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PETITIONER: DELHI DEVELOPMENT AUTHORITY

       Vs.

RESPONDENT: DURGA CHAND KAUSHISH

DATE OF JUDGMENT28/08/1973

BENCH: BEG, M. HAMEEDULLAH BENCH: BEG, M. HAMEEDULLAH MATHEW, KUTTYIL KURIEN

CITATION:  1973 AIR 2609            1974 SCR  (1) 535  1973 SCC  (2) 815  CITATOR INFO :  R          1984 SC 664  (5)

ACT: Deed-Construction of.

HEADNOTE: The  Secretary of State for India had entered into  a  lease with  the respondent in 1931.  The lease was for a  term  of ninety years.  The leased land was entrusted for  management on  behalf of the Government of India to the Delhi  Improve- ment  Trust and thereafter after abolition of the  Trust  to the  appellant,  the  Delhi.   Development  Authority.   The lessee had paid a permium in consideration of the lease  and had  agreed  to  pay an annual rent of  Rs.  465/-  for  the duration of the lease. Covenant 9 of the deed provided that "the lessor will at the request and cost of the lessee at the end of the term hereby granted and so on from time to time thereafter a’ the end of each  such  successive  further term of years  as  shall  be granted"  execute to the lessee a new lease of the  premises demised by way of renewal for 20 years at the first  renewal and  20  years for the second renewal and 30 years  for  the third  renewal.  The proviso to covenant 9 stipulated  "that of each such renewed term of years as shall be granted shall not  with  the original term of the years and  any  previous renewals  exceed  in  the aggregate the  period.  of  ninety years." Covenant 10 made the rent subject to enhancement  on the second renewal.  The appellant enhanced the rent  during the  period  of ninety years and demanded arrears  of  rent. The respondent then sued for a declaration; that the  annual rent payable by him could not be enhanced during the subsis- tence  of the lease.  The High Court decreed the  suit.   In the  appeal to this Court it was contended that the  proviso to  covenant 9 made the enhancement clause operative  within the admitted period of the lease of ninety years because the "original  term"  mentioned therein not only stood  for  the initial  ninety  years  but after the expiry  of  the  first period of ninety years. [541.F] Dismissing ,he appeal, HELD  : That on an interpretation of the lease deed  on  its own  language and’ terms the enhancement clause  could  only operate upon the grant of a fresh lease after the expiry  of

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the first period of ninety years.  [54 IF] The  initial term of lease of ninety years could  not  exist with the renewal of that very lease within ninety years.   A renewal of a leaese is really a grant of a fresh lease.   If as  the words in covenant 9 clearly signify  enhancement  of rent  is  made conditional upon grant of a fresh  lease,  it could  only take place on the expiry of ’,he  initial  lease and not before that time. [538G] The  meaning  of the words "original term" as  used  in  the proviso could not be the initial term of 90 years because if that  is added to the periods of renewal of lease the  total must  obviously  and  necessarily exceed 90  years.   It  is quite.  natural  to  restrict this expression  used  in  the context  of renewals to a term of renewal.  This would be  a logical  course to adopt as the whole covenant 9 deals  with renewals of leases.  The difficulty in tearing the few words in  the  proviso away from the context of the  rest  of  the covenant as well as from all other parts of the deed is that it could, if that were done override not merely the words of the  demise,  giving the duration of the  initial  lease  as ninety  years, but would also conflict with the contents  of covenant  9 itself.  Nothing in the proviso to,  covenant  9 could  reasonably  be  used to destroy the  meaning  of  the unambiguous  opening words of the covenant showing that  the whole covenant is meant to, operate only "at the end of  the term  hereby  granted".  The meaning of a document or  of  a particular  part of it is to be sought for in  the  document itself.   This  rule  follows  from  the  literal  rule   of construction  which, unless its application produces  absurd results must be resorted to first. [542E, H] 536 Monypenny  v. Mony penny 1861 9 H.L.C. 114 and  Re  Meredith ex. p. Chick [1879] 11 Ch. d 731, referred to, The  proviso to covenant 9 could be said to suffer from  the vice of an uncertainty which can only be removed by ignoring the  words  creating this uncertainty.  In such a  case  the ambiguous words can be disregarded so that the terms of  the earlier operative part of the demise, which are clear,  must prevail. [544B] Smt.   Bina  Das  Gupta and Others v.  Sachindra  Mohan  Das Gupta,  [1968]  S.C.  p.  39 at 42 and  Glynn  and  Ors.  v. Margetson & Co., [1893] A.C. p. 351 at p.    357,   referred to. If the ambiguity created by the words used in the proviso to covenant   9   can   be   resolved,   assuming   that    two interpretations  of it are reasonably possible, as it  seems possible,   the  principle  to  apply  would  be  that   the interpretation favouring the grantee as against the  grantor should be accepted.  The English rule that a grant should be construed  most favourably to the sovereign was  subject  to the  exception  that, in case of grants  made  for  valuable consideration,  the sovereign’s honour must take  precedence over  the  sovereign’s  profit.   A  lease  ranted  by   the Secretary of State for India could not be interpreted  today by relying upon an,, special rule of construction applicable to  leases by or on behalf of the British sovereign.  It  is not  the ordinary rule of construction applicable to  grants capable  of two constructions which could be obsolete  today but it is the reversal of that rule in the case of grant  by the  sovereign  which  would  more  aptly  be  said  to   be inapplicable  today.  In the present case the lease was  for valuable consideration. [544D-F. 545F-H] Dahebzada  Mohd.  Kamgar Shah v. Jagdish Chandra Rao  Dhabal Deo  [1960]  3 S.C.R. 604 and Raja Rajendra  Chand  v.  Mst. Sukhi A.I.R. 1957 S.C. 286 referred to.

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JUDGMENT: CIVIL APPELLATE JURISDICTION : Civil Appeal No. 298 of 1973. From the Judgment and Decree dated the 26th May, 1971 of the Delhi High Court in Civil Regular First Appeal No. (O.S.  16 of 1970). L.   M.  Singhvi,  Sardar  Bahadur  Saharya,  Keshar  Dayal, Vishnu   B.  Saharya  and  Yogendra  Khushalani,   for   the appellant. V.   M.   Tarkunde,  B.  Dutta  and  Ramesh   Chandra,   for respondent No. 1. The Judgment of the Court was delivered by- BEG, J.-This is a defendant’s appeal, on a certification  of the   case,   under  Article  133(1)(a)  and  (c)   of   the Constitution, granted by the Delhi High Court. The plaintiff-respondent had sued for a declaration that the annual rent of Rs. 365/- payable on a piece of land situated in  Basti  Ara Kashan, Paharganj, New Delhi, leased  to  him from  1-4-31  for  a period of 90 years  on  behalf  of  the Secretary  of State for India could not be  enhanced  during the  subsistence of the lease for the grant of which he  had paid a premium of Rs. 18,054/-.  The plot of land leased was entrusted  for  management on behalf of  the  Government  of India to the Delhi improvement Trust, and, thereafter, after the abolition of the Delhi Improvement Trust in 1957, to the Delhi  Development Authority under Section 60 of  the  Delhi Development Act of 1957.  The plaintiff also claimed  refund of Rs. 5,935.25 ps. which had been retrospectively  demanded and  realised  from  him as arrears of  enhanced  rent  from 1.1.52to  30.6.63  after issuing a warrant of  arrest  dated 2.6.64 against 537 him.  Furthermore, the Plaintiff prayed for an injunction to restrain  the:  appellant, acting on behalf of  the  lessor, from realising an annual rent in excess of Rs. 365/- for the duration of the lease claimed to be for 90 years. The  defendant-appellant pleaded, inter-alia, that the  suit was barred by the provisions of-Sec.  A53(B)(2) of the Delhi Development  Act.Want of notice under Sec. 80  C.P.C.,  upon the Union of India, a codefendant, was also pleaded.   These questions  were decided against the defendants by a  learned judge  of  the  Delhi High Court, who  tried  the  case  and dismissed  the  suit on merits, as well as by  the  Division Bench  which had allowed the plaintiff’s appeal and  decreed by  the  suit  on merits.   Questions  decided  against  the defendants  at both stages in the Delhi High Court  are  not before us for decision.  The only question argued before  us was whether the interpretation of the lease deed (Ex.   P2), dated 17-9-31, between the Secretary of State for India  and the  appellant, by the learned judge who tried the case  and held  that  rent could be enhanced within the period  of  90 years,  was  correct, or the interpretation adopted  by  the Division  Bench,  which  allowed  plaintiff’s  appeal  after holding that the enhancement clause could only operate  upon the  grant of, a fresh lease, after the expiry of the  first period of 90 years under the lease, was correct. We  think that the most significant feature, of the case  is that  the assertion, in paragraph 1 of the plaint, that  the lease commencing on, 1-4-31 was for the term of 90 years, is admitted  to  be correct in paragraph 1 of  the  replies  on merits  in  the  written statement on  behalf  of  both  the defendants,  namely, the Union of India and the Delhi  Deve- lopment  Authority.   It was, however, not admitted  by  the

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defendants.  that the yearly ground rent of Rs. 365/-  could not be enhanced within a period of 90 years.  Paragraph 4 of the joint written statement of the defendants shows that the real dispute between the parties was whether the deed  dated 17-9-31,  under  which  the lease commenced  from  1-4-3  1, provided for an enhancement of the rent within the period of 90  years  by reason of covenants numbered 9 and 10  of  the lease deed, or, the power of enhancement was to be exercised only  on the grant of a fresh lease after the  determination of the initial period of 90’ years.  In paragraph 12 of  the plaint, the plaintiff asserted :               "12.   "That  according to, the terms  of  the               Lease dated 17th September, 1931 the land  has               been leased to the plaintiff for a term of  90               years  at  the rate of rent of Rs.  365/-  per               year.   The rent during the said term  of  the               lease  cannot be enhanced and has not in  fact               been enhanced by defendant No. 1 or  defendant               No. 2."               The   reply  in  the  written   statement   in               paragraph 12 on merits was               "12.   That para 12 of the amended  plaint  is               not admitted as stated.  The lease dated  17th               September, 1931, was granted to the  plaintiff               for a total period of 90 years at the rate  of               ground rent of Rs. 365/- per annum, subject to               the renewal of the lcase and at enhanced  rate               as provided under terms of the lease." 538 The difficulty in which the defendants were placed, possibly due  to a defective drafting of the lease deed which  failed to bring out whatever may have been the real intention,  was that they could not get out of the categorical statement  in the,  lease deed of 17-9-31 that it was- for a total  period of  90  years at Rs. 365 per annum.  Hence,  the  defendants admitted  this to be correct.  But, immediately  thereafter, the  defendants were faced with the problem that  a  natural interpretation of covenant 9 of the lease deed, dealing with both  with  the enhancement and renewal of the  lease,  laid down that the renewal was to take place only "’at the end of the  term hereby granted" (i.e. 90 years), and  covenant  10 made  it  clear  that  the right  of  enhancement  could  be exercised,  as  is naturally to be expected, only  when  the lease  is;  renewed.  Hence, to meet  this  difficulty,  the defendants,  immediately after admitting that the lease  was for  a  period  of 90 years, asserted, in  paragraph  12  of replies  on  merits in the written statement, that  it  was, "subject  to  renewal of the lease at the enhanced  rate  as provided  under the lease".  In other words, the  "renewals" were  also  covered by the initial period of  ninety  years; but, this makes no sense according to law as explained by us below. It  is  also clear that the issues framed did  not  indicate that  the  defendants’ case anywhere was  that  the  initial lease  was for a period less than 90 years.  In fact,  there could  be no issue on that point because the defendants  had admitted  the plaintiff’s statement to be correct  that  the lease  was for a period of 90 years.  Therefore, the  issues framed  on  merits indicated that the  dispute  between  the parties was confined to the question whether the  defendants could  exercise a right of enhancement within the period  of 90 years.  The relevant-issue No. 5 was framed as follows :               "Whether on the construction of paras 9 and 10               of   the  lease  deed  dated   17-9-1931   the               defendants are entitled to enhancement of rent

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             as claimed by them and if so, whether any such               enhancement has been lawfully made by them ?" If the plaintiff was not entitled initially to a lease of 90 years for the rent agreed upon but the rent was liable to be increased  within  that period, as appeared to be  the  real case  of  the  defendants in the High Court,  there  was  no question of grant of a fresh lease.  A renewal of a lease is really the grant of a fresh lease.  It is called a "renewal" simply because it postulates the existence of a prior  lease which  generally provides for renewals as of right.  In  all other  respects,  it  is really a fresh  lease.   Thus,  the initial  term of a lease of ninety years could not  co-exist with  the renewals of that very lease within  ninety  years. Hence,  the appellant’s counsel was compelled to argue  that the  initial  period of the lease must be deemed  to  be  20 years.   If  the  argument  advanced  by  the  appellant  is correct,  the Plaintiff-respondent would be merely a  tenant "holding  over" after expiry of twenty years.  But, that  is not the defendants’ case in their written statement.  If, as the   words  used  in  covenant  No.  9   clearly   signify, enhancement  of  rent is made conditional upon  grant  of  a fresh lease, it could only take place ,on the expiry of the, initial  lease  and  not before that time.   That  could  be either   ninety   years  or  twenty  years  but   not   both simultaneously. 539 If  the  initial  lease was for a period of  20  years  only subject to rights of renewal and liability to enhancement of rent on a renewal, there was nothing to prevent the  grantor from  saying so in the lease deed.  Again, if the period  of lease of 90 years on payment of an annual rent of Rs.  365/- was  subject  to  a periodic increase of  rent  within  this initial  period of 90 years, the grantor could  have  easily said  so and would have done it.  We all know that, in  such cases,  a  grantee has little choice if he really  wants  to obtain  a lease.  The terms and conditions are  really  laid down by the grantor, which is the Sovereign or the State  in such cases, and these terms are generally of a uniform type. If the language adopted in granting the lease is  defective, so  as  to  fail  to bring out the  real  intention  of  the grantor, whatever that intention may have been, the  grantee cannot be made to suffer for the defect. Before actually dealing with the principles of  construction involved,  we will set out the relevant terms of  the  lease deed  so  as  to indicate what the grantor  did  here.   The operative  part of the deed containing the words  of  demise reads as follows :               "Now   this  indenture  witnesseth   that   in               consideration of the rent hereinafter reserved               and  of the covenants on the part of the  said               Lessee  hereinafter contained the said  Lessor               does  hereby demise unto the said  Lessee  all               that  plot of land containing  by  measurement               5444  square  yards situated  at  Ara  Kashan,               Paharganj, in the Municipality of Delhi  which               said   plot  of  land  is  more   particularly               described  in the schedule  hereunder  written               and  with  the  boundaries  thereof  has,  for               greater clearness, been delineated on the plan               annexed to these presents and thereon coloured               blue, together with all rights, easements  and               appurtenances  whatsoever to the  said  Lessee               for  the term of 90 years commencing from  the               1st  day  of April, 1931  rendering  therefore               (luring  the said term the yearly rent of  Rs.

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             365/-  only clear of all deductions, by  equal               half  yearly  payments  on the  first  day  of               January  and first day of July at Rs.  182/8/-               each  at  the  Nazul  Office  of  the   Deputy               Commissioner  of Delhi or of such  officer  as               may  from  time to time be  appointed  by  the               Local Government in this behalf.  The first of               such  payments to be made on the first day  of               July next." Thereafter,  begins  a  fresh paragraph  with  the  words  : "Subject   always  to  the  exceptions,   reservations   and conditions  and  covenants  hereinafter  contained"..  These covenants  contain the obligation of the lessee to  pay  Rs. 18,154/- in 4 instalments on or before 30-9-32, a  provision for  forfeiture  of the lease on a breach of  the  condition relating  to payment of premium, the right of the lessor  to recover  the outstanding amount as arrears of land  revenue, the  reservation  of  mineral  rights  by  the  lessor,   an undertaking by the lessee to pay "during the said term"  all rates,  taxes, charges and assessments of every  description "which are now or may at any time hereafter during the  said term  be  assessed........ in respect  thereof",  the  other duties  of the lessee during the subsistence of  the  lease, the  obligations of the lessee to deliver the land  on  "the determination of the said term", and, if the 540 land is required for a public purpose "during the period  of the lease", to accept compensation only for the buildings on the  value of which the decision of the Deputy  Commissioner of Delhi was to be final and conclusive. After detailing the conditions, mentioned above,  applicable for  the  duration  of the lease, to  which  references  are repeatedly  made,  follow the  controversial  conditions  or covenants 9 and 10 which read as follows               "9. The Lessor will at the request and cost of               the  Lessee  at  the end of  the  term  hereby               granted   and  so  on  front  time   to   time               thereafter at the end of each such  successive               further  term  of years as shall  be  granted,               execute  to  the  Lessee a new  Lease  of  the               promises hereby demised  by way of renewal for               a further term as follows:--               (a)   At  the  first  renewal     ..    Twenty               years.               (b)   At  the  second  renewal    ..    Twenty               years.               (c)   At  the  third  renewal     ..    Thirty               years. Provided  always  that each such renewed term of  years  as- shall  be  granted shall not with the original term  of  the years and any previous renewals exceed in the aggregate  the period of ninety years.               "10.The  rent  of  the  said  premises  hereby               demised  is hereby expressly made  subject  to               enchancement  on the second renewal shall  not               exceed  one hundred per cent of that  reserved               at the first renewal.  Leases renewed for  the               third   period  provided  for  in   the   last               preceding  clause may be granted at the,  then               prevailing  market rate of rents for  building               land in the vicinity." The  appellant’s contention is that the proviso to  covenant No.  9  makes the enchancement clause operative  within  the admitted  period  of  the  lease of  90  Years  because  the "original  term"  mentioned there not only  stands  for  the

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initial  90 years but also includes the periods of  renewals within  it.  It is pointed out that the total period  cannot exceed 90 years.  This means that the "original term’ is  to be equated with the total period for which the initial lease and  the renewed leases could be granted.  The language,  if interpreted  in  this  way,  lends  to  patent   absurdities mentioned above. The plaintiff contends that the appellant’s construction  of the proviso would completely nullify the most essential part of  the lease contained in the words of demise for a  period of 90 years at a yearly rent of Rs. 365/- It was  emphasized that  the right of the lessee to a renewal accrues only  "at the end of the term hereby granted", and that the right  to, enhanced rent was to be a condition in the renewed or  fresh lease  ’thereafter".   The period of  demise  is  repeatedly referred  to  throughout the deed, and, as  already  pointed out, is actually admitted by the defendants to be 90  years. Hence,  it is contended that the proviso to covenant  No.  9 could not possibly be so interpreted 541 as to destroy the effect of the demise itself and reduce the initial lease from one for 90 years to a lease, for 20 years only initially.  This seems to us to be the more  reasonable view. The learned counsel for the appellant has contended :  that, words  of  demise in the earlier part of the deed  are  made expressly  subject  to  the  reservations,  conditions   and covenants in the subsequent parts; that, covenant No. 9 does not  destroy the character of the demise but only  qualifies it  by  subjecting it to liability  for  enhancement;  that, repeated  references  to the "term hereby granted"  must  be read  in the context of the whole deed; that, there are,  no words indicating that the lease; is not terminable before 90 years,  or, in other words, not renewable after  20  years.; that, the word "with" in the proviso to covenant 9, has been wrongly,  interpreted by the Division Bench to mean  "placed side  by  side" instead of signifying an aggregation  as  it ordinarily  does; that, the words "hereby granted"  used  in the  lease  cannot be equated with  "hereinbefore  granted"; that,  a  document  (Ex.  P4) dated  27.5.55  containing  an agreement  between  the,  Delhi Improvement  Trust  and  the plaintiff  merely  relates  to  development  and  betterment charges  which have nothing to do with the initial lease  so that it should not have been, used by the Division Bench  to interpret the terms of the lease; that, in view of the terms of the lease, taken as a whole, it would be incorrect to say that  the  appellant’s  interpretation  involves  that   the plaintiff  becomes a tenant holding over after the first  20 years.   The  last mentioned argument   conflicts  with  the earlier argument that the lease is renewable after 20 years. Reliance was also placed on a judgment of a learned Judge of the  Delhi  High Court interpreting a similar lease  in  the same  manner as the lease before us was interpreted  by  the learned Judge who tried the plaintiff’s suit. After having considered all the arguments advanced on behalf of  the defendant-appellant, we are quite  unconvinced  that covenant 9 could apply before the termination of the initial period  of  90 years. it is by reading the lease deed  as  a whole that we find it impossible to concur with a view based upon  the decisive effect to be given to a few words in  the proviso,  to, covenant 9 torn away from the context  of  the deed  read  as  a  whole.  We think  that  convenant  No.  9 operates only at the end of the terms of 90 years because it says so. The  problem of interpreting the proviso was solved  by  the

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Division  Bench largely by giving the word "with",  used  in it, one of its several meanings given in the, Webster’s  3rd New International Dictionary.  This was: "alongside of".  We do  not think that this meaning helps the  respondent  more, than  the ordinary meaning suggested by the appellant  which is also given there.  It is: "inclusive of".  Other meanings possibly  more helpful to the respondent, are: "(1)  (a)  in opposition  to  or  against"; "(b) away from, so  as  to  be separated  or detached from".  We are unable to say in  what exact sense the word "with" was realty used in the  proviso. It  is  used to contrast and compare or oppose,  by  placing side  by  side,  as well as to add up  or  include  what  is indicated  as so, placed.  In either case, if the  "original term"  were really to stand for the period of ninety  years, the aggregation would carry its 542 beyond  ninety years and make the limitation to that  period appear quite absurd.  So, the meaning of "with’ suggested by the appellant is also quite unhelpful. The  meaning of the word "with generally gathered  from  the context  and has to be considered in conjunction  with  word which  precede and these which follow it.  It is  the  exact meaning  of  the  words  "original term",  as  used  in  the proviso,  which is far more important.  It is  not  unlikely that  the  draftsman,  due to an imperfect  knowledge  of  a foreign  language,  which  English  is  for  us,  used   the expression  in some special sense of his own.   Its  meaning could  not,  as pointed out above, be the  initial  term  of ninety years, because, if that is added on to the periods of renewal  of Icases the total must obviously and  necessarily exceed  ninety years.  Hence, we are compelled to resort  to guesswork to make some sense out of the expression "original terms" as used in the proviso.  It may be that the draftsman described  the period of the first renewal as the  "original term"; Or, perhaps he, used it to describe the actual period of  a  renewal as constrasted with  subsequent  or  previous renewals.   It is quite natural to restrict this  expression used  in  the context of renewals to a term  of  a  renewal. This  would  be a logical course to adopt as  the  whole  of covenant 9 deals with renewal of leases.  In any case,  this is   the  only  way  in  which  we  can  make  the   proviso intelligible,  and,  therefore,  unless  the  expression  is discarded as incomprehensible or meaningless in the context, we have to read it in that sense. The difficulty in tearing the few words in the proviso  away from the context of the rest of the covenant as well as from all  other parts of the deed is that it would, if that  were done,  override not merely the words of demise,  giving  the duration  of the initial lease as 90 years, but  would  also conflict with the contents of covenant 9 itself.  As we have said earlier this covenant clearly says that it will operate only  at  the end of the first 90 years.  If,  according  to covenant  No.  9  itself, the  provisions  relating  to  the renewal  of  the lease and enhancement of rent are  to  come into effect only at the end of ninety years’ grant, how  can we  shorten it, without ignoring the most essential part  of the  lease,  and  give effect to  some  merely  presumed  or guessed  intention  in  such way as to  override  the  plain meaning  of  the language used?  Nothing in the  proviso  to onvenant  9 could reasonably be used to destroy the  meaning of  the  unambiguous opening words of the  covenant  showing that the whole covenant is meant to operate only "at the end of the term hereby granted" (i.e. after 90 years). Both  sides  have relied upon certain  passages  in  Odgers’ "Construction of Deeds and Statutes" (5th ed. 1967).   There

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(at  pages 28-29), the First General Rule of  Interpretation formulated  is  :  "The meaning  of the  document  or  of  a particular  part of it is therefore to be sought for in  the document itself".  That is. undoubtedly. the primary rule of construction  to  which  Sections 90 to  94  of  the  Indian providence  Act give statutory recognition and effect.  with certain  exceptions  contained in Sections 95 to 98  of  the Act.  of course, "the document" means "the document" read as a whole and not piecemeal. 543 The  rule stated above follows logically, from  the  Literal Rule of Construction which, unless its application  produces absurd  results  must be resorted to first.  This  is  clear from  the  following passages cited in  Odgers’  short  book under the First Rule of Interpretation set out above: Lord Wensleydale in Monypenny v. Monypenny(1) said:               "the  question  is not what the parties  to  a               deed may have intended to do by entering  into               that  deed,  but what is the  meaning  of  the               words  used  in that deed:  a  most  important               distinction  in all cases of construction  and               the   disregards  of  which  often  leads   to               erroneous conclusions."               Brett,  L.J., in Re Meredith, ex  p.  Chick(2)               observed:               "I   am  disposed  to  follow  the   rule   of               construction  which  was  laid  down  by  Lord               Denman  and Baron Parke... They said  that  in               construing instruments you must have,  regard.               not to the presumed intention of the  parties,               but  to  the meaning of the words  which  they               have used." Another  rule  which seems to us to be applicable  here  was thus  stated  by this Court in Radha Sunder Dutta  v.  Mohd. Jahadur Rahim & Others(3) :               Now,  it is a settled rule  of  interpretation               that if there be admissible two  constructions               of  a document, one of which will give  effect               to  all  the clauses therein while  the  other               will  render one or more of them nugatory,  it               is  the former that should be adopted  on  the               principle expressed in the maxim ut res  magis               valeat quam pereat". Assuming,  however, that there is some conflict  between  an earlier part of the deed containing a demise of land clearly for  a period of 90 years on an annual rent of Rs. 365,  and the  proviso of covenant No. 9, annexed to the demise, in  a later  part  of the deed, which cannot be  resolved  without discarding   or  disregarding  some  word  or   words,   the respondent’s  counsel  contended that the earlier  words  of demise,  consistently  supported by the  contents  of  other parts  of  the deed, should prevail over  the  inconsistency found  in the proviso to one of the conditions in the  later part  of  the  deed.  He relied for this  proposition  on  : Sahebzada  Mohd.  Kamgar Shah v. Jagdish Chandra Rao  Dhabel Deo  (4);  Ramkishore  Lal v.  Kamal  Narian(5);  Forbes  v. Git(6). He  also  relied  on  Smt.  Bina Das  Gupta  and  Others  v. Sachindra Mohan Das Gunta(7), where the following  statement of  law in Stavill Eros., Ltd. v. Bethell(8) ,  by  Sterling L.J., was cited with approval by this Court               "It  is  a settled rule of  construction  that               where there is a               grant   and  an  exception  out  of  it,   the               exception is to be taken

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             (1)  (1861)  9  H.  L.  C.  114  at  p.   146.               (2) [1879] 11 Ch.  D. 731 at p. 739.               (3)   A.  T.  R.  1959 S.  C.  24  at  p.  29.               (4) [1960] 3 S. C. R. 604 at p. 611.               (5)   [1963] Supp. 2 S. C. R. v. 417 at p.  42               5. (6) [1922] 1 A. C. p. 256 at r. 259.               (7)  A.T.R.  1968  S.  C.  p.  39  at  p.  42.               (8) [1902]-2 Ch. np. 523 at pp. 537-538.               544               as inserted for the benefit of the garntor and               to be construed in favour of the grantee.   If               then the grant be clear, but the exception  be               so  framed as to be, bad for  uncertainty,  it               appears to us that on this principle the grant               is operative and the exception fails." We think that the proviso to covenant No. 9 could be said to suffer  from  the vice of an uncertainty which can  only  be removed by ignoring the words creating this uncertainty.  We think  that,  in  such a case, the ambiguous  words  can  be disregarded so that the terms of the earlier operative  part of the demise, which are clear, must prevail. Learned  Counsel  for  the respondent  also  relied  on  the following passsage from Glyn and Ors. v. Margetson &  Co.(1) in the judgment of Lords Halsbury :               Looking  at the whole of the  instrument,  and               seeing  that  one must regard,  for  a  reason               which  I  will give in a moment, as  its  main               purpose,  one must reject words, indeed  whole               provisions, if they are inconsistent with what               one  assumes  to be the main  purpose  of  the               contract." If the ambiguity created by the words used in the proviso to the  9th  covenant  can  be  resolved,  assuming  that   two interpretations  of it are reasonably possible, as it  seems possible,’  the  principle  to  apply  would  be  that   the interpretation favouring the grantee as against the  grantor should  be, accepted.  This was also one of the grounds  for the decision of this Court in Kamgar Shah’s case (supra). Learned  counsel for the appellant, however,  contends  that this  principle  itself is out of date and  inapplicable  in this  country today.  He submitted, at the same  time,  that the  deed  must  be construed in favour  of  the  appellant, representing the grantor, on grounds of public interest.  No authority is cited to substantiate such a proposition.  But, learned counsel relied, for this submission, on the  British rule regulating grants by the Sovereign : a grant should  be construed  in  favour  of the.  Sovereign  and  against  the subject when it is susceptible of two meanings. We  think  that  the argument that the rule  that  a  grant, capable of two interpretations should be construed in favour of the grantee, is obsolete, and that we should employ  some test  of public interest amounts to, a plea that  we  should depart  from  established cannons of construction  of  deeds containing  grants on grounds of public, policy  which,  has been described as an "unruly horse." It is more  appropriate to  address  arguments based on public interest  and  public policy to a legislature where such policies are given  legal expression.   Our  task, as we conceive it  in  the  present case,  is  merely, to construe an agreement  embodied  in  a lease,  in  which the lessor is the grantor,  according,  to ordinary well recognised rules of construction one of  which is found stated in Smt.  Bina Das Gupta’s case (supra). (1) [1893] A. C. p. 351 at p. 357. 545 We may also cite here Raja Rajendira Chand v.  Simt.Sukhi(1)

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where  it  was  pointed out that the English  rule  a  grant should  be  construed most favourably to the  Sovereign  was subject  to the exception that, in cases of grants made  for valuable  consideration,  as is the position  in  the  lease before us, the Sovereign’s honour must take precedence  over the Sovereign’s profit.  This Court said (at page 292) there :               "  It  is,  we think, well  settled  that  the               ordinary  rule applicable to grants made by  a               subject  does not apply to grants made by  the               Sovereign  authority : and grants made by  the               Sovereign are to be construed most  favourably               for   the  Sovereign.   This   general   rule,               however,  is capable of important  relaxations               in favour of the subject.  It is necessary  to               refer  here to such only of these  relaxations               as  have a bearing on the construction of  the               document before us; thus, if the intention  is               obvious,  a  fair and  liberal  interpretation               must  be  given to the grant to enable  it  to               take  effect;  and  the  operative  part,   if               plainly  expressed, may take effect  not  with               standing  qualifications in the recitals.   In               cases   where  the  grant  is   for   valuable               consideration,  it is construed in  favour  of               the grantee, for the honour of the  Sovereign;               and where two constructions are possible,  one               valid  and the other void that which is  valid               ought  to be preferred, for the honour of  the               Sovereign  ought to be more regraded than  the               Sovereign’s profit (see para 670 at p. 315  of               Halsbury"s  Laws of England Vol.   VII,  S.12,               Simonds Editon)." We  doubt whether a lease granted by the Secretary of  State for  India  even before 1950 could be interpreted  today  by relying upon any special rule of construction applicable  to leases  by, or on behalf of the British  Sovereign.   Indian citizens  are  now governed by the  Indian  Constitution  on matters  relating to Sovereignty.  It may be that a rule  of construction traceable to the prerogatives of the Sovereign, in  the feudal age, is no longer applicable in a  Democratic Republican  State, set up by our Constitution, when  dealing with  its  citizens.   There  appears  to  be  no  just  and equitable  ground why the State as the lessor grantor,  with all  its  resources  and  experienced  draftsmen  and  legal advisers  and enjoying a practically  invincible  bargaining position as against citizen lessee grantee, should enjoy the benefit of some nebulous and unjust rule of construction  so as to enable Courts to rewrite its defectively drafted deeds in its favour.  We think that it is not the ordinary rule of construction,   applicable   to  grants   capable   of   two constructions,  which  could be obsolete  in  this,  country today,  but, it is the reversal of that rule in the case  of the  grant  by the Sovereign feudal relic-which  could  more aptly  be  said to be inapplicable here today.  And,  as  we have already pointed out, even that feudal relic was subject to  the  exception  that it could not stand in  the  way  of evenhanded justice where the Sovereign had received valuable consideration.   The  lease  before  us  was  for   valuable consideration. (1)  A. T. R. 1957 S. C. p. 286. 546 It may be mentioned here that not only was consideration, in the form of premium of Rs. 18,154/- received at the time  of grant  of the lease, but a further sum of Rs.  10,888/-  was

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paid by the lessee to the Delhi Improvement Trust under,  an agreement   to  which  both  President  of  India  and   the Improvement  Trust  were  parties as  lessors.   As  already mentioned earlier, this agreement (Ex.  P4), headed a lease, agreement,  was  in  fact,  intended  for  the  payment   of development and betterment charges for building according to a  plan  sanctioned  by the  Improvement  Trust.   But,  the document gives the history, of the lease from 1931, and,  in paragraph 0 of the agreement goes on to provide :               "In  spite  of  this  agreement,  the  parties               hereto   shall  ’-have  the  same  rights   as               heretofore under the aforesaid lease dated the               17th September, 1931." The plaintiff-respondent had, in paragraph 4 of the  plaint, laid defendants who bad accepted consideration and an yearly rent at Rs. 3651- per annum without enhancement until  after Ex.   P4 was executed in 1955.  No mention of any  liability to  pay enhanced rent is found in the deed of 1955.  it  was only in June, 1962, that somebody in the appellant’s  office seems  to have suddenly thought of taking advantage  of  the ambiguous  proviso on behalf of defendant appellant so  that an  enhancement of annual lent from Rs. 365,/- to Rs.  730/. with  retrospective effect from 1-4-51 was  demanded.   This amount was paid by the respondent under protest and after  a warrant  of  arrest  had been issued against  him.   As  the plaintiff  had  not’  relied upon an  estoppel  even  though facts, which may give rise to it, were stated, that question need not be considered by us here. The   learned  counsel  for  the  defendant-appellant   had, however,  contended that the agreement (Ex.  P4) of  27-5-55 was  wrongly  used by the Division Bench of the  Delhi  High Court  in  interpreting the lease deed of 1931.  We  do  not think  that  it  had  really so  used  it  although  it  had considered  the conduct of the defendants in accepting  rent on  the basis that it was a 90 years lease on a rent of  Rs. 365/- per year until after 1955, without mentioning a  right of   enhancement  of  rent  in  the  deed  of  1955  to   be circumstances indicating that the ’defendants themselves had put  an  interpretation upon the original  lease  which  the Division  Bench  accepted  as correct  by  finding  out  the meaning  of  the deed of 1931 first.  We have not  found  it necessary to rely upon anything in the agreement of 27--5-55 either for interpreting the terms of the lea-se of 17-9-31 547 on as all admission on any question or as providing a  basis for  an estoppel or as a circumstance supporting our  views. As  indicated above, we have reached our  conclusion,  quite apart  from the contents of the subsequent agreement or  the conduct  of the parties, by interpreting the lease  deed  of 17-9-31  on its own language and terms.  We think  that,  on the language of the lease itself, the interpretation adopted by  us is the only one, which could give effect and  meaning to all its parts read as a whole. We therefore, affirm the decision and decree of the Division Bench, and dismiss this appeal with costs. P.B.R. Appeal dismissed. 548