enforce any rights created by and growing out of contract."Scott v. Corporation of Liverpool (1858), 3 De G. & J. 334, at p. 360; 28 L. J. Ch. 230, at p. 235, Lord Campbell, L. C.

"The legal construction of the contract is, in my opinion, such as I have expressed, and the construction is, and must be, in equity the same as in a court of law. A court of equity will, indeed, relieve against, and enforce, specific performance, notwithstanding a failure to keep the dates assigned by the contract, either for completion, or for the steps toward completion, if it can do justice between the parties, and if (as Lord Justice Turner said, in Roberts v. Berry [(1853), 3 D. M. & G. 284, at p. 291; 22 L. J. Ch. 398]) there is nothing in the express stipulations between the parties, the nature of the property, or the surrounding circumstances' which would make it inequitable to interfere with and modify the legal right. This is what is meant, and all that is meant, when it is said that, in equity, time is not of the essence of the contract."-Tilley v. Thomas (1867), L. R. 3 Ch. 61, at p. 67, Lord Cairns, L. J.

6

"Now, as a matter of construction merely, I apprehend the words must have the same meaning in equity as at law. The rights and remedies consequent on that construction may be different in the two jurisdictions, but the grammatical meaning of the expression is the same in each. And if this be so, time is part of the contract; and if there is a failure to perform within the time the contract is broken in equity no less than at law. But in equity there may be circumstances which will induce the Court to give relief against the breach, and sometimes even though occasioned by the neglect of the suitor asking relief. Not so at law, the legal consequences of the breach must there be allowed strictly to follow.”—Ibid., at p. 69, Sir John Rolt, L. J.

"I quite agree with the Master of the Rolls [Lord Esher]; I know of no distinction between modes of interpreting contracts. The interpretation is and always has been precisely the same both at law and in equity."-In re Terry and White's Contract (1886), 32 Ch. D. 14, at p. 28; 55 L. J. Ch. 345, at p. 348, Lindley, L. J.

"The equitable doctrines of constructive notice are common enough in dealing with land and estates, with which the Court is familiar; but there have been repeated protests against the introduction into commercial transactions of anything like an extension. of those doctrines, and the protest is founded on perfect good

sense. In dealing with estates in land title is everything, and it can be leisurely investigated; in commercial transactions possession is everything, and there is no time to investigate title; and if we were to extend the doctrine of constructive notice to commercial transactions, we should be doing infinite mischief and paralyzing the trade of the country. That I am not going too far in making these observations will be found by turning to English and Scottish Mercantile Investment Co. v. Brunton [[1892] 2 Q. B. 700; 62 L. J. Q. B. 136], and also to what Lord Herschell said about constructive notice, in London Joint Stock Bank v. Simmons [[1892] A. C. 201; 61 L. J. Ch. 723]."-Manchester Trust v. Furness, [1895] 2 Q. B. 539, at p. 545; 64 L. J. Q. B. 766, at p. 770, Lindley, L. J.

Decisions on Contracts.

Contracts are made on the footing of the law established by decisions.

"I am bound to state that I agree with what has been said by the other members of the Court as to its not being desirable to interfere with decisions pronounced so long ago; since it is impossible to deny that during the fifty-four years which have elapsed numerous contracts must have been made, and moneys paid, on the footing of the law as established by Cann v. Cann (1830), 3 Sim. 447, and which law I, for one, am not inclined to alter."Palmer v. Johnson (1884), 13 Q. B. D. 351, at pp. 358, 359; 53 L. J. Q. B. 348, at p. 351, Fry, L. J.

"There is perhaps a third consideration which cannot be overlooked, and that is that where the same words have for many years received a judicial construction it is not unreasonable to suppose that parties have contracted upon the belief that their words will be understood in what I will call the accepted sense.". Thames and Mersey Marine Insurance Co. v. Hamilton, Fraser & Co. (1887), 12 App. Cas. 484, at p. 490; 56 L. J. Q. B. 626, at p. 628, Lord Halsbury, L. C.

"If this were a contract in daily use, and if the decision had been acted on throughout the country for a long time, it might be that we should feel bound to follow it, on the ground of the number of persons who had acted on it, even though we did not agree with it."-Phillipps v. Rees (1889), 24 Q. B. D. 17, at p. 21; 59 L. J. Q. B. 1, at p. 4, Lord Esher, M. R.

See also "Long-standing Decisions," ante, pp. 20-28.

"I confess I am very jealous of attempting to interpret one contract by another contract made under different circumstances."Ogdens, Ltd. v. Nelson, [1905] A. C. 109, at p. 112; 74 L. J. K. B. 433, at p. 437, Earl of Halsbury, L. C.

Time, Essence of Contract.

Supreme Court of Judicature Act, 1873, 36 & 37 Vict. c. 66, s. 25, sub-s. (7): "Stipulations in contracts, as to time or otherwise, which would not before the passing of this Act have been deemed to be or to have become of the essence of such contracts in a court of equity, shall receive in all Courts the same construction and effect as they would have heretofore received in equity."

Supreme Court of Judicature Act, 1875, 38 & 39 Vict. c. 77, s. 10: "In sub-section seven of the said section (twenty-five of the principal Act, 36 & 37 Vict. c. 66) the reference to the date of the passing of the principal Act shall be deemed to refer to the date of the commencement of the principal Act (viz., the second day of November, 1874)."

Sale of Goods Act, 1893, 56 & 57 Vict. c. 71, s. 10 (1): "Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of a contract of sale. Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract."

Greenwich or Dublin Mean Time.

Statutes (Definition of Time) Act, 1880, 43 & 44 Vict. c. 9 (2nd August, 1880), s. 1.

"Whenever any expression of time occurs in any Act of Parliament, deed, or other legal instrument the time referred [sic] shall, unless it is otherwise specifically stated, be held in the case of Great Britain to be Greenwich mean time, and in the case of Ireland, Dublin mean time." (See ante, p. 81.)

Meaning of the expression "Month."

At common law "month" denotes lunar month, i.e., twenty-eight days.

If the context shows that calendar month was intended, the Court may adopt that interpretation.

If any exception to the general rule is set up it must be proved in each case (unless judicially recognised) as a customary usage in the particular trade or place.

In all mercantile transactions in the City of London a month means calendar month.

In a contract of sale of goods "month

month.

means primâ facie calendar

"A month is more ambiguous [than a year]; there being, in common use, two ways of calculating months; either as lunar, consisting of twenty-eight days, the supposed revolution of the moon, thirteen of which make a year; or, as calendar months of unequal lengths, according to the Julian division in our common almanacks, commencing at the calends of each month, whereof in a year there are only twelve. A month in law is a lunar month, or twenty-eight days, unless otherwise expressed; not only because it is always one uniform period, but because it falls naturally into a quarterly division by weeks."-2 Bla. Com. 141.

"It is also clear that months' denote at law lunar months,' unless there is admissible evidence of an intention in the parties using the word to denote calendar months.'"-Simpson v. Margitson (1847), 11 Q. B. 23, at p. 31; 17 L. J. Q. B. 81, at p. 84, Lord Denman, C. J. (cited by Fry, J., in Hulton v. Brown (1881), 29 W. R. 928; 45 L. T. 343).

"Although in the Ecclesiastical Courts months mean calendar months (see Catesby's Case (1606), 6 Rep. 62a, second resolution, and per Knight-Bruce, V.-C., in Bluck v. Rackham (1846), 5 Moo. P. C. 305, at p. 308), it is well settled that at common law 'months' denote lunar months; so much so, that when it has been desired to make an alteration, it has been necessary to have recourse to statute or statutory rules-e.g., as to the construction of Acts of Parliament by 13 & 14 Viet. c. 21 [Lord Brougham's Act, 1850, and see also 52 & 53 Vict. c. 63 (Interpretation Act, 1889)], and as to bills of exchange by 45 & 46 Vict. c. 61 (Bills of Exchange Act, 1882) and as to documents which are part of any legal procedure under the rules of Court by Ord. LXIV. (Time), r. 1. It is, therefore, a question of construction in each case, to which the

ordinary rules of construction apply, namely, that words must bear their ordinary primary meaning unless the context of the instru ment read as a whole, or surrounding contemporaneous circumstances, show that the secondary meaning expresses the real intention of the parties, or unless the words used in connection with some place, trade, or the like, in which they have acquired the secondary meaning as their customary meaning quoad hoc. This is a question of fact which (unless so often proved as to be judicially recognised) has to be proved by evidence. Statements by either party as to the sense in which he used or intended to use the words made subsequently to the execution of the document and subsequent acts of the parties are inadmissible for the purpose of construing the document. This is, in my opinion, the meaning of the judgment in Simpson v. Margitson ((1847), 11 Q. B. 23, at p. 31; 17 L. J. Q. B. 81, at p. 84), where Lord Denman says: 'It is clear that the construction of a written contract, subject to the exceptions mentioned below, is for the judge. It is also clear that "months" denote at law "lunar months," unless there is admissible evidence of an intention in the parties using the word to denote "calendar months." If the context shows that calendar months were intended, the judge may adopt that construction: Lang v. Gale (1813), 1 M. & S. 111; 14 L. J. Ex. 48; Reg. v. Inhabitants of Chawton (1841), 1 Q. B. 247; 10 L. J. M. C. 55. If the surrounding circumstances, at the time the instrument was made, show that the parties intended to use the word, not in its primary or strict sense, but in some secondary meaning, the judge may construe it from such circumstances, according to the intention of the parties: Goldshede v. Swan (1847), 1 Ex. 154; 16 L. J. Ex. 284; Walker v. Hunter (1845), 2 C. B. 324; 15 L. J. C. P. 12; Bacon's Maxims, Reg. 10, and the examples there given; Mallan v. May (1844), 13 M. & W. 511; 14 L. J. Ex. 48; Beckford v. Crutwell (1832), 1 Moo. & R. 187; 5 Car. & P. 242. If there is evidence that the word was used in a sense peculiar to a trade, business, or place, the jury must say whether the parties used it in that peculiar sense Smith v. Wilson (1832), 3 B. & Ad. 728; 1 L. J. K. B 194; Grant v. Maddox (1846), 15 M. & W. 737; 16 L. J. Ex. 227; Jolly v. Young (1794), 1 Esp. N. P. C. 186. If the meaning of a word depends upon the usage of the place where anything under the instrument is to be done, evidence of such usage must be left to the jury: Robertson v. Jackson (1845), 2 C. B. 412; 15 L. J. C. P. 28; Bourne v.