the agreement, deed, will, or whatever it may be, was entered into or made. That is legitimate in all cases for the purpose of construing a written instrument."-Hart v. Hart (1881), 18 Ch. D. 670, at p. 693; 50 L. J. Ch. 697, at p. 705, Kay, J.

"The principles of the rules by which the true construction of written instruments are [sic] to be arrived at are neither difficult nor doubtful. Plain words must have their plain meanings, and none other can be justly or safely assigned to them. If any doubt arises as to the true intent and meaning of the words employed, it is essentially requisite that the subject to which the words relate should be distinctly understood; and to this end it may at all times be convenient, and in some cases necessary, have regard to the circumstances attending and relating to the subject, to the interests comprised in it, to the parties to it, and most especially to its avowed, expressed, and, of necessity implied, objects."-London Financial Association v. Kelk (1884), 26 Ch. D. 107, at pp. 133, 134; 53 L. J. Ch. 1025, at p. 1035, Bacon, V.-C.

to

"The observations of very learned judges have been quoted to show that you must read all the words in every instrument with reference to the circumstances under which they are uttered or written. In one sense that is quite true. It is quite true that, where you are finding out persons or things-who are the persons designated by the will, what are the things left by the will-you may find either the person or the thing by proper external evidence of what is referred to."-Higgins v. Dawson, [1902] A. C. 1, p. 5; 71 L. J. Ch. 132, at p. 135, Earl of Halsbury, L. C.

at

Lord Wensleydale's Golden Rule.

The Grammatical and Ordinary Sense not modified unless to avoid absurdity, repugnance, and inconsistency.

In interpreting all written instruments, the grammatical and ordinary sense of the words is to be adhered to, unless that would lead to some absurdity or some repugnance or inconsistency with the rest of the instrument, in which case the grammatical and ordinary sense of the words may be modified so as to avoid that absurdity and inconsistency, and no further.

"The great cardinal rule is that which is pointed out by Mr. Justice Burton, viz., to adhere as closely as possible to the literal meaning of the words. When once you depart from that canon of construction, you are launched into a sea of difficulties

which it is difficult to fathom."-Gundry v. Pinmyer (1852), 1 D. G. M. & G. 502, at p. 505; 21 L. J. Ch. 405, at. p. 406, Lord Cranworth, L. J.

"It must, however, be conceded that where the grammatical construction is quite clear and manifest, and without doubt, that construction ought to prevail, unless there be some strong and obvious reason to the contrary. But the rule adverted to is subject to this condition, that however plain the apparent grammatical construction of a sentence may be, if it be perfectly clear from the contents of the same document (and the same rule applies in the construction not only of an Act of Parliament, but of deeds, wills, and of any subject of a like nature) that the apparent grammatical construction cannot be the true one, then that which upon the whole is the true meaning shall prevail, in spite of the grammatical construction of a particular part of it."-Waugh v. Middleton (1853), 8 Ex. 352, at p. 357; 22 L. J. Ex. 109, at p. 111, Pollock, C. B.

law in

“I have been long and deeply impressed with the wisdom of the rule, now, I believe, universally adopted, at least in the Courts of Westminster Hall, that in construing wills, and indeed statutes, and all written instruments, the grammatical and ordinary sense of the words is to be adhered to, unless that would lead to some absurdity, or some repugnance or inconsistency with the rest of the instrument, in which case the grammatical and ordinary sense of the words may be modified, so as to avoid that absurdity and inconsistency, but no further. This is laid down by Mr. Justice Burton, in a very excellent opinion, which is to be found in the case of Warburton v. Loveland (1828), 1 Hud. & B. (Ir.) 623, at p. 648."—Grey v. Pearson (1857), 6 H. L. Cas. 61, at p. 106; 26 L. J. Ch. 473, at p. 481, Lord Wensleydale.

"I entirely agree that to the words in this will we must apply the rule of construction, now, I believe, universally applied in Westminster Hall, that in construing all written instruments, the grammatical and ordinary sense of the words is to be adhered to, unless that would lead to some absurdity, or to some repugnance, or to some inconsistency with the rest of the instrument, in which case the grammatical or ordinary sense of the words may be

modified,

so as to avoid that absurdity, repugnance, or inconsistency, Warburton v. Loveland [(1828), 1 Hudson & B.

but no farther.

Irish Cas. 623, at p. 648, Burton, J.]."-Thellusson v. Rendlesham

(1859), 7 H. L. Cas. 429, at p. 519; 28 L. J. Ch. 948, at p. 966, Lord Wensleydale.

Now, in construing instruments, I have always followed the rule laid down by the House of Lords in Grey v. Pearson [(1857), 6 H. L. Cas. 61; 26 L. J. Ch. 473), which is to construe the instrument according to the literal import, unless there is something in the subject or context which shows that that cannot be the meaning of the words."-Lowther v. Bentinck (1874), L. R. 19 Eq. 166, at p. 169; 44 L. J. Ch. 197, at p. 198, Jessel, M. R.

"There is always some presumption in favour of the more simple and literal interpretation of the words of a statute or other written instrument."-Caledonian Rail. Co. v. North British Rail. Co. (1881), 6 App. Cas. 114, at p. 121, Lord Selborne, L. C.

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Now, I believe, there is not much doubt about the general principle. Lord Wensleydale used to enunciate (I have heard him many and many a time) that which he called the golden rule for construing all written engagements. I find that he stated it, very clearly and accurately, in Grey v. Pearson [ (1857), 6 H. L. C. 61, at p. 106; 26 L. J. Ch. 473, at p. 481] in the following terms: 'I have been long and deeply impressed with the wisdom of the rule, now, I believe, universally adopted, at least in the Courts of Law in Westminster Hall, that in construing wills, and indeed statutes, and all written instruments, the grammatical and ordinary sense of the words is to be adhered to, unless that would lead to some absurdity, or some repugnance or inconsistency with the rest of the instrument, in which case the grammatical and ordinary sense of the words may be modified, so as to avoid that absurdity and inconsistency, but no further.' I agree in that completely, but unfortunately in the cases in which there is real difficulty it does not help us much, because the cases in which there is real difficulty are those in which there is a controversy as to what the grammatical and ordinary sense of the words, used with reference to the subjectmatter, is. To one mind it may appear that the most that can be said is that the sense may be what is contended by the one side, and that the inconsistency and repugnancy is very great, that you should make a great stretch to avoid such absurdity, and that what is required to avoid it is a very little stretch, or none at all. To another mind it may appear that the meaning of the words is perfectly clear that they can bear no other meaning at all, and that to substitute any other meaning would be, not to interpret the words used, but to make an instrument for the parties-and

that the supposed inconsistency or repugnancy is perhaps a hardship-a thing which perhaps it would have been wiser to have avoided, but which we have no power to deal with. The present case is about as good an illustration of that as can very well be.". Caledonian Rail. Co. v. North British Rail. Co. (1881), 6 App. Cas. 114, at p. 131, Lord Blackburn. (Referred to in Ex parte Walton (1881), 17 Ch. D. 746, at pp. 750, 751; 50 L. J. Ch. 657, at p. 659, Jessel, M. R., and in Spencer v. Metropolitan Board of Works (1882), 22 Ch. D. 142, at pp. 148, 149, Chitty, J.)

“I have often heard Lord Wensleydale lay down that rule, which he quoted from a judgment of Burton, J., in Ireland [Warburton v. Loveland (1828), 1 Huds. & Br. 623, at p. 648], and I am now content to take it as a good rule, though I heard Crompton, J., say, in reference to it, that he did not set any value upon any golden rule-that they were all calculated to mislead people; and I am not sure that this will not result from what is put at the end of what I have just read, namely, that you are to abide by the grammatical and ordinary sense of the words unless that would lead to some absurdity. That last sentence opens a very wide door. I should like to have a good definition of what is such an absurdity that you are to disregard the plain words of an Act of Parliament. It is to be remembered that what seems absurd to one man does not seem absurd to another."-Hill v. East and West India Dock Co. (1884), 9 App. Cas. 448, at pp. 464, 465; 53 L. J. Ch. 842, at p. 848, Lord Bramwell.

"One general rule as to the construction of any instrument is that one should give words their ordinary meaning in the English language, and should neither add to nor take anything away from such words unless one be obliged to do so; and another rule is, that unless obliged, one should not construe an instrument in such that one part would contradict the other part."—In re

a way

Bedson's Trusts (1885), 28 Ch. D. 523, at p. 525; 54 L. J. Ch. 644, at p. 646, Brett, M. R.

or

"If the literal construction leads to an absurdity, repugnancy, inconsistency which reasonable people cannot be supposed to have contemplated under the circumstances, it ought if possible be

Farquharson Brothers, [1898] 1 Q. B. 150, at p. 159; 67 L. J. Q. B. 103, at p. 109, Rigby, L. J.

Context-Noscitur a Sociis.

"I remember that in determining that question, the Court considered the rule adopted by Lord Hale noscitur a sociis, which was no pedantic or inconsiderate expression when falling from him, but was intended to convey in short terms the grounds upon which he formed his judgment."-Hay v. Earl of Coventry (1789), 3 T. R. 83, at p. 87, Lord Kenyon, C. J.

"Again, there is no doubt a rule, applicable to Acts of Parliament as well as to other legal instruments, that you may control the plainest words by a reference to the context. But then, as has been said very often, you must have the context even more plain, or at least as plain-it comes to the same thing as the words to be controlled." -Bentley v. Rotherham and Kimberworth Local Board of Health (1876), 4 Ch. D. 588, at p. 592; 46 L. J. Ch. 286, Jessel, M. R.

Expressio Unius est Exclusio Alterius. Designatio unius est exclusio alterius.-Co. Litt. 210 a. Expressum facit cessare tacitum.-Co. Litt. 183 b; 210 a. "Mr. Justice Faucett in his judgment in this case quotes the following passage from Mr. Justice Hargrave's judgment in Drinkwater v. Arthur (1879), 10 Supreme Court, N.S.W. 103 :— "If there be any one rule of law clearer than another as to the construction of all statutes and all written instruments (as, for. example, sales under powers in deeds and wills), it is this: that where the legislature or the parties to any instrument have expressly authorized one or more particular modes of sale or other dealing with property, such expressions always exclude any other mode, except as specifically authorized.' That appears to their Lordships to be a correct exposition of the law, and it is substantially carrying out a principle similar to that expressed in the maxim Expressio unius est exclusio alterius."-Blackburn v. Flavelle (1881), 6 App. Cas. 628, at pp. 634, 635; 50 L. J. P. C. 58, at p. 62, Sir Barnes Peacock delivering the judgment of the Judicial Committee.

"Acts of Parliament are not, in my experience, expressed with such accuracy and precision as to justify the Court in striking out unambiguous words in order to make a sentence grammatical or logical. The generality of the maxim Expressum facit cessare tacitum,' which was relied on, renders caution necessary in its

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