Conducting agreement, not leave and license: written terms and possession control defeated deemed tenancy claim.

A written agreement described the parties as owner and conductor, provided for conduct of the hotel business on a royalty basis, barred delegation, required the conductor to bear operating expenses and wages, and required return of charge on termination. On that construction, the absence of any transfer of possession of the premises showed a conducting arrangement rather than a lease or leave and license. Sections 91 and 92 of the Evidence Act prevented oral evidence from contradicting the written terms, and ancillary receipts or tax registration could not change the agreement's legal character. The result was that deemed tenancy under Section 15A of the Bombay Rent Act was unavailable.

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Issues: Whether the agreement dated 16.08.1967 created a leave and license arrangement in favour of the plaintiff or merely a conducting agreement for the hotel business, and whether the plaintiff thereby became a deemed tenant under Section 15A of the Bombay Rent Act.

Analysis: The agreement was construed as a whole, giving primacy to its plain terms. The document described the parties as owner and conductor, stated that the owner was giving the hotel business on a conducting basis, fixed royalty as consideration, required the conductor to run only the owner's hotel business, prohibited delegation to third parties, obliged the conductor to bear operating expenses and workers' wages, and required return of charge and possession of the business on termination. The absence of any clause transferring possession of the premises as such was a material indicator that the arrangement was not a lease or leave and license of the premises. Sections 91 and 92 of the Evidence Act barred oral evidence that would contradict the written terms, and the exceptions to the rule were not attracted. The receipts and ancillary documents, including sales tax registration, did not alter the legal character of the agreement. On that construction, the plaintiff did not acquire the status of a licensee of the premises and could not invoke deemed tenancy.

Conclusion: The agreement was held to be a conducting agreement and not a leave and license arrangement, and the claim to deemed tenancy under Section 15A failed.

Final Conclusion: The concurrent findings of the appellate court and the High Court were upheld, and the plaintiff's challenge to the reversal of the trial court did not succeed.

Ratio Decidendi: Where the written terms of an agreement unmistakably show entrustment only of business conduct and do not transfer possession of the premises, oral evidence cannot be used to convert that arrangement into a leave and license or tenancy.

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