Construction of hotel agreement: clear written terms showed conducting arrangement, defeating deemed tenancy claim.
A written hotel agreement was construed from its terms as a whole and held to be a conducting arrangement, not a leave and licence of the premises. The document described the parties as owner and conductor, fixed royalty as consideration, limited the conductor to the owner's hotel business, barred transfer to third parties, required return of fixtures on termination, and contained no transfer of possession. Because the deed was clear and unambiguous, sections 91 and 92 of the Indian Evidence Act barred oral evidence from varying its legal character. The absence of any possession clause was treated as significant, and deemed tenancy under section 15A of the Bombay Rent Act was not available.
Issues: Whether the agreement dated 16.08.1967 created a conducting arrangement for the hotel business, or a leave and licence arrangement for the premises so as to confer deemed tenancy under section 15A of the Bombay Rents, Hotel and Lodging House Rates Control Act, 1947.
Analysis: The agreement was construed as a whole by applying the ordinary and literal meaning of its terms. The document described the parties as owner and conductor, stated that the owner was giving the business on a conducting basis, fixed royalty as consideration, required the conductor to run only the owner's hotel business, prohibited transfer to third parties, required return of fixtures and complete charge on termination, and did not transfer possession of the premises as a tenancy or licence of occupation. In view of the clear wording of the deed, sections 91 and 92 of the Indian Evidence Act, 1872 barred oral evidence to vary its terms. The surrounding circumstances and receipts for royalty did not alter the legal character of the arrangement, and the absence of any clause transferring possession was treated as a significant indication that only the business was entrusted.
Conclusion: The agreement was held to be an agreement for conducting the hotel business and not a leave and licence of the premises. The plaintiff was not entitled to claim deemed tenancy under section 15A.
Ratio Decidendi: Where a written agreement is clear and unambiguous, its legal character must be determined from its terms as a whole, and oral evidence cannot be used to contradict that character unless a recognised exception under the Evidence Act applies.
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