Rankin v Scott Fell and Co [1904] HCA 42

164 HIGH COURT

{HIGH COURT OF AUSTRALIA.)

RANKIN : 2. ee. APPELLANT Prarntirr,

asp :

SCOTT FELL & Co. _ Respoxpeyn,

DEFENDANTS,

ON APPEAL FROM THE SUPREME COURT OF .

NEW SOUTH WALES.

H.C. oF A. Contract—Ambiguity—Admission of extrinsic evidence to explain subject-matter, 1904,

'The appellant entered into an agreement in writing with the respondents by _ ai which he undertook to flout a company for the purpose of acquiring and Dec.8,9, 12, Working a certain colliery property. 'The capital was to consist of 120,00 ey shares at £1 each, 30,000 to be issued as fully paid to the appellant, 60,000 Gartonged' 'tbe issued as fully paid up at not less than five shillings per share, and the

Connor JJ. remaining 30,000 to be at the disposal of the company. 'The respondents agreed inter alia, "to take 5,000 shares, and to take the sole agency of the company," and, in consideration of their so doing, the appellant agreed to

"transfer" to them "10,000 fully paid up shares out of the 30,000 shares to be issued to him."

Held, that, on the face of the document, the meaning of the words "to take 5,000 shares" was clear aad unambiguous. They meant that the respondents would take 5,000 of the 60,000 shares to be issued to the public. Therefore, evidence of conversations between the parties, prior to the dateof the written contract, to show that the 5,000 shares were to be portion of the 30,000 fully paid up shares issued to the appellant, and were to be bought by the respondents from him at five shillings per share, was inadmissible,

Decision of the Supreme Court, ordering a new trial, (1904), 4 S.R. (N.S. 547, varied by ordering that a nonsuit be entered,

ApreaL from a decision of the Supreme Court (1904), 4 SR. (NSW), 547.

'The following statement of the facts is taken from the judg: ment of Grifith O.J.:—