S. K. Das, J. - (1.) This appeal by special leave may be disposed of an a narrow ground. The material facts are shortly these. Dahingeapar Tea Company Ltd., a company incorporated under the English Companies Act and having its registered office in the city of London owned an extensive tea garden called Dahingeapar Tea Estate comprising an area of about 522 acres under plantation, situate in the sub-division of Jorhat in Assam. That company employed over 800 manual labourers and about 19 or 20 members of the clerical staff. By a memorandum of agreement made on 7-11-1953, between Dahingeapar Tea Co. Ltd., (hereinafter referred to as the vendor) of the one part and Nikhli Jute Baling Co. Ltd., a company incorporated under the Indian Companies Act and having its registered office in the town of Calcutta (hereinafter called the purchaser) of the other part, it was agreed that the vendor would sell absolutely and the purchaser would purchase as and from 1-1-1954, all that Dahingeapar Tea Estate comprising the lands described in the Schedule thereto together with all the tea gardens, tea bushes, tea seedlings, tea plants, tea crops etc., and all appurtenances, machinery, electric installations, fittings and appliances for water supply, hospitals equipments, carts, tools utensils and also the export quota rights and internal rights relating to the sale or production of tea, and benefits of insurance and contracts for the sale of tea produced at the said tea estate as on and from January 1, 1954 or in connection with the manufacture of tea or the cultivation and maintenance of the tea estate which the purchaser may like to take over free from all encumbrances and liabilities whatsoever and at or for the price of Rs. 9,50,000, subject to the terms and conditions thereinafter mentioned. Clause 8 of the said agreement provided that subject to the payment of the purchase price in the manner therein mentioned and to the payment of the price of the estate, stores and stocks, possession of the Dahingeapar tea Estate would be given to the purchaser and that in the meantime through its manager and agents the vendor would work and maintain the planted area in as full and effectual manner as the same had theretofore been worked and cultivated and would not remove from Dahingeapar Tea Estate or cause wilful damage to any furniture, fixtures, fittings, machinery or hospital equipment on the Dahingeapar Tea Estate at the date of the agreement. Cl. 9 of the agreement, strongly relied on by the respondent, was as follows: "The Purchaser shall have the option of taking such members of the staff of the Tea Estate as it shall in its absolute discretion consider useful and efficient for running the Tea Estate. Such members of the staff shall be given fresh appointment by the purchaser as on and from the First January one thousand nine hundred and fiftyfour. Any liability whatsoever for their past services including bonuses, gratuity, leave pay, dearness allowances, etc., shall be on the Vendor's account. The Vendor shall also, be liable or all the claims whatsoever of the members of the staff not retained by the purchaser including claims for discharges of service, salary, bonuses, gratuity, leave pay, dearness allowance etc." Clause 20 of the said agreement stipulated for the delivery to the purchaser on completion of the conveyance of the title deeds and papers in the vendor's possession relating to the Tea Estate and by Cl. 21 it was agreed that all garden books of account and other books and documents relating to the garden necessary to the purchaser for the purpose of carrying on the said Tea Estate and the garden and not required by the vendor would be handed over by the vendor to the purchaser on completion.
(2.) It appears that the fact of this agreement for sale came to the knowledge of the Jorhat Jila Chah Mazdoor Sangha affiliated to the Indian National Trade Union Congress, Assam Branch. The Indian National Trade Union Congress apparently made some representation to the Conciliation Officer and on 21-12-1953, the Conciliation Officer issued a notice fixing 30-12-1953, as the date for holding conciliation proceedings and asked the parties to maintain the status quo under S. 33 of the Industrial Disputes Act.
(3.) On 22-12-1953, the purchaser issued a notice addressed "to whom it may concern." The notice referred to the agreement for sale and stated that it had been specifically agreed between the vendor and the purchaser that the latter would have absolute discretion to give fresh appointments to any member of the staff it considered fit and proper and that the vendor had undertaken all liabilities in respect of all claims whatsoever of the members of the staff including claims for the discharge of service, salary, bonus, gratuity, leave pay, dearness allowance, etc., to the members of the staff in respect of their past services. By this notice the purchaser invited applications for different posts and intimated that if any member of the present staff wished to apply, he might do so for fresh appointment under the purchaser. It was made clear that the purchaser would give no preference to any body of the staff and would not undertake, or give any understanding, to appoint any member of the staff and that the latter must rank with other outside candidates who might be applying for the posts and that the purchaser would appoint person if, at its absolute discretion, considered fit, and that it retained its right to abolish certain posts or keep any vacancy unfilled.;