9. Having heard both the parties at some length, at the outset before we   analyse   this case,   we   need   to   observe   some   principles   on contractual interpretation. Unlike a statutory interpretation, which is even more difficult due to assimilation of individual intention of law makers, contractual interpretation depends on the intentions expressed by the parties and dredging out the true meaning is an ‘iterative process’ for the Courts. In any case, the first tool for interpreting, whether it be a law or contract is to read the same.

10. It is usual that businessmen often do not sit over nitty­gritty in a contract. In a document the language used by the parties may have more than one meaning. It is ultimately the responsibility of the Courts to decipher the meaning of the words used in a contract, having regards to a meaning reasonable  in  the line of trade as understood by parties. It may not be out of context to state that the development of rules of contractual interpretation has been gradual and   has  taken   place  over  century. Without   going  into   extensive study of precedents, in short, we may only state that the path and development of law of interpretation has been a progress from a stiff formulism to a strict rationalism.

11.  It is clear from the reading of the contract that the parties had intended to transfer business from appellant to respondent during the contractual period. This agreement was not meant as a lease or license   for   the   respondent   to   conduct   business. However, the respondent contends that the meaning of the document should not be culled   solely   with   reference   to   the   language   used   in   the document, rather extrinsic   evidence   needs   to   be   utilized   before adducing proper meaning to the contract. In this regard he submits that   on   consideration   of   all   the   extrinsic evidence, the   contract should be read as a leave and license agreement, which is covered under the Bombay Rent Act. He draws his support from Section 95 of the Indian evidence Act to state that the document needs to be interpreted having regard to external evidence such as receipts of payment under the contract addressed as rent receipts etc.

14. It is manifest from these two sections that it is only in cases where the terms of the document leave the question in doubt, then resort could   be   had   to   the  proviso. But when   a   document   is   a straightforward one and presents no difficulty in construing it, the proviso does not apply. In this regard, we may state that Section 95 only builds on the proviso 6 of Section 92.

15. If the contrary view is adopted as correct it would render Section 92 of the Evidence Act, otiose and also enlarge the ambit of proviso 6 beyond the main Section itself. Such interpretation, provided by the High Court violates basic tenants of legal interpretation. Section 92 specifically prohibits evidence of any oral agreement or statement which would contradict, vary, add to or subtract from its terms. If, as stated by the learned Judge, oral evidence could be received to show that the terms of the document were really different from those expressed therein, it would amount to according permission to give evidence to contradict or vary those terms and as such it comes   within   the inhibitions   of   Section   92.   It   could   not   be postulated   that   the   legislature intended   to   nullify   the   object   of Section 92 by enacting exceptions to that section.

16. In line with the law laid down, it is clear that the contract mandated continuation of the business in the name of ‘Karandikar Brothers’ by paying royalties of Rs. 90 per month. Once the parties have accepted the recitals and the contract, the respondent could not have   adduced   contrary   extrinsic   parole   evidence, unless he portrayed ambiguity in the language. It may not be out of context to note that the extension of the contract was on same conditions.

17. On consideration   of   the   matter, the   High   Court   erred   in appreciating the ambit of Section 95, which led to consideration of evidence which only indicates breach rather than ambiguity in the language of contract. The evidence also points that the license was created   for   continuation   of   existing   business, rather   than license/lease of shop premises. If the meaning provided by the High Court is accepted, then it would amount to Courts substituting the bargain by the parties. The counsel for respondent has emphasized much on the receipt of payment, which mentions the term ‘rent received’. However, in line with the clear unambiguous language of the contract, such evidence cannot be considered in the eyes of law.