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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

A lease deed drafted for Sunrise Realty states in a clause: 'Tenant shall not sublet, assign or part with possession of the premises.' A later clause grants the tenant a right to 'transfer the premises to a group company'. On reading the document as a whole, a court finds the clauses conflicting. Which rule of interpretation will the court first try to apply?

The court will first read the deed as a whole and try to harmonise the conflicting clauses so that each has effect. Rejecting the whole lease, favouring the earlier clause blindly, or using oral evidence is not the initial approach to interpretation.

  1. ARead the deed as a whole and harmonise the clauses so each has effect, if possibleCorrect
  2. BStrike down the entire lease automatically
  3. CPrefer the clause that appears earlier in all cases
  4. DIgnore both clauses and rely on oral evidence

Explanation

Courts construe a document as a whole and try to give effect to every clause by harmonising them. Only if reconciliation is impossible do they resort to other rules. Automatic invalidation, a blanket preference for the earlier clause, or oral evidence to contradict written terms are not the first approach.

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