Vone Securities v Cooke

• Jurisdiction: Ireland
• Court: Supreme Court
• Judge: Henchy J.,O'HIGGINS C.J.
• Judgment Date: 01 January 1979
• Neutral Citation: 1978 WJSC-SC 3747
• Docket Number: [1976 No. 3404P.]
• Date: 01 January 1979

1978 WJSC-SC 3747

THE SUPREME COURT

C.J.

VONE SECURITIES Ltd v. COOKE

VONE SECURITIES LIMITED

Plaintiffs

and

GERALD COOKE

Defendant

1 Judgment delivered on the 24th day of July1978by O'HIGGINS C.J.

2 The facts in this case are fully stated in the Judgment of Mr. Justice Costello from whose decision this Appeal is brought. The only issue is whether in the Lease of the 22nd July 1971 the words "six months" as used in the Option Clause mean six lunar months or six calendar months.

3 As stated by Mr. Justice Costello in his Judgment, at common law the ordinary primary meaning of month, when used in instruments such as leases, was and is lunar month. This meaning is taken to be intended by the parties to any such instrument, unless that instrument read as a whole, or the surrounding contemporaneous circumstances, show that the other, or secondary meaning, of calendar month was in fact intended. It will, no doubt, surprise many people tolearn that a rule as arohaic, as this surely is, and so far removed from the needs and uses of modern society, should still be part of our law. Even in the days of Charles Dickens the rule was probably sufficiently out of date to justify Mr. Bumble's description of the law. To-day its continued existence as a rule of the common law is opposed to all common sense and indicates how much remains to be done by way of reform to bring the common law up to date.

4 Having stated this common law rule, Mr. Justice Costello came to the conclusion that there was nothing in the context of this Lease or in the surrounding contemporaneous circumstances to exclude the primary meaning. In my view he was wrong.

5 The Option Clause in the Lease provides for the exercise of the Option "six months before the expiration of any of the relevant five-year periods". The "relevant five-year period" refers to the first or second half of the term of ten years created by the Lease. This term runs "from the 16th August 1971 for a period of ten years". This is a term of certain duration determined by acalendardate on which it commences and a calendar date on which it will expire, being the tenth anniversary of the commencement date. Provision is made in the Lease for the advance payment of the yearly rent by two half-yearly instalments, in relation to which, the first half-year is defined as "the period from the 16th day of August 1971 to the 16th day of February 1972". One terefore observes in this Lease the use of "year" and "half-year" in a precise sense signifying a period commencing on a particular date and being determined as to its length by the calendar.

6 I turn now to the Option Clause. The Option is an offer by the lessor to sell at a particular time and at a particular price. For this offer to be accepted by the exercise of the Option there ought to be an exact compliance with the terms of the offer. The Option can be exercised on either of two dates determined by the expiration of each five-year period. These two dates are the 16th August 1976 or the 16th August 1981. Notice of the intention to exercise this Option on whichever date is chosen must be given "six months before" the selected date. I cannotattribute to the words "six months before" in the context of the instrument as a whole any meaning other than signifying a period in time determined in the same way as "year" and "half-year", by reference to the calendar. It would, in my view, be completely out of context to attribute to these words in this instrument what the common law regards as the ordinary primarymeaning.

7 For these reasons I would allow this Appeal.

8 Judgment of Henchy J.delivered the 24th July 1978(KENNY AGREEING)

9 I find myself in full agreement with the judgment of...