16. For the foregoing reasons their Lordships answer question (4.) in the affirmative.

(5.) Should the Appellate Court have ordered the defendants, other than the 77th defendant, to pay the first plaintiff the dividends declared and paid on the 1,185 A and 1,195 B shares by the company between September 9, 1942, and October 27, 1947

17. This question raises a point common to all three appeals, each group of appellants being dissatisfied with the order-made by the Appellate Court as to dividends. The plaintiffs contended that this order should have directed payment in the terms of the question instead of dealing only, as it did, with the dividend declared on September 24, 1942, in respect of the year ending March 31, 1942; the defendant-appellants, on the other hand, contended that the first plaintiff was not entitled to relief in respect of any dividend declared after the contract. It was conceded by counsel for all the appellants that no distinction could be drawn for the purposes of this issue between the dividend declared on September 24, 1942, and those declared subsequently. The question therefore comes to this--was the purchaser entitled to receive the dividends on the shares purchased which were declared between the date of the contract and the date for completion as ultimately fixed by the court

18. The Appellate Court appears to have differentiated between the dividend declared on September 24, 1942, and those declared subsequently on the grounds that the former was declared in respect of a period antecedent to the contract and was therefore carried by an implied term thereof, whereas the right to the latter would only pass to the purchaser when the beneficial interest in the shares passed which, in India, was when the sale was completed, and not before. Their Lordships do not desire to cast doubt on the proposition that in India a purchaser of shares (which, under the Indian Sale of Goods Act come within the definition of " goods ") does not acquire an equitable interest by virtue of the contract of sale. But they cannot agree with the application of this proposition which commended itself to the Appellate Court. No doubt as between a company and a purchaser of shares therein the date of completion is all important. But as between vendor and purchaser, where the contract does not otherwise provide, the term to be implied as to dividends is not confined to dividends still to be declared in respect of a period or periods prior to the contract. It includes such dividends, but that is not because the period in which they were earned is crucial; what is crucial is the date or dates of declaration. It may be that the facts in Black v. Homersham (1878) 4 Ex. D. 24 misled the Appellate Court in this respect, for there the report gives some prominence to the circumstance that the dividend in question was declared in respect of a period antecedent to sale. Their Lordships cannot, however, regard that case or the decision of Morton J. (as he then was) in In re Wimbush [1940] Ch. 92, as intending to curtail the principle just stated. That principle is, in the opinion of the Board correctly expressed so far as the law of England is concerned in the passage in Palmer on Company Law, 19th ed., p. 205; 17, Edn. 212, which reads: " as between a buyer and seller " of shares, the buyer is entitled to all dividends declared " after the date of the contract for sale, unless otherwise " arranged."

19. It may be arguable that this statement of the law would be more accurately expressed as respects India if for the date; of the contract there was substituted a reference to the date agreed for completion or, as the case may be, the reasonable; date for completion. The point does not arise here as the first, dividend in question was declared after what has been accepted as the due date for completion, and their Lordships do not, therefore, express any view on it. But subject to such modification (if any) as may be warranted in this respect they are opinion that the statement just quoted is applicable to India and that the contractual obligation in the present case must be determined accordingly. That being so, and the first plaintiff having been declared entitled to relief by way of specific performance of the contract, the order against the other contracting parties, the Dinshaws, should have included a direction to pay all the dividends under discussion.. The additional appellants are in the same position. They acquired the shares with notice of the contract prior to September 24, 1942, and under Section 91 of the Indian Trusts Act, 1882, " must hold the property for the benefit of the first plaintiff to the extent necessary to give effect* to the " contract. " In view of this and of Section 27 (6) of the Specific Relief Act, 1877, the liability of these defendants in respect of the dividends in dispute cannot be doubted.

20. For these reasons question (5.) must be answered in the affirmative.

(6.) Should the Appellate Court have directed the first plaintiff to pay interest on the purchase price from September 9, 1942 (the due date for completion), until it was paid

21. It would appear from the supplementary judgment delivered by the learned Acting Chief Justice on September 19, 1947, that he associated this question with that discussed at (5.) above and regarded the circumstances that the contract did not create an equitable interest as in point on both. These questions are, indeed, closely related and their Lordships think that, on the facts of the present case, the liability of the first plaintiff to pay interest follows from his right to receive dividends as stated above. The matter does not hinge on the creation of an equitable estate or interest, but en the nature of equitable remedies and the broad principles of equity and fair dealing which underly them. In this respect there is, in the opinion of the Board, no relevant distinction between the law of India and that of England. If the first plaintiff succeeds in his claim that the contract should be specifically performed not only as to the shares but also as to the fruit they have borne while the price remained unpaid, he cannot claim to retain a fair measure of the profit earned or the expense saved by reason of the price being unpaid without denying the vendors a correlative equity and ignoring the quality and character of the relief which he has sought.

22. This question will therefore be answered in the affirmative. To avoid difficulty and delay the parties have agreed that such interest, if payable, should be at the rate of 4 1/2 per cent. per annum.

(7.) Ought the Appellate Court to have awarded the first plaintiff damages for breach of the contract in respect of the 5 A and 5 B shares in the company which stood in the name of Sir Cowasji Jehangir, the 77th defendant

23. It would seem that this defendant was a trustee or nominee of the Dinshaws. As stated earlier, he did not appear. He wrote to the plaintiffs attorneys submitting himself to the order of the court. On February 8, 1943, his holding of five collective shares was transferred to Sir Jamsetji Duggan and Lady Duggan. They have not been joined as parties to the suit. The Appellate Court made no order in respect of these shares, which are excluded from the holdings of 1,185 A and 1,195 B shares mentioned in the decree appealed from. It is clear that in the circumstances No. satisfactory order for specific performance could have been made concerning the 77th defendants shares. But as a transferee with notice he was not in a position to avoid all responsibility by transferring to others. In their Lordships view he and the Dinshaws were clearly liable in damages in respect of these shares. It was agreed by counsel that such damages, if payable, should be measured at Rs. 1,725.

24. Question (7.) will be answered accordingly.

25. This completes the consideration of the several matters calling for determination by the Board. It remains to see what effect the answers given. must have on the decree of the: Appellate Court. As the hearing of the appeals drew to a conclusion their Lordships received from counsel for the parties an agreed document indicating, on certain assumptions as to the views of the Board, but without prejudice to any of the submissions advanced in argument, how the matter might be worked out. Their Lordships, no less than counsel and the parties, appreciate the desirability of bringing this litigation to an end as speedily and conveniently as possible, and are much obliged for the assistance so given. With its aid they will now proceed to indicate the nature of the amendments of the decree of September 22, 1947, required to give effect to the views they have already set forth. They are:

26. After the words " And doth dismiss the cross-objections "of the respondents" there should be substituted for the then following words down to and inclusive of the words " against the price payable by him as hereinbefore provided " the words following, that is to say:



And both declare that the agreement recorded and put in as Exhibit C at the hearing of the suit was duly entered into with the first plaintiff by Shapoorji Pallonji Mistry as the duly authorized agent of the first and second defendants and is binding on the defendants and that the same ought to be specifically performed And this Appellate Court doth order that the defendants other than seventy-seventh defendant do specifically perform the said agreement to sell to the first plaintiff one thousand one hundred and eighty-five A shares and one thousand one hundred and ninety-five B shares of F.B. Dinshaw, Limited, and hand over the share certificates together with the relative transfer forms duly executed by them in favour of the first plaintiff or his nominee or nominees on the first plaintiff paying the sum of Rs. 35,67,857 with interest thereon as hereinafter mentioned less the sum for which he is entitled to take credit as hereinafter provided in respects of the said shares And this Appellate Court doth further order that the defendants other than the seventy-seventh defendant do execute the said transfer forms and hand over the share certificates together with the said transfer forms to the first plaintiff on or before the twenty-seventh day of October one thousand nine hundred and forty-seven time being of the essence against payment of the sum of Rs. 35, 67, 857 together with interest thereon at the rate of 4 1/2 per cent. per annum from the ninth day of September one thousand nine hundred and forty-two to the twenty-seventh day of October one thousand nine hundred and forty-seven less the amount for which the first plaintiff is entitled to take credit as hereinafter mentioned And this Appellate Court doth further order that the defendants other than the seventy-seventh defendant do pay to the first plaintiff the net amount of the dividends on one thousand one hundred and eighty-five A and one thousand one hundred and ninety-five B shares of F.B. Dinshaw, Ld., declared and paid between the ninth day of September one thousand nine hundred and forty-two and the twenty-seventh day of October one thousand nine hundred and forty-seven with interest thereon at the rate aforesaid from the respective dates on which they were paid up to the twenty-seventh day of October one thousand nine hundred and forty-seven And this Appellate Court doth further declare that the first plaintiff is entitled to take credit for the dividends aforesaid on the said shares of F.E. Dinshaw, Ld., with interest thereon as aforesaid against the sum of Rs. 35,67,857 with interest payable by. him as hereinbefore provided And this Appellate Court doth further order that the first second and seventy-seventh defendants do pay to the first plaintiff the sum of Rs. 1,725 as compensation in lieu of specific performance in respect of the five A and five B shares in F. E. Dinshaw, Ltd., mentioned in the statement marked K which is referred to in paragraph twenty-nine of the amended plaint as standing in the name of the seventy-seventh defendant but have been transferred by him to other persons not parties to the suit.

27. Their Lordships have humbly advised His Majesty that the appeal of the plaintiffs in suit No. 1086 be allowed to the extent and subject as aforesaid, that the other appeals be dismissed and that the decree of the Appellate Court be modified accordingly and affirmed subject to such modification. Anything done by any party in pursuance of the order of October 9, 1947, shall be regarded as having been done in execution pro tanto of the said decree as so modified with the proviso that any overpayment made by the first plaintiff to the defendants other than the first, second and seventy-seventh defendants over and above what he is liable to pay under the said decree as so modified as aforesaid shall be refunded to him by the said defendants with interest thereon at the rate aforesaid as from October 27, 1947, until payment.

28. The plaintiffs have succeeded on the major issues and the other appellants must pay their costs of these consolidated appeals.