(1988)1988July7 (DEMETRIADES.STYLIANIDES,PIKIS,JJ) GALATIAP. GEORGHIADESj Appellant v. PETRAKIS GEORGHIADESj Respondent. (CivilAppeal No. 7140). Construction of writtencontracts— Objectofinterpretation — Cardinal presumption thatpartiesintended what they have infactsaid. Motorcars — Transferof— Contractualobligationtotransferacarinthe name of aparticularperson in consideration of aparticularsum of money —As car's registrationhad been revoked, its transferwas not possible, unless firstre-registered— Whichofthepartiestosaid contractshould pay the re-registration fees. 5 Evidence — Written contracts —Extrinsic evidence —As a rule inadmissble. Words and Phrases: *Car» itfalcontract to transfera carin the name of 10 another. Settlement —Declared in Court and made Rule of Court—It is a contract. Action 1885/80 brought bythe respondent (hereinafter called thffather) against the appellant (hereinafter called the daughter), was 15 settled.The settlement wasmade a Ruleof Court. The settlement provided, interalia, that upon payment of £4,189 with 7% interest as from 7.6.80 by the daughter to the father, the latter «will take all necessary steps for the transfer of car Reg. No. HW686 inthe name ofthe daughter». As an unregistered car cannot under the relevant Regulations be transferred and asthe Registration ofthesaid carhad been revoked for failure to renew the circulation licence, the car could not be transferred, unless first registered. 428 20 •L.R. Georghlades v. Georghiades Inorder to make possible the registration of the car the daughter paidthere-registration feesand thecirculation licence.The question raised in the action, that ensued between the parties, is whether, under the aforesaid settlement, the amount paid asaforesaid should have been paidby the father. Thetrialcourt found thatitwasnotwithin the father' sundertaken obligations topay the said amount. Hence thisappeal bythe daughter. Held, allowing the appeal. The Rule of Court is a contract. The interpretation ofa written document is,generallyspeaking, amatter of law for the court. The object of interpretation of a written document isto discover the real intention of the parties as declared in thedocument. The construction mustbe asneartothemindsand apparentintention ofthepartiesasispossibleandasthe lawpermits. Thecardinalpresumptionisthatthepartieshaveintendedwhatthey have infact said. The trial Judge relied on the extrinsic evidence. It is well settled principle of law that when a transaction has been reduced to, or recorded in writing,extrinsicevidence is,ingeneral, inadmissible to contradict, vary, add toorsubtract from the termsof the document. Theordinarymeaningofaword,isnotnecessarilyitsetymological meaning,butthatwhich the ordinary usageofsocietyappliestoit. Whatwere the.obligationSiOf the father underthe Rule of Court? They were objective.Obligations. The father undertook, on ( condition only of payment of. the stipulated amount, to take all necessary steps required totransfer a particular car. Theword«car»hasaclearand unambiguousmeaning.Itisamotor vehicle duly registered with the Registrar of motor cars; no unregistered car can be transferred under the Law..and the Regulations. Therefore, the obligation of the father, naturally and clearly flowing from the interpretation of this document, is that he shouldtakeallnecessarysteps,andtheseincludedthere-registration ofthecar,inordertoregistersamethroughtheappropriate authority in the name of the daughter. Any.other interpretation leads to absurdity and iscontrary to Law. Appeal allowed with costs. No order as to costs in respect of the proceedings before the trialCourt. 429 Georghiades v. Georyhiade*
(1988)Casesreferredto: Ashpitelv. Sercombe11850] 5 Exh. 147; Halfdan Gneg&Co. A/Sv.SterlingCoal&NavigationCorporation and another[1973] 1AllE.R 545; SaabandAnotherv. HolyMonasteryAy Neophytos
(1982)1 C.L.R. 499; 5 G.I.P. Constructions Ltd.v.Assiotis
(1982)1CLR.535; Panayiotouv. IslandBeachDevelopmentLtd.
(1985)1 C.L.R.623; Fordv.Beech[1848]11Q.B.852; Monypennyv. Monypenny[1861] 9H.L.C. 114; ^ Simpsonv.Foxon [1907]Ρ 54; Hilbers v.Parkinson [1883] 25 Ch. D.200. Appeal. Appeal by defendant against thejudgment of the DistrictCourt of Limassol (Hadjihambis, D.J.)datedthe6thMarch, 1986 (Action No.8285/84)wherebyshe was adjudged topay totheplaintiff the sum of £895.-plus interest at7% on theamountof £4,189.- from 3.12.84 and her counterclaimwas dismissed. 1 5 S. M.Patsalides, for the appellant. Y.Agapiou, for the respondent. 20 Cur. adv. vult DEMETRIADESJ.:Thejudgment of theCourtwillbe delivered by Mr. Justice Stylianides. STYLIANIDES J.: This appeal turns on the construction of an agreement of theparties,recordedby theCourtin Case No. 1885/ 25 80 and made a Rule of Court. The appellant is the daughter of the respondent (hereinafter to be referred to as the «daughter»and «father» respectively). Action No. 1885/80was filedintheDistrictCourtof Limassol by the father against the daughter. On 16ft January,. 1984. the"parties-with their advocates were before the Court for that case. A settlement of a number of disputes of the parties was reached. Itwas stated to the Court by 430 30 1 C.L.R. Georghlades v. Georgtilades Styltanldes J. counsel of theparties.Such settlementwas recorded by theCourt and was made a Rule of Court. Paragraph (c)thereof reads as follows:«The Defendant recognizes thatshe owes tothe Plaintiff:(
- b)10 15 (
- c)The amountof £4,189.-paid insettlementof thedebt of thr Defendant of a car under Registration No.HW 686 with !"•>• interest thereon from 7.6.80. (The aforesaid car is in the ίΐΊΐηβ of the mother of the Defendant and the Plaintiff abandons any claim of the said car.)The Plaintiff undertakes to take all necessary steps required to transfer same in the name of the Defendant upon payment by her of theamount due inrespect of the car. The Defendant undertakestopay all theabove debts tothe Plaintiff on or before 31/12/84.» In November 1984, before the payment of the amount of £4,189.-, the aforementioned car, Registration No.HW686 was registered in the name of the daughter by the mother, with the 20 consent of the father, in order to enable her to get the necessary finance and pay off the amount payable to the father under the said Rule of Court. Regulation 5 of the Motor Vehicles and Traffic Regulations 1984 provides that the owner of a car has to register it with the 25 Registrar. UnderRegulation 9(l)(b)(v). the registration of amotor vehicle is revoked by the Registrar, if the Circulation Licence thereof is notrenewed for three consecutive years. The Road Fund Licence of this car had not been renewed and the Registrar cancelled its registration in the exercise of his power 30 and duties. Amotorvehicle may be registered ortransferred inthenameof any person, if it is a registered motor vehicle under the Law and the relevant Regulations. As it was not registered at the material time, for the performance of the obligation undertaken by the 35 father, as per thesaid Rule of Court, the amountof its registration duty and/or re-registration ought tobe paid. In order to make possible in law the transfer of the car in the name of the daughter, £850.- for its re-registration and £45.- for 431 Stylianldes J. Georghiades v. Georghiades
(1988)the Circulation Licence from 1.10.84 until 31.12.84, had to be paid.The amount of £895.-waspaid bythe daughter. On 30th November, 1984, counsel for the father by written notice demanded payment of the whole amount with interest accrued as per the Rule of Court of 16thJanuary,
- 5 On 3rd December, 1984 advocate for the daughter sent to the mother by registered post a letter and enclosed a cheque, dated 8th November, 1984, drawn on the Co-Operative Savings Bank ofLimassol,inthesum of£4,600.-Intheletteritwasstatedthatan amount of £900.- was deducted as fees for re-registration of the i o car. On 10th December, 1984, advocate for the parents, acting on behalf of the mother, returned the cheque to advocate for the daughter. Inhisletter -Exhibit 6-he stated that the debt was due to the father to whom the daughter had to pay the whole amount 15 with interest, asper hisletter of30th November,
- On 22nd December, 1984, the father instituted the present action, whereby he claimed £4,189.-, plus interest at the rate of 7% from 7th June, 1980, until the date of payment, due to him under the said Rule of Court. Thedaughterresistedanddeniedtheclaimalleginglegaltender and bywayof conterclaim she claimed £895.-,being the amount she paid for there-registration ofthecarHW686and/or damages forbreach ofthesaid RuleofCourtand interestthereon atthe rate of 9% from 3rd December, 1984until final payment. 20 25 On 28th June, 1985 the parties and counsel were before the Court. We consider it necessary to quote seriatim the record of the Court of that day:Court. By consent judgment is given for the plaintiff and against the defendant in the sum of £4,189.- with interest 30 thereon at 7% p.a. from 7.6.1980 to3.12.1984 less£895.-. The following mattersremain inissue: 1.The claim for £895.-and the counterclaim for the same amount.
- The interest on the amount of thisjudgment and or any 35 otheramount which maybefound due bythedefendant after 3.12.
- 432 1 C.L.R. Georghiades v. Georghiades Stylianides J.
- The costsof the action.» Itwasthe contention for the daughter, inthe courseofthetrial, that under the Rule of Court the father had the obligation to take allnecessarystepstotransfer thecarinhername andthisincluded 5 the payment of re-registration fees and the renewal of the Circulation Licence, which entailed the payment of £850.- and £45.- respectively. Thefather' scasewasthatthecarwasnotinhiscustodyand the daughter should have renewed the licence inthepast. She wasin 10 default and,therefore, theregistrationfeeshadtobebornbyher. The DistrictCourtofLimassolhadbefore itallthedocumentsto which reference ismade herein above. Itstask was as a matterof lawto interpret the contract ofthe parties-the relevantpartof the RuleofCourtof 16thJanuary, 1984.Instead, itadmitted evidence 15 which referred to everything that happenned as from 1980 until 1984withregardtothesaidcarandevenadmitted other evidence relatingto other disputes ofthe parties. Intheend ofthedayJudgmentwasgivenfortheplaintiff against thedefendant for£895.-, plusinterestattherateof7% perannum 20 on the amount of £4,189.-, from 3rd December, 1984 and dismissed thecounterclaim. Costswere,also,awardedagainstthe defendant. Thereasoning isthatunderthesaid RuleofCourtthe obligation of the father was to transfer the car in the name of the daughter, 25 that theregistration fee isnotwithintheambitofthe Ruleof Court and it cannot be read so as to impose such obligation, his obligation being only the «transfer» of the car in the defendant' s name and not its re-registration. He continued: «Whatever the Plaintiff sobligations maybe inrelation toatransfer, he certainly 30 cannot be saddled with the obligation to pay re-registration fees (especially when he was not liable for the fact that re-registration became necessary). Even ifhe could be under such an obligation ifhehadundertaken totakeallnecessarystepsrequired forthereregistration of the car in the Defendant' s name, the terms of the 35 Rule of Court refer not to a re-registration but to a transfer.» TM appeal isdirected only against that part of the Judgment which refers tothe amount of£850.- -re-registration fees. The Rule of Court isa contract. 433 Styltanidfs J Georghiades v. Georghiades
(1988)Thi'interpietotionof awrittendocumentis generally speaking, a mattei of law for theCourt (Ashpitelν Sercombe [1850] 5Exch 147 Halfdan Grieg & Co A/S ν Sterling Coal & Navigation Corporation and another1107 3] 1 All Ε R 545 Saab and Another ν Hok Mon^teiy Ay Neophytos
(1982)1 C L R 499 G / P 5 Co/ism/(/,y>/)s Ltd ν Costas Assiotis
(1982)1 C L R 535 )The obi<'<r i* Miterpietation of a written document is to discover the rui' ι· ,Ίΐοη ot the parties as declared in the document The ((.i'Mii'< n< in must be as near totin minds·and apparent intention (j| th«. p.'iiu s is ib possible and as the law permits The cardinal 10 ρ κ -ιm P'IO;· is ihat the parties have intended what they have in tact "M'.KI S« I th<Π words must beconstrued as theystand - (Solon Pdnayioiou \ Island Beach Development Ltd
(1985)1 C L R 6JM) 1· Foid\ Bt>ec/?[1848] 11 QB 852 itwassatd- 15 The commonand universal pnncipleought tobe applied namely that (an agreement) ought to receive that conduction which itslanguage willadmit andwhich willbest effectuate theintentionof (heparties,tobe collectsdfrom the whole of the agreement and that greater regard is to be had 20 to the clear intention of the parties than to any particular words which they may have used tn the expression of their intent » Lord WVnsleydale in Monypenny ν Monypenny
(1861)9 H L C 114 atρ 146 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 disregard of which often leads toerroneous conclusions » Similarly Sir Gorrell Barnes Ρ said inSimpson ν Foxon [1907] Ρ 54 at ρ 57 «But what amanintendsandtheexpression of hisintention are two different things Heisbound andthose whotake after him die hound by his expressed intention If that expressed 35 intention is unfortunatelydifferent from what hereally desires, so much the worse for thosewho wish the actual intention to prevail » 434 2 5 1 C.L.R. Georghiades v. Georghiades Stylianides J. Pearson J in Hilbers v. Parkinson [1883] 25 Ch. D.200 at ρ 203 said:- 5 «I conceve that all < eeds are to be construed not only strictly according totheirwords, butso far as possible, without infringing any rule of law. in such a way as to effectuate the intention of the parties.» ThetrialJudge relied on theextrinsic evidence. Itiswellsettledpnncip.eoflawthatwhen atransactionhasbeen reduced to. or recorded in. writing, extrinsic evidence is. in 10 general, inadmissible to contradict,vary, add to or subtract Irom the terms of the document (See Phipson on Evidence.Thirteenth Edition, p. 934; Halsbury' s Laws of England. Fourth Edition. Volume 12, para. 1478.) The ordinary meaning of a word, is not necessarily its 15 etymological meaning, but that which the ordinary usage of society applies to it. . . . The material part of the Rule reads:- 20 «The Plaintiff undertakes to .take all .necessary steps required totransfer same(carunderRegistration No.ΗW.686) in the name of the Defendant... . » What were the obligations of the father under this Rule of Court? They were objective obligations. He undertook, on condition only of payment of the stipulated amount, to take all necessary 25 steps required to transfer a particular car. The word «car» has a clear and unambiguous meaning. Itis a motor vehicle duly registered with the Registrar of motor cars, no unregistered car can be transferred under the Law and the Regulations. Therefore, the obligation of the father, naturally and 30 clearly flowing from the interpretationof this document,is thathp should take allnecessary steps andthisincluded the re-registratioi of the car, in order to register same through the appropriate authority in the name of the daughter. Any other lnterpretatior leads toabsurdity and is contrary to Law. 35 The Judge followed a wrong step in admitting evidence and then he was carried away by hisfirst fault. 435 Srylianides J. Georghiadesv.Georghiades
(1988)The registration of the car entailed the payment of £850.registration fees. This was part and parcel of the obligation of the father In the light of the above the appellant is successful on the counterclaim. ' 5 Having regard to the issues, as they crystallized on the 26th June. 1985, to which reference was made earlier on in this Judgment, the father -plaintiff isentitled tojudgment for interest atthe rate of7% asfrom 3rdDecember, 1984, untilfinal payment on the total amount of £4,189.- and the daughter - counter- \Q claimant tojudgment against thefather for£850.-,with interest at the same rate, i.e., 7% from theend of November, 1984, i.e., 1st December, 1984, until final payment. In the result the appeal succeeds and the judgment of the trial Court isvaned as above. 15 With regard tocosts,the appellant isentitledtohercosts before this Court. Asshe failed on theissue ofthe intereston £4,189.-as from 3rd December, 1984 and she succeeded on the issue of £850.- -registration fees for the car -there should be no order as to costs before the first instance Court. 20 Appeal allowed. Order forcostsas above. 436