- (1.) This appeal, after certification by the Gujarat High Court of fitness of the case for it, arises in the following circumstances :
(2.) Uttamram Mayaram Thakar, a flourishing lawyer, made a will on 10-6-1943, and died childless on 20-6-1946. His 'widow, Bai Ruxmani, obtained, under the will, inter-alia, certain shares the right and title to which are disputed before us. On 6-3-1948, Bai Ruxmani executed a Registered gift deed purporting to donate the disputed shares in various limited companies, of which details were given in the gift deed, to her brother, Vasudev Ramchandra Shelat, the appellant before us (hereinafter referred to as "Shelat"). On 18-4-1948, Bai Ruxmani also expired. But, before she died, she had signed several blank transfer forms, apparently intended to be filled in by the donee so as to enable him to obtain the transfer of the donated shares in the registers of the various companies and share certificates in his own name. She had put her signatures in the correct places showing that she meant to sign as the transferor of the shares. The shares could not, however, be transferred in the registers of the various companies, in accordance with the relevant provisions of Company Law, before the lady's death. Therefore, the respondent before us, Pranlal Jayanand Thaker, a nephew of the late Uttamram Mayaram Thaker, disputed the claim of the appellant Vasudev Ramchandra Shelat to these shares in an administration suit which came up before a learned Judge of the Gujarat High Court in second appeal together with other matters. The learned Single Judge held that Shelat was entitled to the shares covered by the registered gift deed to which the blank transfer forms could be related but not to others said to have been orally gifted will which we are not concerned here. The learned Judge having granted Leave to file a Letters Patent Appeal, a Division Bench of the Gujarat High Court, which considered the rival claims, reversed the decision of the learned Single Judge even with regard to the shares covered by the registered gift deed on the ground that the gift was incomplete for failure to comply with the formalities prescribed by the Companies Act for "transfer" of shares. It held that there was no equity in favour of Shelat so that he may claim a right to complete what was left incomplete by the donor in her lifetime even though there could be no doubt that Bai Ruxmani had intended to donate the shares to Shelat. 2. We think Mr. S. T. Desai, learned Counsel for the appellant Shelat, rightly pointed out that every material finding on questions of fact, given in favour of the appellant, was upheld by the Division Bench. After indicating the terms of the gift deed, the Division Bench held : "Thus, it is undoubtedly true that t: e deed of gift discloses a clear and unequivocal intention on the part of Bai Ruxmani that Vasudev should become the owner of these shares and he should for all future time enjoy the fruits thereof. It is a well settled position in law that unless the gift is completed as required by law, mere intention to make a gift cannot pass any title to the donee and does not make the donee the owner of the property gifted by the donor. The registered gift deed itself cannot create any transfer and so it was not competent to the donor to divest the title in her merely by the execution of the gift deed. She was required to execute the regular transfer deeds or instruments of transfer in favour of Vasudev Shelat and hand them over to the donee, Vasudev Shelat, together with the share-certificates." It went on to say : "The circumstances as they clearly emerge and the facts as found by the Courts below, go to show that the deed of gift was executed on March 6, 1948, and, at the same time, the relevant share-certificates were handed over by the doner to the donee; and, sometime between March 6, 1948 when the gift deed was executed, and April 18, 1948, when Bai Ruxmani died, blank transfer forms signed by Bai Ruxmani were handed over by Bai Ruxmani to Vasudev Shelat, the donee."
(3.) The appellant's submissions, on facts found, may be summarised as follows : (1) As between the donor and the donee the transfer was complete with the registration of the gift deed; and, as there was a registered document, even delivery of share certificates to the donee was not necessary in view of sec. 122 Transfer of Property Act. (2) Assuming, without conceding, that the donor had to do something more than to execute a registered document, this too was done when the share certificates and the signed "blank transfer" forms were handed over to the donee by the donor. It did not matter if the name of the donee and other particulars are wanting in these blank forms. All necessary particulars of shares involved were expressly mentioned in the gift deed which specifies and identifies each individual share meant to be donated. The gift deed and the signed blank forms had to be read together. The donor had done all that reasonably lay within her power to complete the donation. (3) The conduct of the donor, in handing over the share certificates to the donee and the blank transfer forms read in the context of the expressly laid down intentions of the donor in the gift deed, raised the presumption of an implied authority to fill in the details and to submit to the companies concerned the forms given by the donor to Shelat before her death. (4) There was no evidence whatever in the case to repel the irresistible inference of an implied authority given to the donee to fill in and submit the transfer forms so as to obtain the necessary entries in the registers of the various companies concerned. (5) The Division Bench had, after giving all the necessary findings of fact in favour of the appellant, misdirected itself by resorting to the doctrine that there is no equity to complete an incomplete transaction, as there is when a bona fide purchaser for value comes before the Court. There was no ques tion of any equity involved here. The simple question was one of fact; Did the inference of an implied authority of the donee to fill in the forms and take other steps necessary to get his name entered in the registers of share holders arise or not Instead of considering and deciding whether such an inference arose, the Division Bench had failed to decide the real issue on the erroneous view that equity debars it from inferring an implied authority because the donee, unlike a bonafide purchaser for value, had paid nothing for the rights he could get from the donor.;