dence, extrinsic evidence is also admitted to explain the ambiguity, and then the sense in which the expression is to be understood is for the jury."— Ibid., Maule, J.

"For myself I must confess I feel much disposed to say, that, as it was not suggested at the trial that the words of the contract had any technical meaning (in which case it would have been a question for the jury), but are words of ordinary use in the English language, its construction was for the judge." -Alexander v. Vanderzee (1872), L. R. 7 C. P. 530, at p. 533, Kelly, C. B.

Generally speaking, the construction of a written contract is for the Court, unless it contains words of a technical or conventional use in a particular trade, in which case it is for the jury."-Ibid., at pp. 533, 534, Blackburn, J.

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My lords, so far as the construction of the contract expressed in these words is concerned, unless there is something peculiar to the words by reason of the custom of the trade to which the contract relates, the construction of the contract is for the Court. That has been said so often that I need not refer your lordships to any authority upon the subject. The Court it is which, when once it is in possession of the circumstances surrounding the contract, and of any peculiarity of meaning which may be attached by reason of the custom of trade, to any of the words of that contract, has to place the construction upon the contract." -Bowes v. Shand (1877), 2 App. Cas. 455, at p. 462; 46 L. J. Q. B. 561, at p. 564, Cairns, L. C.

"The matter has given rise to some complication, chiefly, as it appears to me, because the learned judge left the construction of an agreement to the jury. There was no term of art and no question of custom the meaning or the existence of which might properly be left to the jury. It was for the judge at the trial to construe the written agreement, and we have now to say what construction should be put upon it."-Turner v. Sawdon & Co., [1901] 2 K. B. 653, at p. 656; 70 L. J. K. B. 897, at p. 899, A. L. Smith, M. R.

The reasonableness of a contract in restraint of trade is a question for the Court.

"That [the course which the case took at the trial] raises the point which has been argued before us, namely, whether the ques

tion decided by the jury, that is, in substance, whether the covenant [in restraint of trade] was reasonable or not, was one for them. It appears to me that from a very early stage down to the present time that question has really always been treated as being one for the Court, and not for the jury. It is, in my opinion, a question of law. No doubt there may be matters of fact, forming elements in the determination of the question, which, if they are in dispute, may have to be ascertained through the medium of the jury; but it is beyond their province to determine whether the restriction imposed by the covenant is reasonable or not. In Mitchel v. Reynolds (1711), 1 P. Wms. 181, Lord Macclesfield stated the rule on the subject in terms substantially the same as those in which it has been repeatedly stated in subsequent cases. He said, in delivering judgment in that case: To conclude, in all restraints of trade, where nothing more appears, the law presumes them bad; but, if the circumstances are set forth, that presumption is excluded, and the Court is to judge of those circumstances and determine accordingly; and if, upon them, it appears to be a just and honest contract, it ought to be maintained.' It seems to me clear that, by the word 'Court' in that passage, the judge and not the jury is meant. . . . I do not think that the modern view-namely, that a restriction, even though universal, may be reasonable under special circumstances has altered in any way the essential nature of the considerations upon which these cases depend, or has made any difference which can affect the old rule that the question of the reasonableness of the covenant is for the judge.”—Dowden and Pook, Ltd. v. Pook, [1904] 1 K. B. 45, at pp. 50—52; 73 L. J. K. B. 38, at pp. 43, 44, Collins, M. R.

"The law on this subject seems to have been established so long as nearly two centuries ago. The question is really one of public policy, which is not a question of fact for a jury, but of law for the judge. No doubt the judge who has to decide the question has to consider the particular circumstances of the case."-Ibid., at p. 54; L. J. at p. 45, Cozens-Hardy, L. J.

Intention.

From the whole Instrument-from the Words used-from the

Context.

The interpretation of Contracts must be governed by the intention of the parties.

The intention of the parties to a contract is to be collected from the whole instrument.

The words are to be interpreted according to their strict and primary acceptation, unless from the context of the instrument, and the intention of the parties to be collected from it, they appear to be used in a different sense, or unless, in their strict sense, they are incapable of being carried into effect, and subject always to the observation that the meaning of a particular word may be shown, by parol evidence, to be different in some particular place, trade, or business from its proper and ordinary acceptation.

A contract, being unintelligible, must be treated as void.

"The only safe rule to be followed in the construction of a deed is, the intention of the parties, to be collected from a due consideration of the whole instrument."-Nind v. Marshall (1819), 1 B. & B. 319, at p. 326, Richardson, J.

"Words are to be construed according to their strict and primary acceptation, unless from the context of the instrument and the intention of the parties to be collected from it, they appear to be used in a different sense, or unless, in their strict sense, they are incapable of being carried into effect, and subject always to the observation that the meaning of a particular word may be shown, by parol evidence, to be different in some particular place, trade, or business, from its proper and ordinary acceptation.”—Mallan v. May (1814), 13 M. & W. 511, at pp. 517, 518; 14 L. J. Ex. 48, at p. 51, Pollock, C. B.

"The duty of the Court, or of an arbitrator who is in the place of the Court, is so to construe a contract as to give effect to the intention of the parties. Now, although parol evidence is not admissible to contradict a contract, the terms of which have but one ordinary meaning and acceptation, yet if the parties have used terms which bear not only an ordinary meaning, but also one peculiar to the department of trade or business to which the contract relates, it is obvious that due effect would not be given to

the intention, if the terms were interpreted according to their ordinary, and not according to their peculiar, signification. Therefore, whenever such a question has come before the Courts, it has always been held that where the terms of the contract under consideration have, besides their ordinary and popular sense, also a peculiar and scientific meaning, the parties who have drawn up the contract with reference to some peculiar department of trade or business, must have intended to use the words in the peculiar sense. This is but an application of the well-known rule that the interpretation of contracts must be governed by the intention of the parties."-Myers v. Sarl (1860), 3 El. & El. 306, at p. 315; 30 L. J. Q. B. 9, at p. 12, Cockburn, C. J.

"I admit the force of the appellant's argument that contracts ought to be construed according to the primary and natural meaning of the language in which the contracting parties have chosen to express the terms of their mutual agreement. But there are exceptions to the rule. One of these is to be found in the case where the context affords an interpretation different from the ordinary meaning of the words; and another in the case where their conventional meaning is not the same with their legal sense. In the latter case, the meaning to be attributed to the words of the contract must depend upon the consideration whether, in making it, the parties had or had not the law in their contemplation.' -McCowan v. Baine, [1891] A. C. 401, at p. 408, Lord Watson. "The agreement being unintelligible must be treated as void.”. In re Vince, Ex parte Baxter, [1892] 2 Q. B. 478, at p. 479; 61 L. J. Q. B. 836, at p. 837, the Court (Lord Esher, M. R., and Bowen and A. L. Smith, L. JJ.).

"Speaking for myself, I always have some misgiving where presumptions in regard to the interpretation that is to be put upon particular words in a contract apart from their natural significance are put forward. It may be a very useful guide to look at other decisions, but, after all, the question is what the parties said and intended."-Sir James Laing & Sons, Ltd. v. Barclay, Curle & Co., Ltd., [1908] A. C. 35, at p. 43, Lord Loreburn, L. C.

Rational Interpretation.

"Where the language of the contract will admit of it, it should be presumed that the parties meant only what was reasonable; yet, if the terms are clear and unambiguous, the Court is bound to

give effect to them without stopping to consider how far they may be reasonable or not."-Stadhard v. Lee (1863), 3 B. & S. 364, at p. 372; 32 L. J. Q. B. 75, at pp. 77, 78, Cockburn, C. J.

Circumstances-Extrinsic Evidence.

To interpret a contract the circumstances and grounds upon which the contract was entered into may be looked at.

"The general rule seems to be, that all facts are admissible which tend to show the sense the words bear with reference to the surrounding circumstances of and concerning which the words were used, but that such facts as only tend to show that the writer intended to use words bearing a particular sense are to be rejected."-Blackburn's Contract of Sale (1st ed. 1845), pp. 49, 50.

“I do not deny that facts existing at the time of making the agreement may be admissible to assist the Court in determining the meaning of the language."-Monro v. Taylor (1850), 8 Ha. 51, at p. 56, Sir L. Shadwell, V.-C.

"It is always legitimate to look at all the co-existing circumstances in order to apply the language, and so to construe the contract."-Lewis v. Nicholson (1852), 18 Q. B. 503, at p. 510; 21 L. J. Q. B. 311, at p. 315, Lord Campbell, C. J.

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what

The principles of the rules of law regulating the admissibility of extrinsic evidence to aid the construction of wills and of contracts required to be in writing seem to be the same. But, in applying them, it seems necessary to bear in mind that there is a distinction between the two classes of instruments. The will is the language of the testator, soliloquizing, if one may use the phrase, and the Court in construing his language may properly take into account all that he knew at the time, in order to see in sense the words were used. But the language used in a contract is the language used to another in the course of an isolated transaction, and the words must take their meaning from those things of and concerning which they are used, and those only. This does not affect the law, but it is of some consequence in the application of it, as it narrows the field of inquiry.'-Blackburn's Contract of Sale (1st ed. 1845), p. 50 (a). No authority is referred to for the proposition, but such was then my opinion, and I still think the same."-Grant v. Grant (1870), L. R. 5 C. P. 727, at PP. 728, 729; 39 L. J. C. P. 272, at p. 275, Blackburn, J.

"In the case of a contract, the two parties are speaking of