M/S. Ouchterloney Valley Estates Ltd vs State Of Kerala

Rewritten Version Notice: This is a rewritten version of the original judgment.

Court: Supreme Court of India

Case Number: Civil Appeals Nos. 1084-1088 of 1963

Decision Date: 23/10/1964

Coram: Gajendragadkar C.J.

In this case the petitioner, M/S Ouchterloney Valley Estates Ltd, contested a tax assessment imposed by the State of Kerala. The judgment was delivered on 23 October 1964 by a bench of the Supreme Court of India. The dispute arose under the Travancore‑Cochin General Sales Tax Act, Act 11 of 1125, and centered on whether a sale of tea that was stocked in warehouses on Willingdon Island, then part of the State of Travancore‑Cochin, was taxable in Kerala when the tea was sold by public auction at Fort Cochin in the Madras State. The tea was classified, stored, and identified in lots at the Willingdon Island godowns. The auction was conducted according to the Rules of the Tea Trade Association of Cochin. The State of Kerala imposed sales tax on the basis of a decision of the Kerala High Court in the case of Deputy Commissioner of Agricultural Income‑Tax & Sales Tax v. A. V. Thomas & Co. Ltd., which held that, although the hammer fell in Fort Cochin, the sale remained an “inside” sale for tax purposes because of explanation 2 to section 2(j) of the Travancore‑Cochin Act. The appellants were unsuccessful before the Sales Tax Appellate Tribunal and the Kerala High Court, but obtained special leave to appeal to the Supreme Court. While the appeal was pending, the Supreme Court reversed the earlier High Court judgment in the A. V. Thomas case, thereby removing the basis on which the tax had been assessed. Consequently, the State of Kerala sought permission to defend the tax imposition on an alternative ground, relying on sections 17 and 18 of the Sale of Goods Act and arguing that the auction constituted a sale by sample, which was incomplete at the fall of the hammer and became final only when the buyer inspected and accepted the bulk at Willingdon Island.

The Court examined the relevant provisions of the Sale of Goods Act and the Rules of the Tea Trade Association of Cochin. It held that, under section 64(2) of the Sale of Goods Act, ownership of the goods passed to the buyer at the moment the auctioneer announced the completion of the sale by the fall of the hammer. The Court rejected the notion that the initial auction was an executory or conditional contract that required further acceptance. The sale was of ascertained goods, and the transaction was concluded definitively at the fall of the hammer. Therefore, the title transferred outside the territory of Travancore‑Cochin at that point, and the transaction did not constitute an “inside” sale for the purposes of the Travancore‑Cochin General Sales Tax Act. The Court concluded that the Kerala High Court had erred in upholding the imposition of sales tax on the appellant, and accordingly set aside the tax assessment.

The Court observed that the auction did not create a conditional contract at the moment the hammer fell. The sale at the auction concerned goods that had already been identified, and the transaction was completed by the fall of the hammer in every instance. Consequently, the High Court was mistaken in upholding the imposition of sales tax on the appellant by the State of Kerala. This observation was recorded at pages 814 E‑G of the judgment.

The matter proceeded in civil appellate jurisdiction as Civil Appeals Nos. 1084‑1088 of 1963, each brought by special leave from the Kerala High Court’s judgment and order dated November 1961. The appeals, numbered T.R.C. Nos. 39‑42, 31‑34, 45‑46, 35‑38, and 47, were argued by counsel for the appellants and counsel for the respondent in all the appeals. The judgment was delivered by Chief Justice Gajendragadkar. The group comprised fifteen appeals that raised a common question of law. The appellants were plantation companies that cultivated tea on their own estates and sold the produce. Under the Travancore‑Cochin General Sales Tax Act 11 of 1125, Sales‑tax Officers assessed the appellants for several years of turnover, and the appellants argued that the transactions were not taxable. Their objections were rejected, leading to orders of assessment. The appellants appealed the orders to the Sales‑Tax Appellate Tribunal, which affirmed the assessments. Subsequent revision applications under section 15B of the Travancore Act were filed in the Kerala High Court, but those also failed, prompting the present appeals by special leave. Although the periods and turnover amounts differed among the appellants, the core issue was common, so the Court examined the facts of one representative appeal, namely Appeal No. 1084‑1088/1963, where the appellant was M/s Ouchterloney Valley Estates Ltd. The other three appellants in the group were The Kil Kotagiri Tea & Coffee Estate Co. Ltd., M/s Peria Karamali Tea & Produce Co. Ltd., and M/s Chembra Peak Estates Ltd. M/s Ouchterloney Valley Estates Ltd. produced tea on its own estates, did not engage in the business of buying and selling its products, and employed M/s Peirce Leslie & Co. Ltd., Coimbatore, as its managing agents.

The appellant’s tea output was offered for sale at a public auction conducted in Fort Cochin, where purchasers tendered the purchase price and received delivery notes from the auctioneers directing the keepers of the godown on Wellingdon Island to hand over the goods. After the tea was produced, it was dispatched to the godowns situated on Wellingdon Island, while the public auction itself continued to be held at Fort Cochin. At the relevant period, Fort Cochin lay within the State of Madras and Wellingdon Island fell within the State of Travancore. The sales‑tax assessments that were levied against the appellant covered the financial years 1952‑53, 1953‑54, 1954‑55, 1955‑56 and 1956‑57. The Court then set out the procedure that governed those public auctions. According to the summary presented in the proceedings, the tea produced on the estates was first graded, weighed and packed into chests on the estate premises. The packed chests, together with garden invoices, were then forwarded to the godowns of the appellant’s clearing and forwarding agents, Messrs. Peirce Leslie & Co. Ltd., located on Wellingdon Island, where the tea was stored pending further instructions. Subsequently, brokers stationed in Fort Cochin verified the weight of each chest, drew samples from the contents and assembled the chests into lots. The brokers printed catalogues that listed the name of each estate, the godown, the lot numbers, the serial numbers of the chests, the total number of chests in each lot, the weight of each chest and the aggregate weight of each lot. These catalogues were used to advertise the sale of the chests, together with any export rights, by public auction to be held at Fort Cochin on a specified date and time. The auction was conducted by means of the samples at the announced date and time, and the contract was confirmed in the name of the highest bidder. The bidder could bid for an entire lot or for a portion of a lot, the latter being termed a “brake”. The successful buyer was entitled to open the chests he had obtained, to inspect the tea and to determine its actual condition. If the buyer detected any difference or inferiority in quality, description, deterioration, damage or packing defects, he could lodge a claim, reject the goods or seek an allowance for the damage. Such claims had to be submitted after inspection, no later than five o’clock in the evening on the third day before the “prompt day”, which is the ninth day after the sale date, or, where removal was to occur before the prompt day, at least twenty‑four hours prior to removal. Payment for the tea was required to be made in Cochin on or before the prompt day, either in cash, by cheque or by draft drawn on a Cochin bank. If the buyer failed to make the payment by the due date, the goods could be resold, and any loss incurred by the resale would be borne by the buyer. Delivery of the tea was to be taken before five o’clock in the evening on the fifth day after the prompt day, and the goods remained at the seller’s risk only to the extent of the sale price until five o’clock on that day.

During the assessment proceedings before the Sales‑tax Officer, the appellant contended that the transactions questioned in the assessment were not liable to tax for several reasons. The principal argument against the appellant was that the transfers of tea under dispute could be assessed by the State of Kerala because of an earlier decision of the Kerala High Court in Deputy Commissioner of Agricultural Income‑tax and Sales‑tax v. A. V. Thomas & Co., Ltd. In that earlier case, the High Court examined whether the sale of tea at Fort Cochin, completed at the fall of the auction hammer, could be regarded as an “outside” sale within the meaning of Article 286(1)(a) of the Constitution. The Court concluded that the constitutional provision did not refer solely to the transfer of title under the Indian Sale of Goods Act, 1930, and therefore held that Explanation 2 to section 2(j) of the Travancore Act did not violate Article 286(1)(a). The Court further explained that if, at the moment the title passed, the goods were physically situated in the State of Travancore‑Cochin, the sale could not be classified as an “outside” sale with respect to Travancore‑Cochin and consequently could be taxed by that State. Because this judgment was binding on the sales‑tax authorities at the time they considered the present dispute, the authorities concluded that the appellant’s transactions could validly be assessed by the State of Kerala. The High Court subsequently adopted the same view when it dismissed the appellant’s revision application, citing I.L.R. [1960] Kerala 1395.

Later, the Supreme Court overturned the Kerala High Court’s decision in the appeal A. V. Thomas & Co. Ltd. v. Deputy Commissioner of Agricultural Income Tax and Sales Tax, Trivandrum. In that judgment, the Supreme Court held that the explanation to Article 286(1) creates a legal fiction between two States: the State where the goods are delivered for consumption becomes the situs of the taxable event, while the State where title passes is excluded from jurisdiction. Applying this principle to sales of tea conducted in lots by public auction, the Court observed that under section 54 of the Sale of Goods Act, title to the tea passed to the buyer as soon as the offer was accepted at the fall of the hammer at Fort Cochin, which lay within the State of Madras. Consequently, only the State of Madras possessed the authority to levy a tax on such a sale, and the sale was to be considered an “outside” sale with respect to Travancore‑Cochin.

In the present case, the Court observed that the offer for the tea was accepted when the hammer fell at the auction held in Fort Cochin, which was legally situated within the State of Madras. Consequently, only the State of Madras possessed the authority to impose a tax on that particular sale. For the territory of Travancore‑Cochin, the transaction was therefore characterised as an outside sale, meaning that the tax jurisdiction of Travancore‑Cochin did not arise. The same reasoning had been reiterated by the Court in a later Kerala decision involving Malayalam Plantations Ltd., Quilon versus the Deputy Commissioner of Agricultural Income‑Tax and Sales‑Tax, South Zone, Quilon.(3) As a result, the earlier decision of the Kerala High Court in A. V. Thomas & Co.(4)—which had been relied upon by both the sales‑tax authorities and the High Court of Kerala in the present dispute—could no longer be regarded as good law. This development implied that the appellants were entitled to succeed on the ground that the tea sales, conducted in the same manner as those examined by the Court in the two cited decisions, qualified as outside sales with respect to the respondent State. Accordingly, the sales could not be lawfully assessed for tax under the relevant provisions of the Sales Tax Act.

Mr Menon, representing the respondent State, vigorously argued that the question of whether the present sales constituted outside sales had never been properly litigated. He maintained that, when all essential facts concerning the present transactions were taken into account, the sales should be deemed inside sales for the respondent State. All parties agreed that, if the sales were held to be inside sales, the view adopted by the High Court would have to be affirmed and the appellants would be required to pay the sales tax as ordered by the tax authorities. Conversely, if the sales were not inside sales, as pleaded by Mr Setalvad for the appellants, the High Court’s decision would have to be overturned and the appeals allowed. The Court noted that the two earlier decisions referenced earlier had not addressed this specific point. In A. V. Thomas & Co., the conclusion of the Sales‑Tax Appellate Tribunal that title to the goods passed at Fort Cochin on the fall of the hammer was undisputed, thereby raising the need to interpret Article 286. In Malayalam Plantations Ltd., the Court had attempted to consider the same issue, but it did not permit the appellant to argue the point because the tax authorities’ finding that title passed at the hammer fall had not been contested before the High Court.

In the earlier proceedings the fact that title to the goods passed at Fort Cochin on the fall of the hammer at the auction was not contested before the High Court. Counsel for the appellant, Mr. Menon, argued that the State, at every material stage of the present proceedings, maintained that the sales were inside sales and therefore he should be allowed to raise that issue. The Court heard Mr. Menon on this question and indicated that it would determine the matter on its merits. When the appeals were first heard on 10 September 1964, the procedure followed in conducting the sales was presented to the Court in a summarized form, which the Court reproduced at the start of its judgment. However, because the central issue was the point at which title in the goods passed, the Court felt it necessary to have before it the complete Rules of the Tea Trade Association of Cochin that governed such sales. Consequently the matter was adjourned so that the parties could produce those Rules. The Rules have since been produced, and the Court has heard both counsel for the State, Mr. Setalvad, and counsel for the appellant, Mr. Menon, on the contention raised by Mr. Menon that, for the purposes of the State’s sales‑tax claim, the sales should be treated as inside sales. Mr. Menon further submitted that the Court should consider that the transactions were sales by sample and therefore fall within section 17 of the Act. Section 17(2) imposes three implied conditions on a contract of sale by sample: first, that the bulk of the goods must correspond in quality with the sample; second, that the buyer must be given a reasonable opportunity to compare the bulk with the sample; and third, that the goods must be free from any defect that would render them unmerchantable and that would not be apparent on reasonable examination of the sample. The argument advanced was that a sale by sample is essentially a sale of unascertained goods, so that title does not pass to the buyer until the goods are ascertained, a result embodied in section 18 of the Act. According to Mr. Menon, a sale by sample therefore constitutes a conditional or even an executory contract, which only becomes a concluded contract when the buyer inspects and accepts the goods, at which point title would pass. Section 64(2) of the Act provides that in an auction sale the transaction is complete when the auctioneer announces its conclusion by the fall of the hammer or by any other customary method, and that until such announcement a bidder may withdraw his bid. Mr. Menon accepted this principle but argued that what is completed under section 64(2) is a conditional sale, and that the contract does not become a concluded contract until the condition of inspection and approval by the buyer is satisfied.

In the Court’s analysis, it was observed that the provision of section 64(2) creates a conditional sale, but that condition does not convert the agreement into a concluded contract. The Court explained that an executory contract governed by section 17 becomes a completed conditional contract when section 64(2) is applied, yet the transfer of title under such a contract occurs only after the condition of inspection and approval has been fulfilled. The Court found this line of argument to be persuasive. The Court then turned to the factual circumstances of the case. It noted that the public auction was conducted at Fort Cochin, which at the relevant time lay within the State of Madras. However, the goods that were the subject of the auction had been stored in warehouses located on Wellingdon Island, which fell inside the territorial limits of Travancore. The inspection of those goods also took place at the Wellingdon Island warehouses. According to the Court, the contract became complete and title passed from the seller to the buyer only after the buyer had inspected the goods and formally accepted them. Because that inspection and acceptance occurred on Wellingdon Island, the Court held that the transaction constituted an “inside sale” for the purposes of the sales‑tax imposed by the respondent State. To support this position, counsel for the petitioner cited a passage from Benjamin in which it was stated that when the subject‑matter of a sale does not exist or is not ascertained at the time of the contract, the agreement that the thing will, when existing or ascertained, possess certain qualities is not a mere warranty but a condition. The performance of that condition must precede any obligation on the part of the buyer, because those qualities form part of the description of the thing sold and are essential to its identity; consequently, the buyer cannot be required to receive and pay for a thing different from the one contracted for. The Court recorded this quotation faithfully. Counsel for the petitioner also relied on another passage from the same work, which described acceptance as the buyer’s taking of the goods with the intention of becoming the owner, found on page 750. The argument advanced was that, in a sale by sample, goods must be inspected, and only when the inspection reveals no material defects does acceptance follow, thereby rendering the contract concluded and causing title to pass to the buyer. Further, counsel for the petitioner cited an additional statement from Benjamin, which explained that specific goods may be sold by description, and if the specific existing chattel does not match that description, the seller breaches a condition precedent rather than merely a warranty or collateral agreement, as quoted on page 304. Finally, counsel for the petitioner referred to the decision of the King’s Bench Division in McManus v. Fortescue & Anr., noting that the Court of Appeal in that case held that where an auction is subject to a known reserve price, the auctioneer’s offer to sell, the bidding process, and the final fall of the hammer to the highest bidder are all subject to the condition that the reserve price be achieved.

The Court observed that the sale at the auction was expressly subject to the condition that the reserve price must be attained. Consequently, when the auctioneer knocked the article down to a bidder whose offer was below the reserve, that bidder could not maintain any action against the auctioneer. The bidder had no remedy for alleged breach of duty in refusing to sign a memorandum or otherwise complete the contract, nor for any alleged breach of a warranty of authority to accept the bid. In addressing the issue presented before the Court, Justice Collins, M. R., noted that no authority had been cited to demonstrate that the fall of the hammer could invalidate a condition that had been expressly stipulated in the conditions of sale. Justice Fletcher Moulton, L.J., expressed the same view, observing that the principal’s fixing of a reserve price imposes a perfectly valid and effective limitation on the auctioneer’s authority. Accordingly, the striking of the hammer does not alter the binding nature of the reserve‑price condition, and the contract of sale could be concluded only if that condition were fulfilled. The Court further pointed out that the entire argument advanced by counsel for the petitioner was premised on the assumption that the contract of sale by sample in the present proceedings involved goods that were, in some sense, unascertained and that the contract would only be completed when the buyer inspected the goods and accepted them. (1) Judah Philip Benjamin, A Treatise on the Law of Sale of Personal Property, 8th Edn. by Finnimore and James, p. 907. (2) [1907] 2 K.B. 1. The Court then turned to the statutory provisions governing the moment at which title in the sold goods passes. It held that there is no doubt concerning the applicable sections of the Act. When a contract of sale concerns ascertained goods that are specifically described in a list prepared before the sale, and when that list contains all material particulars about the goods, the question of when title passes depends essentially on the intention of the parties as expressed in the contract terms. Section 19(1) of the Act provides that where a contract is for the sale of specific or ascertained goods, ownership in those goods transfers to the buyer at the time the parties intend it to transfer. Section 19(2) adds that, to determine the parties’ intention, the Court must consider the contract terms, the conduct of the parties, and the surrounding circumstances. Under Section 19(3), unless a different intention is evident, the rules laid down in Sections 20 to 24 apply to decide the question. The Court concluded that, in the present case, the goods were neither unascertained nor non‑existent. The goods clearly existed; they had been graded, weighed and packed in numbered chests, and a detailed list of their contents had been prepared.

It was observed that the contents of the numbered chests were dealt with individually. Although the buyers at a public auction were shown only samples and were permitted by the rules to inspect the goods, this did not convert the transaction into a sale of unascertained or non‑existent goods. Consequently, the relevant and material terms of the auction rules were examined, because those provisions determine the moment at which title passed to the purchaser. Condition 7 of the rules stipulated that, subject to the reserved or upset price, the highest bidder became the buyer, and it further provided that until the hammer fell or the sale was registered as described in clause 5, any bidder could retract his bid. Condition 8 required the auctioneer to announce the name of the highest bidder before the lot was knocked down. Condition 11 granted the buyer the right to open the chests he had purchased and to examine their contents in order to ascertain the actual state and condition of the tea. This examination had to be completed before the deadline for submitting claims set out in condition 12, or, if the tea was removed earlier, before the date of actual removal. Condition 12 was considered material and was therefore read in full. It stated: “All claims on the ground of difference or inferiority in quality, description, deterioration, damage, defect in packing or any other ground whatsoever must be submitted to the selling broker in writing not later than 5 p.m. on the third day before Prompt Day. Prompt Day shall be the tenth day after date of sale. In the case of teas removed before Prompt Day, such claims must be submitted at least 24 hours before removal of tea. In the absence of any claim submitted in strict accordance with this condition, the tea shall be deemed to have complied with the contract in all respects and to have been accepted by the buyer, who shall not be entitled to reject the tea or to claim any allowance or damages in respect thereof.” The counsel for the petitioner placed considerable emphasis on the fact that this condition provided that the goods would be deemed accepted when the buyer failed to complete the inspection within the prescribed time. In other words, the argument advanced was that acceptance could be deemed to occur only after the procedure outlined in condition 12 had not been followed, thereby implying that acceptance was contingent upon inspection in every case. The judgment concluded that the significance attached to this wording should not be overstated.

In this case, the Court examined the phrase “to have been accepted by the buyer” that formed the basis of the argument presented by Mr Menon. The Court observed that the relevant condition in the contract had already referred to the chests as having been purchased by the buyer, a formulation that directly contradicted the position taken by Mr Menon. Consequently, the Court deemed it inappropriate to decide the matter solely on the literal wording of the conditions, such as the terms “purchased” or “accepted.” Instead, the Court emphasized that the substance and practical effect of the conditions should guide the decision‑making process.

The Court then set out the procedural timetable prescribed by the contract after a public auction. According to the contract, a buyer was required to lodge any claim no later than the third day before the so‑called Prompt Day, or at least twenty‑four hours before the removal of the goods, whichever of these two events occurred first. The Prompt Day itself was defined as the tenth day on or before which the buyer had to make payment, and the buyer was obliged to take possession of the goods before five o’clock in the evening on the fifth day following the Prompt Day, as stipulated in condition 22. Under condition 23, the goods remained at the seller’s risk only up to the value of the sale price until five p.m. on that fifth day after the Prompt Day, or until the buyer removed the goods earlier, whichever happened first.

Condition 12 was highlighted as granting the buyer the right to raise a claim on several possible grounds. The buyer could rely on a claim based on a difference or inferiority in quality discovered during inspection, on a defect in the packing, or on any other ground whatsoever. The Court noted that once the period fixed by condition 12 had elapsed, the buyer lost the ability to make a claim to reject the goods, and could no longer seek any allowance or damages in respect of those goods.

The Court then turned to condition 13, which it described as also being of considerable importance. The condition read: “Each chest comprised in a lot shall be treated as the subject of a separate contract of sale; but this condition shall not entitle the buyer to require the seller to give part delivery of less than the full number of chests sold; and in the event of the buyer claiming to reject the lot purchased by him, the Arbitrators or Umpire, if satisfied that the lot was not a good tender, shall be entitled to award rejection of the entire lot, and not only the particular chests found on examination to be defective.” The Court observed that the first part of this provision corresponded with section 64(1) of the Act, yet it added an additional restriction that, despite each chest being treated as a separate contract, the buyer could not demand delivery of fewer chests than the total number sold. If the buyer chose to reject the contract, the arbitrators or umpire, upon being satisfied that the lot was not a good tender, could order rejection of the whole lot, or, in appropriate cases, could order rejection of specific chests that were found to be defective. The Court further explained that, similar to the word “accepted” in condition 12, the term “tender” in condition 13 did not materially alter the nature of the transaction. Condition 13 therefore clarified the limited and specific remedy available to the buyer under the contract.

The Court observed that when a buyer discovers a substantial defect in the quality of the goods purchased, the buyer does not acquire the power to unilaterally rescind the contract; instead, the buyer may only lodge a claim before the Arbitrator, and this provision aligns with the understanding that the goods have already been bought and the buyer’s claim arises from a breach of the sale contract. Counsel for the appellant, Mr Menon, contended that condition 13 merely permitted the buyer to approach the Arbitrator and that the buyer remained free to reject the contract independently or to pursue a damage claim in a civil court without resorting to arbitration. The Court rejected this argument, holding that condition 13 was not a mere enabling clause but an obligatory term that restricted the buyer to a single remedy, namely, seeking appropriate relief from the arbitrator. The Court then turned to condition 15, which states that if the buyer fails to pay for the tea or any portion thereof on the stipulated date, the seller may resell the goods either by auction or private sale at the seller’s discretion, and the buyer must bear any loss arising from such resale, together with interest at six per cent per annum from the due date and all incidental charges, while the buyer is precluded from retaining any profit derived from the resale. The Court found this provision consistent with section 64(2) of the Act and concluded that it could not support Mr Menon’s suggestion that title to the goods passes to the buyer only after inspection and acceptance. The Court noted that condition 16 is a general arbitration clause providing that any disputes or differences between the parties shall be referred to arbitration as indicated therein. By reading conditions 13 and 16 together, the Court affirmed that all claims available to the buyer must be presented to the arbitrators, and the arbitrators’ decision would settle the dispute between buyer and seller. After a careful review of the rules governing sales by public auction, the Court was satisfied that title to the goods transferred to the buyer under section 64(2) of the Act at the moment the auctioneer announced the completion of the sale by the fall of the hammer. The Court clarified that the initial auction could not be characterised as an executory contract that became conditional upon the hammer’s fall; rather, it was a definitive sale of identified goods concluded at the hammer’s fall. On this basis, the Court concluded that the High Court had erred in its finding that the sale was conditional and therefore set aside the High Court’s conclusion.

In this case, the Court observed that the officials charged with collecting sales tax had a proper basis for levying tax against the respondents concerning the transactions that gave rise to the present appeals. After examining the material placed before it, the Court concluded that the appellate pleas should be permitted and that the judgments rendered by the High Court in the revision proceedings must be overturned. Consequently, the earlier orders issued by the High Court in the revision proceedings were declared to be of no effect and were consequently set aside. Accordingly, the Court declared that the demand for sales tax made by the tax authorities against the respondents was to be treated as null and void. The judgment further specified that no order regarding costs would be made to be awarded in favour of either party. Each of the parties was directed to bear its own costs incurred in the proceedings without seeking reimbursement from the other side. The Court emphasized that the validity of the tax demand could not be sustained in view of the legal principles applied. Accordingly, the tax authorities were required to withdraw the assessment and to restore any amounts that may have been collected from the appellants. For these reasons, the Court affirmed the relief that had been sought by the appellants in the appealed matters.