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These materials do not at all indicate that when the Petitioner's wife addressed the two subject emails (i.e. of 9 June 2011 and 15 June 2011), she was doing so as an authorized representative of the Petitioner.

11 Section 182 of the Contract Act defines an "agent" as a person employed to do any act for another or to represent another in dealings with a third person. The authority of the agent, as Section 186 provides, may be express or implied. Section 187 defines express and implied authorities. An authority is said to be express when it is given by words spoken or written. It is implied when it is to be inferred from the circumstances of the case. Things spoken or written or the ordinary course of dealing may be considered as these circumstances. So far as the extent of the agent's authority is concerned, Section 188 provides that the agent, having an authority to do an act, has authority to do every lawful thing which is necessary in order to do such act. If the agent has done any act on behalf of his principal, without the latter's authority, under Section 196, the latter may elect to ratify or disown such act; if he ratifies the act, the same effects follow as if it had been performed by his authority. Ratification, as provided in section 197, may itself be express or may be implied by the conduct of the person on whose behalf the act is done. The ratifier must, however, have knowledge of the facts of the case, without which, as Section 198 provides, no valid ratification is possible. These provisions give rise to a whole lot of questions, particularly in the light of the facts of our case sat arbp 167-2015.doc where the Petitioner's wife is claimed to have acted as his agent so as to make him responsible for her acts, which questions appear to have escaped the arbitrator's attention altogether. Was the Petitioner's wife acting for him in the particular act, namely, addressing of the two subject mails, or was she generally representing him in his dealings with the Respondent or involving the others to whom the emails were copied? Was her authority to do so express or was it to be implied from the circumstances of the case (including words spoken or written by the Petitioner)? Was calling the Respondent a "forger", which may be a criminal act involving an offence under Section 499 of IPC, a matter within or without her authority? If without her authority, did the Petitioner ratify the act? Did he do so expressly or by implication? If he might be said to have ratified it, did he have the full knowledge so as to make the ratification valid? These and other pertinent questions either appear to have escaped the arbitrator's attention altogether or to have been considered by him only in an unacceptably tentative manner, as I shall presently point out.

12 It was nobody's case that the Petitioner's wife had his express authority (i.e. by spoken or written words) to act on his behalf when she wrote the two subject emails. Though the arbitrator appears to have skirted this issue in terms, it is possible to say that in effect he considered the authority to be an implied authority, since he went by what he termed as the circumstances of the case. The fact that she made inquiries from 2008 and till 2010 is neither here nor there. She may have assumed an authority; she may be doing so as an anxious wife's bit; she may be using her good offices for the sake of her husband. There is nothing to suggest what really was the case. But what is more important is that all these inquiries had preceded the deed of settlement which was of 3 January sat arbp 167-2015.doc 2011. So how do these inquiries suggest that she had the authority to either act on his behalf in pursuance of the deed of settlement or in matters arising out of the same? There is no answer. The minutes of meeting of 22 April 2010 (Exhibit C-26) as well as the email of 26 March 2010 (Exhibit C-2 (colly.)) and the attendance sheet of 12 August 2010 (Exhibit C-44) also equally pre-date the settlement. It is unfathomable how the attendances referred to therein lend or confer any authority to or on the Petitioner's wife to represent her husband whilst acting in pursuance of the settlement or in matters arising out of it. The facts that the draft settlement was sent by the Petitioner's chartered accountant to her (and not to the Petitioner) or that he (the Petitioner's chartered accountant) or M/s. D.M.Harish and Company (the Petitioner's advocate) dealt with her, may at best indicate that she had the authority to receive those communications or act on her husband's behalf vis-a-vis them (i.e. the chartered accountant and the advocate). How does that give her authority to deal with the Respondent and that in pursuance of or in matters arising out of the settlement or involving others to whom the two subject emails were copied. Further, assuming that she had the authority to deal with the Respondent in the matter of the subject of settlement generally or, particularly, in connection with the sale of shares of MSM or the term sheet signed between Providence and SCB, it was nobody's case that she had the authority to breach the settlement (clause 3 thereof) or call the Respondent a "forger" which can well be termed as a penal wrong. The question then is of ratification - and a valid ratification at that - by the Petitioner of her calling the Respondent a "forger". The only circumstance, which the arbitrator appears to have considered in this behalf, is that the Petitioner, despite knowledge of the email of 15 June 2011, did not repudiate his wife's statement or clarify that it was not his opinion. The law does not put sat arbp 167-2015.doc the burden of repudiation on the principal, when the agent acts beyond his authority. The law requires a positive act of ratification on his part so as to fasten him with the consequences of that act. Once again, the arbitrator appears to have missed the plot, resulting into a complete miscarriage of justice.