"There is, in the second place, another rule of construction which one would bring to bear upon this charterparty, and that is, that one must see if this stipulation which we have got to construe is introduced by way of exception or in favour of one of the parties to the contract, and, if so, we must take care not to give it an extension beyond what is fairly necessary, because those who wish to introduce words in a contract in order to shield themselves ought to do so in clear words."-Burton v. English (1883), 12 Q. B. D. 218, at p. 222; 53 L. J. Q. B. 133, at p. 136, Bowen, L. J.

Writing and Print.

"In construing a charterparty no greater effect can be given to writing than to print, although a different rule may prevail with reference to policies of insurance. Alsager v. St. Katharine Docks Co. [(1845), 14 M. & W. 794; 15 L. J. Ex. 34].”—Baumroll Manufactur Von Scheibler v. Gilchrest, [1891] 2 Q. B. 310, at p. 317; 60 L. J. Q. B. 605, at p. 608, Charles, J.

(See also, ante, p. 114, "Contracts-Original Draft or Printed Form.")

Memorandum of Association.

General Words.

"In construing this memorandum of association, or any other memorandum of association in which there are general words, care must be taken to construe those general words so as not to make them a trap for unwary people. General words construed literally may mean anything; but they must be taken in connection with what are shown by the context to be the dominant or main objects. It will not do under general words to turn a company for manufacturing one thing into a company for importing something else, however general the words are."-In re German Date Coffee Company (1882), 20 Ch. D. 169, at p. 188; 51 L. J. Ch. 564, at p. 569, Lindley, L. J. (cited by Swinfen Eady, J., in Stephens v. Mysore Reefs (Kangundy) Mining Co., Ltd., [1902] 1 Ch. 745, at p. 749; 71 L. J. Ch. 295, at p. 298, and by Warrington, J., in Pedlar v. Road Block Gold Mines of India, Ltd., [1905] 2 Ch. 427, at pp. 434, 435; 74 L. J. Ch. 753, at p. 756).

"You ought to give a wider construction to the words of a memorandum of association creating and defining the powers of a

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purely commercial company having no compulsory powers and no monopoly than you would give to the words of a statute creating a company, like the railway company [the Mersey Railway], having compulsory powers of land purchase and a practical monopoly.”— Attorney-General v. Mersey Railway, [1907] 1 Ch. 81, at p. 106; 76 L. J. Ch. 121, at p. 136, Vaughan Williams, L. J.

Policy of Insurance.

"The same rule of construction which applies to all instruments applies equally to a policy of insurance (set out, ante, pp. 55-85) . . . The only difference between policies of insurance and other instruments in this respect is, that the greater part of the printed language of them, being invariable and uniform, has acquired, from use and practice, a known and definite meaning, and that the words superadded in writing (subject indeed always to be governed in point of construction by the language and terms with which they are accompanied) are entitled, nevertheless, if there should be any reasonable doubt upon the sense and meaning of the whole, to have a greater effect attributed to them than to the printed words, inasmuch as the written words are the immediate language and terms selected by the parties themselves for the expression of their meaning, and the printed words are a general formula adapted equally to their case and that of all other contracting parties upon similar occasions and subjects."-Robertson v. French (1803), 4 East, 130, at pp. 135, 136, Lord Ellenborough, C. J. (cited by Bowen, L. J., in Hart v. Standard Marine Insurance Co. (1889), 22 Q. B. D. 499, at p. 501; 58 L. J. Q. B. 284, at p. 286; and by Lord Halsbury in Glynn v. Margetson & Co., [1893] A. C. 351, at p. 358; 62 L. J. Q B. 466, at pp. 469, 470).

“The ordinary and general rule in the case of a policy of insurance, of course, is that we must construe the policy as we find it ; it is in a printed form, with written parts introduced into it, and we are to take the whole together, both the written and the printed parts. Although it has sometimes been endeavoured to be argued that we ought to bestow no more attention on the written parts than on the printed parts which are uniform in most policies of insurance, there is no doubt that we do, and ought to, make a difference between them. The part that is specially put into a particular instrument is naturally more in harmony with what the

parties are intending than the other, although it must not be used to reject the other, or to make it have no effect."-Joyce v. Realm Insurance Co. (1872), L. R. 7 Q. B. 580, at p. 583; 41 L. J. Q. B. 356, at p. 358, Blackburn, J.

The best and safest way to arrive at a true decision as to what is recoverable under a policy.

"I have found from experience in cases of marine insurance that a case, which is in itself tolerably clear, is often obscured by the putting by the learned counsel of numerous instances said to be analogous, and which upon their face are somewhat similar to the case in hand, but are not so when understood. In my opinion, unless the case is concluded by authority, the best and safest way to arrive at a true decision as to what is recoverable under a policy of marine insurance is to ascertain in the first place what constitutes the subject-matter of the insurance, and next against what perils that subject-matter is insured. When this is arrived at, what is covered-that is, what is recoverable under the policy— will be understood."-Field Steamship Co. v. Burr, [1899] 1 Q. B. 579, at p. 583; 68 L. J. Q. B. 426, at p. 429, A. L. Smith, L. J.

Warranty in a Policy.

"The first question in this case is what is the rule of construction to be adopted in the case of a warranty in a policy. Now the rule laid down in Marshall on Marine Insurance is, that a warranty, like every other part of the contract, is to be construed according to the understanding of merchants, and does not bind the insured beyond the commercial import of the words. This has been adopted by later writers, both American and English, and is a declaration that the words are not to be construed in the sense in which they would be used amongst men of science, but as they would be used in mercantile transactions."-Hart v. Standard Marine Insurance Co. (1889), 22 Q. B. D. 499, at p. 500; 58 L. J. Q. B. 284, at p. 285, Lord Esher, M. R.

Rules for ascertaining Amount of a Loss under a Policy.

"The dispute thus raised is one with regard to the mode of ascertaining the amount of a loss under a policy in ordinary form, and of adjusting that amount when ascertained. Such disputes have for a long period been determined according to recognized

rules. As many of the arguments presented to us seemed to trench violently on several of those rules, it appears to us advisable to state our view of the binding force of those rules, and the reasons why they have a binding and exclusive force. They are rules which originated either in decisions of the Courts upon the construction or on the mode of applying the policy, or in customs proved before the Courts so clearly or so often as to have been long recognized by the Courts without further proof. Since those decisions, and the recognition of those customs, merchants and underwriters have for many years continued to enter into policies in the same form. According to ordinary principle, then, the later policies must be held to have been entered into upon the basis of those decisions and customs. If so, the rules determined by those decisions and customs are part of the contract. And though a Court now might differ from the correctness of the rules as originally laid down, it must yet now act upon those rules as part of the contract or as agreed modes of carrying it out."-Lohre v. Aitchison (1878), 3 Q. B. D. 558, at p. 561; 47 L. J. Q. B. 534, at pp. 535, 536, Brett, L. J., delivering the judgment of the Court (cited by Pearson, J., in In re Rosher (1884), 26 Ch. D. 801, at pp. 821, 822; 53 L. J. Ch. 722, at p. 731).

For rules for construction of policy in the statutory or other like form, where the context does not otherwise require, see Marine Insurance Act, 1906, 6 Edw. 7, c. 41, First Schedule.

"If the King's grant can enure to two intents, it shall be taken to the intent that makes most for the King's benefit, and therefore it shall be construed strictly."-Comyns' Digest, tit. Grant (G. 12).

"Words too general are not sufficient in the King's grant." Comyns' Digest, tit. Grant (G. 7).

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Counsel in arguing said :-" The rule is clear that the Crown is not bound by general words, or words of reference, and that in all cases of royal grant express words are necessary to confer or revive a franchise [Graham, B., mentioned the Marquis of Downshire's Case (13th June, 1816, 5 Pri. 269), recently determined in this Court [Exchequer] as having so decided]."-Rex v. Capper (23rd Dec., 1817), 5 Pri. 217, at p. 249.

"I can see no reason why the grant of letters patent is not to be construed like all other grants on behalf of the Crown."— Dixon v. London Small Arms Co. (1876), 1 Q. B. D. 384, at p. 396; 46 L. J. Q. B. 617, at p. 621, Mellish, L. J. (See ante, p. 178, "Grants of the Crown.")