more contained in Article 48 of the Stamp Act should not be super‑imposed on it.

8. I, therefore, consider the power‑of‑attorney in question to be proper. The compromise application is, therefore, accepted and the suit is decreed in terms of the compromise.

A. H.

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