 Good evening everyone. Amongst us we have Justice Mahavir Singh Chauhan, a former judge from Punjab and Nairan High Court. He has also been a judicial member in the AFT and he's also a famous resource person in the Chandigarh Judicial Academy and beyond that. It is a fortuitous circumstance that we met yesterday and we made a request to sir that sir why don't you share some knowledge with us. And it was such a pleasant surprise that at a common connecting point that one who has knowledge and one who wants to disseminate it, he catches up immediately. Sir readily agreed and we said sir you have shared so many topics. Let's take something which you have taught the Chandigarh Judicial Academy to the delegates who have come from abroad. And he readily agreed to share his knowledge on the aspects of principles of interpretations of contract. And before we go in, we have gone live. I was talking to him, there will be some overlapping or interplay between the statutes also. Be that as it may on a Sunday evening and that too, just in and around the holy. It's a pleasure connecting with a person who is well recognized for his knowledge and his insights. And I would request sir that kindly share your knowledge and your life that you have exceeded to our request. Over to you sir. Thank you Mr. Chhatrat. Good evening everybody. Before I start, I must congratulate beyond law CLC that it has made available this platform to about 39,000 subscribers. And is making strenuous efforts to spread legal awakening among us to people across the borders of Indian territory. I am told that the platform has subscribers from Bangladesh, US, UK, and many more countries. And before I set out on my journey, I must convey my thanks to Mr. Vikas Chhatrat advocate. And of course, the event that made us both together where we exchanged our common interest. And it was just by the way that I told Mr. Chhatrat that I have been listening to some of the programs being sponsored by beyond law CLC. And then ultimately it was finalized that I should share something with the subscribers of beyond law CLC. Incidentally, a few days back there was a delegation from Bangladesh delegation of judges from Bangladesh visiting our judicial academy. And I was tasked to have a session on principles of interpretation of contracts. And I wish that the subject would be of some relevance and of some benefit to illegal fraternity that the subscribers of this beyond law CLC. So friends, we all know or we must have heard of the term interpretation. But before entering into the subject, let's have an overview of what is going to happen during these 45 minutes or so that are at our disposal now. During this period, we will try to understand what interpretation means. Why does need for interpretation arise? What are the internal aids available in the text itself for interpretation of the contracts? What are the fundamental approaches to interpretation? What are the tools usually used by the courts for interpretation of contracts? And we will also try to understand the two terms which have necessitated the concept of interpretation that is ambiguity and vagueness. What do these terms mean? Then nine internal aids to interpretation, namely the contract itself, title of the contract, recital, definitions, presidents clause, condition precedent, merger clause, force majeure clause and implied terms. The two fundamental approaches that is textualist approach and contextualist approach and the six tools that are used by the courts, namely, expressio-unius, ex-exclusive-volterious, adjuicidum-generous, or lord-tentadence rule, redendo-singula-singulis, nositor-esosai, contra-proferentum rule, and parole-evidence rule. So friends, first of all, let's try to understand what interpretation means. The term interpretation, as you all know, means to explain, to infer, to translate, or expound, to reframe, or showing your own understanding of something. It is the process to ascertain the true meaning of the words written in a legal document. And you all know that object of judicial interpretation being not merely to translate the text, but also to apply it in a meaningful and reasonable manner to suit the context, object and purpose of the text, and bring out the real intention of the parties. It therefore requires you, the advocates, to first understand the text, the language, the context, the object of an idea behind the text, and then give your explanation of it. So, having understood what interpretation would mean, let's now try to know what necessitates interpretation. Why does need for interpretation arise? It is well known that need for interpretation of contracts arises when language used therein is either ambiguous, that is admitting of two or more meanings, or is vague, that is imperfect, or faulty, or where dispute arises on the terms and conditions of the contract, or where a party to the contract plays with the words to escape performance, or to justify non-performance, or where a situation arises which was impossible for the parties to anticipate when the contract was drafted. Friends, words used in the contract may have different meanings in different contexts. There may be contradiction or clash between different clauses of the contract, or between the clauses of the contract and the laws, customs, and business, and trade practices. And at times, parties tend to interpret a clause differently so as to suit their respective purposes. So, these are the circumstances which necessitate interpretation of a contract, keeping the context in the background. In these lines, we have come across two words, ambiguity and vagueness. Ambiguity starts with MB and the MB part means the idea of two, but as regards interpretation, it does not only mean two, it means plurality. A word or phrase or expression that can be understood in two or more possible ways. Ambiguity in the context of a contract is defined as whether a reasonably intelligent person looking at the contract objectively would interpret the language in more than one way. Let's have some examples of ambiguous words and phrases. We all have heard the term bank every day we hear about it. It may mean a financial institution and at the same time bank of a river or riverside. Similarly, sanction, it may mean supervision or mistake. And interestingly, sorry, sanction means to permit and opposite of it to prohibit. The same word meaning to opposite meanings, having two opposite meanings to permit or to prohibit. Similarly, screen, again two opposite meanings, that is to hide from you or to show. Similarly, return, it may mean repeat or income. So when we come across such a word, the need for interpretation arises and context plays a very important role. To illustrate the phrases, having ambiguous meanings. The first phrase is I saw someone on the hilltop with a telescope. I saw someone on the hilltop with a telescope. It may mean I used a telescope to see someone on the hilltop or I saw someone on the hilltop holding a telescope. Similarly, let's stop controlling people. Let's stop controlling people. It may mean let's stop people who control others or let's stop controlling other people. Then the cat chased the mouse until it stumbled and fell. The cat chased the mouse until it stumbled and fell. It may mean the cat chased the mouse until the cat itself stumbled and fell. Or the cat chased the mouse until the mouse stumbled and fell. So these are some of the examples where expertise of an advocate and of course that of a judge comes to play to interpret the phrases and words, taking the context of the document in the background. Coming to vagueness, as aforesaid it is the imprecise or unclear use of language. Legally speaking, vagueness is the effect of not having or giving enough information or details about something. It may be unintentional or a deliberate strategy to avoid dealing with an issue or responding directly to a question. To have some examples, we have word tall, T-A-L-M. It is not clearly true or false of someone of middling height. To be very specific, we do not know how tall does one have to be to be tall. How much air does one have to lose to be bald? How old does one have to be old? How much money does one have to have to be rich? So these are again the situations where expertise and skill of lawyers and judges comes into play and a meaning is assigned to the terms and phrases which suits the context and is able to bring out the intention of the parties. Before entering into the gamut of the two approaches and various tools of interpretation, let us first try to understand the general rule of interpretation. You all know that cases are won or lost based on how courts interpret terms of a contract or a lawyer makes the justice to interpret it in a particular way. When interpreting a contract, the court should put itself in the shoes of a reasonable person in possession of all the background details reasonably available to the parties at the time of formation of the contract and then attempt to discover the parties objective, intention and purpose. And if the wording is ambiguous, take the interpretation that makes the most commercial sense. According to Old Kent Bank, the primary goal in interpreting contracts is to gather from the terms of the contract, intention of the parties and enforce it. May I quote from Ramana Dayaram Shetty, a Supreme Court judgment where the Supreme Court expounded the meaning of interpretation by saying I quote, it is well settled rule of interpretation applicable alike to documents as to statutes that save for compelling necessity. The court should not be prompt to ascribe superfluity to the language of a document and should be rather at the outset inclined to suppose every word intended to have some effect or be of some use to reject words that insensible should be the last resort of judicial interpretation. For it is an elementary rule based on common sense that no author of a formal document intended to be acted upon by others should be presumed to use words without a meaning. The court must as far as possible avoid a construction which would render the words used by the author of the document meaningless and futile or reduced to silence any part of the document and make it altogether inapplicable. We talked of internal aids of interpretation. These are available within the text itself and as a foreset are nine in number. We shall try to understand each one of them. First of all, the whole of the contract should be read. What does it mean? It means that all the clauses of a contract should be read together to get a clear picture of the purpose of the contract and intention of the parties to harmonize the conflicting terms. In Bihar State Electricity Board, Supreme Court of India has emphasized, I quote, every contract is to be considered with reference to its object and whole of its terms and accordingly the whole context must be considered in endeavoring to collect intention of the parties even though immediate object of inquiry is the meaning of an isolated term. Same thing was repeated in M.O.H. Oduman and it was said that settled canon of construction that a contract of partnership must be read as a whole and the intention of the parties must be gathered from the language used in the contract by adopting harmonious construction of all the clauses contained therein. I am sorry, I am having a sore throat and that is causing some... You all know that every contract has a title and it gives us the central purpose of the contract as also nature of the contract and these two things are used to interpret ambiguous or vague clauses or words in the contract. Recital. Recital is another introduction to a contract which besides defining the object and purpose of the contract gives the basis of coming together of the parties and in case of conflict in the clauses, it may give an idea as to coming together of the parties and dispute can be decided on that basis. Then definitions. Definitions again assign meanings to the words used in the contract and help in eliminating the ambiguity and vagueness in the terms of the contract. Then precedence clause. This is a very important clause and is often contained in the contracts and beside the other clauses like specifications, rights and obligations of the parties and actions and schedules, etc. And the precedence clause or priority clause specifies the weight that is to be given to various annexures and which term is to prevail over others in the event of inconsistency. Then there is one condition precedent. You all know that condition precedent would mean that the contract or a particular part of the contract is contingent upon happening of certain event and that has to be kept in mind while interpreting the clauses of a contract. Merger clause again is very important clause. It is also known as integration clause or entire or complete or whole agreement clause or full and final expression of parties clause. It provides that written contract is the complete agreement between the parties and any prior or subsequent agreement is superseded and cannot be taken into account and enforced. Then a very important clause, force major clause which means greater force or superior force. It resembles the term act of God referring to an uncontrollable, unforeseeable, unavoidable event rendering a party unable to perform the contract but cannot be held accountable for non-performance. The various situations that are covered by this term can be enumerated as acts of war, riots, fire, flood, hurricane, earthquake, explosion, strikes, lockouts, slowdowns, prolonged shortage of supplies, governmental action, prohibiting or impeding any party from performing its respective obligations under the contract causing its frustration. And in the absence of this clause, the result is made to section 56 of the contract act. Under this section, when performance of the act for which the contract was made becomes impossible due to an event beyond the control of the parties, the contract becomes wide and the parties are excused from performance. This section is two-fold in nature. The first part is the force-majoric clause which describes a superior force and event and renders the act as impossible. And the second is the doctrine of frustration that relieves the parties from performance of the contract on account of said impossibility. A leading case on this term is Satya Brath Ghosh versus Mangiram, Bangar and Kampani. In this case, Supreme Court observed this much is clear that the word impossible has not been used here in the sense of physical or literal impossibility. The performance of an act may not be literally impossible but it may be impracticable and useless from the point of view of the object and purpose which the parties had in view. And if an unwarranted event or change of circumstances totally upsets the very foundation upon which the parties rescued their bargain, it can very well be said that the promissor found it impossible to do the act which he promised to do. The next important term is implied term. Implied term as you all know is not part of the contract. It is not incorporated in the terms of the contract and is implied for the purpose of interpretation of the contract. For application of this term some conditions have been prescribed by the judicial presidents and these can be enumerated as it must be reasonable and equitable. It must be necessary to give business efficacy to the contract. It must be so obvious that it goes without saying it must be capable of clear expression and it must not contradict any express term of the contract. In Nabha Power Limited, Supreme Court of India issued a word of caution for the commercial courts not to resort to implied terms in a contract. A literal approach has to be adopted while interpreting contracts unless the above mentioned five tests come into play. So having gone through the internal aids available for interpreting contracts and general rule applicable to interpretation, let's travel back in the history and to understand the two fundamental approaches of interpretation. These are textualist approach and contextualist approach. Textualist approach is also called plain meaning approach literal meaning approach and grammatical approach. While contextual approach is also known as purposeive approach, objective approach, reasonable approach and mischief rule. A similar dimension is there in Hoffman's five canon approach which is in accord with contextualist approach. The textualist approach is based on the maxim Pekta Sant Sarvanda which literally means agreements must be kept. Proponents of this approach expect that the words be interpreted according to the rules of grammar giving them their natural or ordinary meaning. There should be no addition or substitution of words. Contracts written text alone should be considered and quotes were obliged to respect the business undertakings of merchants. Judges merely interpreted the consensus and item that is meeting of minds of the parties. This approach was manifestation of laissez-faire rule which means allow to do or leave me alone. The freedom to agree based on the policy of minimum governmental interference in economic affairs of individuals and society. And quotes were bound to treat such free will as sacred and to enforce it. Any attempt to contradict a written contract was impermissible in law. Leading case under this approach is paradigm versus Jane. In this case, tenant named Jane had held bound to parent to paradigm the landlord even though the invading prince Rupert had forcibly evicted him from possession of the land and his cattle was driven away. Denying relief to the tenant, court had held the laissez-faire is bound to parent despite the fact that the house had been burnt by lightning thrown down by enemies or he may have been expelled from the land or the land may have been inundated for the law would not protect him beyond his agreement. This kind of approach reminds me of a kind of judges that we call wooden headed judges. They would not think out of the box and would go by the letter of law and would not see the intent of law. However, this approach had a very short life and in Taylor versus Godwell a shift was introduced from this case and it took the first step in the journey towards contextual approach. In this case fire had directed a contract for the rental of a music hall. The contract of rental made no provision for consequences of fire and the court following a line of reasoning different from that of paradigm observed and excuse is by law implied because from the nature of the contract it is apparent that the parties contracted on the basis of continued existence of the music hall. By reading a term in the contract even though the parties had failed to provide for such an excuse in express terms the court assumed that had the parties anticipated the fire they would have excused performance and this shift in thinking or in the manner of interpretation of contracts further resulted into excuse of performance for a number of situations like substantial disappearance of foundation of the contract death of one of the parties illness of one of the parties destruction or deterioration of the subject matter of the contract extensive delays involving the performance judicial executive and administrative acts beyond parties control destructive storms hurricanes and other acts of nature strikes production production bottlenecks and blockages in supply routes etc and confirming this approach in Glyn versus Margaret Markson observed looking at the whole of the instrument and seeing what one must regard as its main purpose one must reject in other words indeed all provisions if they are inconsistent with what one assumes to be the main purpose of the contract and this kind of approach we all know classifies the judges into equitable judges the judges who think out of the box I must add that this depends on how an advocate compels the court by reasonable arguments that the terms of a contract are interpreted in a particular way that reflects the real intention of the parties and this is what this approach says according to this approach the interpretation is to be approached holistically simultaneously considering the text content and purpose rather or not the words used in the contract are ambiguous this approach is called purposive approach because according to this purpose of the contract is most important and this is called the mischief rule or Haydn's rule because it originated in Haydn's case in 1584 and is used to determine the exact scope of the mischief that the interpretation seeks to remedy and to devise a manner which will suppress the mischief and advance the remedy now I would like to refer to two very important cases in respect of this approach the first case is Smith versus Huggs this is a case where prostitutes were soliciting clients standing in the street of London this created a law and order problem and the government was compelled to bring an act known as street offenses act 1959 after enactment of this act the prostitutes started soliciting from windows and balconies some of them were brought before the court and were charged for violation of the statute and the prostitutes interestingly took a stand that they were not soliciting from the streets the court applied this purposeive approach or mischief rule and helped that the windows and balconies were an extension of the word street and the charge was held to be correct similarly there is another case Huggs versus Morris husband underwent vastamy operation and they were told by the doctor that this operation would work but surprisingly the operation failed and the couple had a healthy child they sued the doctor and his clinic for damages to pay for bringing up of the child and it was argued that failure to properly perform the operation was a breach of the contract which had resulted in great financial burden for them but the court of appeal held that there was no entitlement to damages because a reasonable person knows that there is inherent risk in medical operations and the chance it could go wrong a reasonable person knows that people providing services contract to provide the service do not necessarily guarantee the outcome of the service will be fool proof as I told you earlier this approach was reiterated in Hoffman's five canon approach in the case of investors compensation scheme versus West Bromwick building society and five tests were devised by the learned judge these are meaning which the document conveys to a reasonable man having all background knowledge and the background knowledge should include everything that affects the way the language would have been understood by a reasonable man negotiations and declarations prior to the contract are excluded meaning of the words is not literal meaning but one reasonably understood from the context meaning assigned to the words must not contradict business common sense somebody has commented in the box that Indian court judgments are not being referred to wait for a minute and we are having a number of Indian court judgments which are elaborating the theory of contextualist approach this five canon approach has been approved in many cases and a leading case from India is Noveritz vaccines and diagnostics versus Avanti's pharma in this case it was held by the Bombay High Court number one there is a presumption that the whole that the words to be construed should be construed in their ordinary and popular sense since the parties to the contract must be taken to have intended as reasonable men to use words and phrases in their formally understood and accepted sense the object of the inquiry is not necessarily to probe the real intention of the parties but to ascertain what the language they used in the document would signify to a properly informed observer second it is an accepted canon of construction that a commercial document should be construed in accordance with sound commercial principles and good business sense thoroughly the commercial object or function of the clause in question and its relationship to the contract as a whole will be relevant in resolving any ambiguity in the wording fourth and last is if the wording of a clause is ambiguous and one reading produces a fair result then the alternative the reasonable interpretation should be adopted it is to be presumed that the parties as reasonable men would have intended to include reasonable stipulation in their contract the high court eventually ruled the contract need to be read as a whole considering the nature and the purpose of the business the clause and the contract as a whole even if it is clear and unambiguous the court needs to consider the same in the facts and circumstances of the case it is necessary to see relationship between words, sentences, clauses, chapters and the whole documents it cannot be read in isolation the aspect of faith trust, fiduciary relationship and understanding between the parties just cannot be overlooked while interpreting any such private commercial documents so now coming to the tools of interpretation which are generally employed by the courts and used by lawyers in getting the contracts interpreted these are as I told you earlier excessive unionist exclusive alterious adjudgment generous or tentative rule the dendro singula singulis no sitter a sosai contra profrentum rule and parole evidence rule excessive unionist exclusive alterious and also known as negative implication rule it means the express mention of one thing excludes the others when one or more things of a class are expressly mentioned others of that class are automatically excluded if one of the two possibilities of an event is talked about expressly then the second possibility is kicked out by default for example in a locality as a general rule Saturdays and Sundays are holidays but a particular company provides that Sunday would be a holiday this impliedly means that in that company Saturday would not be a holiday and instead it would be a working day similarly certain statute grants certain rights to police, fire and sanitation employees it would mean to exclude other public employees not enumerated in that legislation leading case on this tool is swastik gases versus the Indian oil corporation in this case the supreme court ruled the absence of words like alone only exclusive jurisdiction is neither decisive nor does it make any material difference in deciding the jurisdiction of a court the three judgements held that very existence of jurisdiction clause in an agreement makes the intention of the parties to an agreement quite clear and it is not advisable to read such a clause in the agreement like statute the judgment also noted that the principle of Expressio Unius Exclusio expression of one is an exclusion of other would be applicable to such cases and it was observed that where the contract specifies the jurisdiction of the courts at a particular place and such courts have jurisdiction to deal with the matter we think that an inference may be drawn that parties to intend it to exclude all other courts then adjust them generous or law tendons rule this rule means that where general words or phrases follow a number of specific words or phrases the general words are specifically construed as limited and apply only to persons or things of that same kind or class as those expressly mentioned for example if a law contract refers to automobiles trucks tractors motorcycles and other motor powered vehicles a court might use this tool to hold that such vehicles would not include airplanes because the list included only land-based transportation a leading case on this tool is message Sibheswari cotton mills versus union of India in this case it was held that expressions bleaching, dyeing, water proofing rubberizing shrink proofing organ dye processing which precede the expression or any other process in section 2 F bracket 5 of central excise and salt act 1944 contemplate processes which import a change of a lasting character to the fabric to the production of some chemical into the fabric or otherwise therefore the term or any other process was interpreted adjusdom generous to the preceding words and calendaring without grooved rollers employed by the appellants did not result in imparting a lasting effect to the fabric it was only a temporary finish it is simply ironing of fabric by passing it between the heated cylinders of a calendaring machine the process gives the fabric a smooth and lustrous surface the round yarns are flattened and reflect more light but the yarns revert to their round shape with steaming laundering and dry cleaning therefore calendaring applied to cotton fabrics by the appellants did not amount to any other process elaborating this rule further supreme court in grassy industries versus collector of customs ruled the rule applies only when the statute enumerates the specific words the subject of enumeration constituted class or category that class or category is not exhausted by enumeration the general terms follow the enumeration and there is no indication of a different legislative intent if the subjects of enumeration belong to a broad-based genus as also to narrower genus there is no principle that the general words should be confined to the narrower genus to make this rule applicable the specific words must apply not to the different objects of a widely differing character but to something which can be called a class or kind of objects one distinct genus or category where this generic unity is absent the rule cannot apply an English case on this point is Tillman and Company versus SS nuts fold in this case it was held unless you can find a category there is no room for application for the adjutant genus doctrine and where the words are clearly wide in their meaning they ought not to be qualified on the ground of their association with other words for instance where a local act required that theaters and other places of public entertainment should be licensed the question was whether a fund fair for which no fee was charged for admission was within the act it was held to be so and that the adjutant generous rule did not apply to confine the words other places to places of the same kind as theaters so the intention of such words as or things of whatever description would exclude the rule another case on the sorry the next tool is Redendo singula singulis it means referring each expression or articulation to its comparing object this rule is normally used in distributing property and according to this rule where there are general words of description following a record of particular things such general words are to be construed distributively and if the general words will apply to some things and not to others the general words are to be applied to which they will and not to those to which they will not that is to say each phrase would word or expression is to be referred to its suitable object and an example of this rule is when a will says I devise and bequeath all my real and personal property to A by application of this rule it would apply as I devise all my real property and bequeath all my personal property to A because the word device is appropriate only to real property and the term bequeath is appropriate only to personal property another example is if anyone shall draw or load any sword or gun the word draw is applied to sword only and the word load to gun only the former word to former noun and letter to letter because it is impossible to load a sword or to draw a gun and so of other applications of different sets of words or to another the next rule is no sitter is so say it means that the words have to be read in context or in juxtaposition of the words these are surrounding as we say in common parlance that a man is known by the company he keeps similarly the words have to be given meaning by referring to the surrounding words and to illustrate this rule the reference can be made to foster versus discussant in this case a statute was involved with stated that explosives taken into a mind must be in a case or canister here the defendant used a cloth bag the court said to consider whether a cloth bag was within the definition of case or canister applying this rule it was held that the bag would not have been within the statutory definition because parliaments intention in using canister was referring to something of the same stand as a canister similarly in the case of commission of income tax versus Bhakti cellular Supreme Court of India interpreted the term technical services used in section 194 J of the income tax act and said that the term would take color from the words managerial and consultancy between which it is sandwiched these terms manager services and consultancy services necessarily involve a human intervention and therefore applying this rule the word technical would also have to be construed as involving a human element and it was held that since interconnection and port access services rendered by the SSC do not involve any human interface they cannot be regarded as technical services under section 194 J of the income tax act then contra pro parentum rule according to this rule according to this rule ambiguous words used in the deals are to be interpreted more strongly against him who uses them this principle is generally used in case of standard contracts like contract of employment contract of insurance because these contracts standard in these contracts standard forms are drafted by one party and the employer or insurer as the case may be and the other party is made to accept them a leading case on this the rule is rastriest path November since the message Vivaanchand Ram Saran in this case it was held that a well-known principle of construction of a contract that if the terms applied by one party are unclear and interpretation against that party is preferred in Lakshmi insurance company versus BP Padmavati Punjab and Haryana High Court observed that what is meant is that the words of an instrument are of a grant of doubtful import then that construction shall be placed upon them which is most favorable to the holder of this instrument or the grantee in Bank of India versus V.K. Mohandas Supreme Court observed that fundamental position is that it is the banks who are responsible for formulation of the terms of contractual scheme that the optics of voluntary retirement under that scheme will be eligible to pension under pension regulations and therefore to clear the risk of lack of clarity if any and it is a well-known principle of construction of contracts that if the terms applied by one party are unclear or an interpretation against that party is preferred then last of all comes the parole evidence rule this rule prevents extrinsic evidence from being considered unless the language of the contract is ambiguous and the court should not consider extrinsic evidence if the instrument is clear and unambiguous on its face it prevents the introduction of evidence of prior or contemporaneous negotiations and agreements that contradict modify or vary the contractual terms of a written contract when the written contract is intended to be a complete and final expression of the parties and a leading case on this rule is in this case the supreme court determine the true meaning of a contract is an iterative process undertaken by the courts and involves the interpretation of the intention expressed by the parties the courts are required to decipher the meaning behind the language used in a contract when the terms of the contract are clear and straightforward there is no scope for looking into the extrinsic evidence when doing so will only appreciate the legal interpretation responding to an argument that section 95 of the evidence permits the court to consider extrinsic evidence to reduce real meaning of the contract supreme court observed that section 92 of the act explains that when terms of a contract have been proved no evidence of any oral agreement or statement shall be admitted for the purpose of contradicting varying adding to or subtracting from its terms the sixth proviso to the section states any fact may be proved that shows in what manner the language of a document is relating to existing facts clarifying the ambit of the proviso and its nexus with section 95 the supreme court explained that the proviso could be invoked only when the terms of a document are ambiguous however when the terms are straightforward the proviso does not apply the proviso cannot be constituted as an exception to section 92 since that would defeat the purpose of the section moreover section 95 of the act on which the high court relied on to decide the matter only builds on the said proviso then there are certain exceptions to this rule where extrinsic evidence can be used and these are where the written agreement is not the whole contract or entire agreement or when the validity of the contract itself is in question where the contract is silent on a particular matter or to show that the contract does not yet operate or that it has ceased to operate or to show in what capacities the part is contracted or where the particular term word of a contract has been especially meaning by custom or is a technical term or to explain words of phrases which are ambiguous or where reports to prevailing custom is required to enact incidents to return contracts in matters with respect to which they are silent so this boring and unglamorous topic can be brought to a conclusion by referring to a very celebrated judgment of the honorable supreme court in Bangalore electricity supply company limited versus ES solar power private limited in this case the supreme court extracted from various judgments certain parts and concluded the subject by saying that number one duty of the court is not to delve deep into the intricacies of human mind to explore the undisclosed intention but only to take the meaning of words used that is to say expressed intentions second in seeking to construe a clause in a contract there is no scope for adopting either a liberal or a narrow approach whatever that means the exercise which has to be undertaken is to determine what the words used mean it can happen that in doing so one is driven to the conclusion that clause is ambiguous and that it has two possible meanings in those circumstances the court has to prefer one above the other in accordance with the set principles if one meaning is more in accordance with what the court considers to be underlying purpose and intent of the contract or part of it then the other then the court will choose the former or rather than the later the intention of the parties must be understood from the language they have used considered in the light of the surrounding circumstances and object of the contract and fourth every contract is to be considered with reference to its object and the whole of its terms and accordingly the whole context must be considered in endeavoring to collect the intention of the parties even though the immediate object of inquiry is the meaning of an isolated clause and to conclude in one sentence the purpose of interpretation as understood by me is to bring out the intention of the parties and to reach that result the whole of the context and sorry contract must be read and every effort should be made to find out what was the intention of the parties and what was the object of entering into the contract thank you so that session is quite amazing and I think it will be a eye opener for many to understand interpretation, purpose of interpretation statutory interpretation and these words we keep on reading it but to understand them from the perspective of a lawyer it's always a fascinating subject because one who can understand the statutory interpretation it will be always fascinating for him it gives him a different flip to the profession there are many that says tough work handled very comfortably and producer share the list of the judgments one has said thank you sir for wonderful session somebody somebody is asking for the citations I think yeah so we will ask you sir if it is a compendium if you can if you can give me your email address yes sir I will do that I will forward you writing and you can forward to the we will post it on the website yes yes yes it says Praveen in contracts we see indemnification clauses is there a need for an indemnification clause when there is section 73 does indemnification clause provide for a constitutional indirect damages as some people claim this is not the subject matter of today's talk but again we come to the same thing that while placing interpretation on the terms of the contract every clause of the contract has to be taken into consideration and if indemnity clause is there then very good and if it is not there then reference to section 73 can very well be made can you explain novation with an example again it is not with the context so we will not take it novation of the contract he says if you can give one example what will be a novation of contract unfortunately I don't have the contract otherwise I would have elaborated on the question of novation of a contract let it be some other time I will certainly do it rest are the questions and one is asked we have already shared our whatsapp number you can connect with us for the subsequent webinars on 7th we will have at 6pm they execute a power under article 162 of the constitution of India it is by J. Kumar Patil a senior advocate from Karnataka to stay connected with us and we are indebted to J. Singh Chauhan who has shared his insightful sessions and knowledge with us and we look forward to have more meaningful sessions with the knowledge sharing journey which beyond law CLC started during the covid times and we believe that the bad times will come but at least it has given us insights and a ray of hope to continue with the knowledge sharing thank you sir thank you very much but the subject is very boring and lengthy subject it needs at least two hours to complete the subject yes sir but I was seeing that the number of participants continued to remain the same during the zoom meeting as well as on the youtube we looked up with your