clr/1982/1982_1_535.pdf

(1982)held the vendors liable for breach of contract he awarded the purchaser £300 damages. Hence an appeal by the vendors and a cross-appeal by the purchaser against the award of damages. Held, (I) on the appeal: 5 That the interpretation of a contract is a matter of law for the Court; that the Court must strive to ascertain the intention of the parties from the terms of the agreement that are deemed to contain the only authoritative expression of the intention of the parties; that individual terms of the agreement must be 10 construed by reference to the language used, examined in the context of the agreement as a whole; that the agreement, as an entity, serves to illuminate the context in which clauses of the contract must be read, especially to highlight the purposes and objects of the agreement, but only in exceptional cases, 15 hard to visualize in specific terms,would thecontext beallowed to qualify theclear meaning ofindividual clauses;that certainly, there is no rule that the clear meaning of a clause, such as that appearing in this case,in part 2, lequiring transfer of a separate parking plot, can be qualified by the heading of a section of 20 the agreement, such as that preceding part 2 of the agreement, entitled "Technical Teims and Conditions"; that even if any anomaly might be created from the agreement of the parties, because of the limited parking spacecompared with the number ofoccupants oftheplot,thatisnot,initself,areasonfor depart- 25 ingfrom the express provisions of the agreement of the parties; and that, therefore, neither the construction placed by the trial Judge on the agreement of the parties, nor hisfindingthat the vendors were in breach, can be faulted; accordingly the appeal must fail. Held, (II) on the cross-appeal: That in a breach of contract action, where part performance is accepted, the principle of compensation applicable is that ofrestoration oftheinjured party,throughanaward ofdamages, to the position he would haveenjoyed in terms of monies worth 35 of theproperty if thecontract had beenperformed initsentirety. The trial Judge found that the difference between the value of the propeity that the vendors covenanted to convey and that actually conveyed, including the right to the joint use of the parking space, was £300.-; that he made a correct evaluation 40 536 30 1 C.L.R. G.I.P. Constractions v. Assiotfs of the evidence before him, and nothing was submitted before this Court to justify interference with his meticulous approach to the subject; consequently the cross-appeal must fail. Appeal and cross-appeal dismissed. 5 Cases referred to: Saab andAnotherv. The Holy Monastery of Ayios Neophytos

(1982)1 C.L.R. 499; Stock v. Frank Jones [1978] 1 All E.R. 948. 10 15 Appeal. Appeal by defendants and cross-appeal by theplaintiff against the judgment of the District Court of Nicosia (Artemides, S.D.J.) dated the 23rd February, 1981, (Action No. 5499/79) whereby the defendants were ordered to pay to plaintiff the sum of £300.- as damages for breach of contract. G. Pelaghias, for the appellants. S. Kittis, for the respondent. L. LOIZOTJ J.: Thejudgment of the Court will be delivered by Pikis, J. PIKIS J.: The appellants, a construction company, the 20 vendors, sold to the respondent, the purchaser, a flat in a block under construction, together with an underground covered parking plot at "ELIANA COURT", Ayia Paraskevi quarter, Nicosia. The premises were under construction when the agreement was executed. When the time came for the imple25 mentation of the agreement, thevendorsfailed, inthe contention of the respondent, to transfer the entire property sold, by refusing to transfer and register, in the name of the purchaser in addition to the flat, a parking plot. The vendors conveyed instead, the flat and a corresponding share to the use of an 30 underground parking space designated for joint use by all the occupants of the block. It consisted of nine flats and four shops. The parking ground comprised space for the accommodation of six vehicles. The purchaser accepted performance and reserved his right 35 to sue for damages for breach of contract. So, issue was joined before the District Court of Nicosia where the action of the parties was heard. Two were the prominent issues; first, what did the property 537 Pikis J. qxp- Caostruptlaw y.AS?1DI&

(1982)sold comprise, and the Court had to decide whether it com­ prised, in addition to the flat, a separate parking plot or joint ownership of the common parking space eventually made available, and, second,thedamage,if any,intheeventofbreach, suffered by the purchaser. THE AGREEMENT OF THE PARTIES: The agreementof the parties was a lengthy document divided into three parts: Thefirst part embodied the terms of the sale agreement, go to say, the second was designed to specify technical terms orcon­ ditions, and the third to establish the relationship among the 10 owners or occupants of thepremises, asjoint owners andoccu­ pants of spaces designed for common use. The property sold is described in the first part of the agree­ ment as madeup of aflat plus an undergroundcovered parking plot. The flat is identified in an architectural plan attached 15 to the agreement. The apparent intention of the parties, as it might be gathered from a literal interpretation of the clause defining the property sold, was that a flat and a parking plot, that is two separate tenements,would be conveyed to thepur­ chaser. This interpretationwas reinforced by specific reference 20 to "Ιδιόκτητου" plot, that js a plot within the exclusive ownership of the purchaser. Artemides, S.D.J., as he then was, in a well reasoned judg­ ment, found the above construction inevitable as a matter of interpretation of the wording of the pertinent clauses defining 25 the subject-matter of the agreement, read in the context of the agreement in its entirety. Heproperly directed himself to the canons that govern the construction of documents, pointing out that the intention of the parties must be derived from the terms they chose to give expression to it. In this case, he 30 observed, they left no room for doubt as to what the subjectmatter of the agreement was - aflat and aseparate parkingplot, both intended to vest in theexclusive ownership of thepurcha­ ser. The learned Judge firmly rejected the submission of the vendors that different weight should be given to the various 35 parts of the agreement,depending on theprimary purpose they were designed to accomplish, holding that an agreement must be read in its entirety in order to discern the intention of the parties. Having held the vendors liable for breach of contract, 538 5 1 C.L.R. G.I.P. Constructions τ. Asslotf» Pikis J. he awarded the purchaser £300.-damages, theloss he found as arising from the breach. 5 10 15 20 Thepresentappealismainlydirectedtowards the construction placed by the trial Judge with regard to the obligations of the vendors thereunder, particularly the property sold. He took pains to persuade us that the decision is erroneous, in that it would be unreasonable to hold the vendors liable to transfer a separate parking plot when, to the knowledge of the parties, the parking spaces were six in all. This construction is strengthened by the omission of the parties to identify, on the architectural plan accompanying the agreement, the parking plottobeconveyed. So, heinvited ustooverride thepresumed intention of the parties, revealed in the language employed, arguing in theprocess,thatlittle importanceshould beattached to the expression "self owned" parking plot, in the second part of the agreement, because that part of the agreement was not intended to define the obligations of the vendors as to the property to be transferred. He assumed a difficult task for, inevitably, we were invited to ignore the meaning of clear expressions that left no room for doubt whatever, as to their meaning. The interpretation of a contract is a matter of law for the Court. The subject is discussed in detail, in a recentjudgment of the SupremeCourt(Saab andAnother v. The Holy Monastery 25 ofAyios Neophytos -CivilAppeal 6176, delivered on 19.10.82*). The Court must strive to ascertain the intention of the parties from theterms of the agreement thatare deemed tocontainthe only authoritative expression of the intention of the parties. Individualtermsoftheagreementmustbeconstruedby reference 30 to the language used, examined in thecontext of theagreement as a whole. The agreement, as an entity, serves to illuminate the context in which clauses of thecontractmust be read,espe­ cially to highlight the purposes and objects of the agreement. Butonly in exceptional cases, hard tovisualizein specificterms, 35 would the context be allowed to qualify the clear meaning of individual clauses. Certainly, there is no rule that the clear meaning of a clause, such as thatappearing in this case, inpart 2,requiring transfer of a separate parking plot, can be qualified * Reported in this Part at p. 499. 539 Pikis J. G.I.P. Constructions v. Assiotfs

(1982)by the heading of a section of theagreement, such as that preceding part 2 of the agreement, entitled "Technical Terms and Conditions". Counsel for the appellants argued, it would be unreasonable, having regard to the limited parking space available for the 5 occupants of the block, to hold that the parties intended the transfer ofaspecificplottothepurchaser. Thereiscertainlyno inherent absurdity or anomaly in the agreement of the parties, for a vendor mightchoose,ashedidinthiscase,tosellormake available a specific parking plot to a particular purchaser. But 10 even if an anomaly might be created thereby, that is not, in itself, a reason for departing from the express provisions of the agreement of the parties. The observations madein the House of Lords, with regard to statutory interpretation, in Stock v. FrankJones[1978]1 AllE.R. 948,totheeffect that noteventhe ]5 creation ofanomalies assuch,isareasonfor departingfrom the express provisions of a statute, apply with equal force to the construction of a contract. In our judgment, neither the construction placed bythe learned trial Judge onthe agreement of the parties, nor his finding that the vendors were in breach, 20 can be faulted. Evidently, the purchaser accepted the performance offered, reserving his right, as he was entitled to, to sue for breach. He was, therefore, entitled to such damages, as the law allowed, assessed by the trial Judge to £300.-. The purchaser challenged the assessment of damages by a 25 cross-appeal. Little was said in support of the cross-appeal and, certainly, nothing was advanced to persuade us that the trial Judge went wrong in assessing damages. In a breach of contract action, where part performance is accepted, the principle of compensation applicable is that of restoration of the 30 injured party, through an award of damages, to the position he would haveenjoyed in terms ofmonies worth of the-propertyif thecontracthadbeenperformed initsentirety. ThetrialJudge found that the difference between thevalueof theproperty that the vendors covenanted to convey and that actually conveyed, 35 including the right to the joint use of the parking space, was £300.-. He made, in ourjudgment, a correct evaluation of the evidence before him, and nothing was submitted before us to fustify interference with his meticulous approach to the subject. 540 1 CX.R. G.I.P. Constructions v. Assiotis Pflds J. Consequently, both the appeal and cross-appeal fail. They are dismissed. There will be no order as to costs. Appeal and cross-appeal dismissedwith no orderas tocosts. 541 I