Priority of earlier sale contracts governs competing claims, while transferee protection turns on good faith and notice.

Priority in date governed competing contracts for sale: the earlier enforceable agreement protected the prior purchaser, so the plaintiff could not enforce his later contract against the share already covered by that earlier bargain. The fact that the prior purchaser later took a smaller share on revised terms did not defeat his contractual priority, since he could waive part of his rights and vary the arrangement by mutual consent. A sale contract may also be enforceable by a representative-in-interest where personal qualities are immaterial and assignment is not barred, but a new assignment case could not be raised for the first time in second appeal. The issue whether the second purchaser was a transferee for value in good faith without notice was remanded for finding.

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Issues: (i) whether the earlier contract of sale in favour of the prior purchaser barred the plaintiff from enforcing his later contract in respect of the share purchased by that purchaser; (ii) whether the benefit of a contract of sale could be assigned so as to support the defence of the second purchaser, and whether the plaintiff could enforce the later agreement against him depending on notice.

Issue (i): whether the earlier contract of sale in favour of the prior purchaser barred the plaintiff from enforcing his later contract in respect of the share purchased by that purchaser.

Analysis: The priority of the earlier agreement was treated as the decisive factor. The fact that the prior purchaser ultimately took a lesser share on different consideration did not deprive him of the benefit of the earlier contract, because he could waive part of his contractual right and vary the terms by mutual arrangement. In a sale transaction, the controlling consideration was the earlier date of the enforceable agreement, not the precise terms subsequently worked out between the parties.

Conclusion: The plaintiff could not enforce his later agreement against the share purchased by the prior purchaser, and his claim failed to that extent.

Issue (ii): whether the benefit of a contract of sale could be assigned so as to support the defence of the second purchaser, and whether the plaintiff could enforce the later agreement against him depending on notice.

Analysis: A contract of sale, where personal qualities are not material and assignment is not prohibited, is capable of enforcement by a representative-in-interest. However, the plea of assignment was not taken in the written statement, and the courts below had proceeded on the footing that the second purchaser was an original party to the earlier contract, a contention that had failed. A new case of assignment could not be raised for the first time in second appeal. The remaining question was whether the second purchaser was a transferee for value in good faith without notice of the plaintiff's contract, and that issue had not been tried below.

Conclusion: The assignment defence was not accepted, and the question of notice had to be determined by the lower appellate court.

Final Conclusion: The appeal was allowed to the extent that the matter was sent back for a finding on whether the second purchaser had notice of the plaintiff's contract, and the plaintiff's claim against that share remained dependent on that finding.

Ratio Decidendi: In a dispute between competing contracts for sale, priority in date governs enforceability against the prior purchaser, while a transferee's entitlement to resist specific performance depends on whether he is a transferee for value in good faith without notice.

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