"The general rule I take to be, that where the words of any instrument are free from ambiguity in themselves, and where external circumstances do not create any doubt or difficulty as to the proper application of those words to claimants under the instrument, or the subject-matter to which the instrument relates, such instrument is always to be construed according to the strict, plain, common meaning of the words themselves; and that in such case evidence dehors the instrument, for the purpose of explaining it according to the surmised or alleged intention of the parties to the instrument, is utterly inadmissible. If it were otherwise, no lawyer would be safe in advising upon the construction of a written instrument, nor any party in taking under it; for the ablest advice might be controlled and the clearest title undermined, if at some future period parol evidence of the particular meaning which the party affixed to his words, or of his secret intention in making the instrument, or of the objects he meant to take benefit under it, might be set up to contradict or vary the plain language of the instrument itself."-Shore v. Wilson (1842), 9 Cl. & F. 355, at pp. 565, 566; 5 Scott, 958, at p. 1037, Tindal, C. J.

"A written instrument is not ambiguous because an ignorant and uninformed person is unable to interpret it. It is ambiguous only, if found to be of uncertain meaning when persons of competent skill and information are unable to do so. Words cannot be ambiguous because they are unintelligible to a man who cannot read; nor can they be ambiguous merely because the Court which is called upon to explain them may be ignorant of the particular fact, art, or science, which was familiar to the persons who used the words, and a knowledge of which is therefore necessary to a right. understanding of the words he has used."- Vice-Chancellor Wigram, Extrinsic Evidence in the Interpretation of Wills, ss. 200, 201, 4th ed. (1858).

"If there be, as I think there is here, an ambiguity which is not latent but patent, according to the old distinction, that is not a matter to be solved by evidence as to the meaning of the partiesin a case, that is, where there could be parties-it is to be solved by the Court as a matter of construction."-Committee of London Clearing Bankers v. Commissioners of Inland Revenue, [1896] 1 Q. B. 222, at p. 227; 65 L. J. Q. B. 253, at p. 257, Wright, J.

(See also "Contracts," post, and “ Wills,” post.)

Incorporating Clauses.

"This must be decided in accordance with the general principles of interpretation, not to bills of lading only, but to all contracts, and indeed to all written instruments. It is plain that a clause incorporating. by general words only, terms of another contract will not incorporate any terms of the latter which are outside the scope and nature of the first."-Diederichsen v. Farquharson Brothers, [1898] 1 Q. B. 150, at p. 159; 67 L. J. Q. B. 103, at p. 109, Rigby, L. J.

(See also "Statutes," post.)

Ancient Instruments-Evidence of Custom and Usage.

"It is not to be disputed that when the necessity of the case requires it, evidence of more recent usage and custom may be adduced for the purpose of explaining old, or obsolete, or even imperfect expressions to be found in ancient documents. But the necessity must be apparent, the ambiguity must be found to be existing."-Earl de la Warr v. Miles (1881), 17 Ch. D. 535, at p. 573; 50 L. J. Ch. 476, at p. 487, Bacon, V.-C.

(See also "Ancient Deeds-Contemporanea expositio," post.)

Alterations in Instruments.

All written instruments which are altered or erased in a material part are thereby avoided.

"The strictness of the rule on this subject, as laid down in Pigot's Case [(1615), 6 Coke, p. 47, P. XI. 27 a], can only be explained on the principle, that a party who has the custody of an instrument made for his benefit is bound to preserve it in its original state. It is highly important for preserving the purity of legal instruments that this principle should be borne in mind, and the rule adhered to. The party who may suffer has no right to complain, since there cannot be any alteration, except through fraud, or laches on his part. To say that Pigot's Case has been overruled is a mistake; on the contrary, it has been extended: the authorities establishing, as common sense requires, that the alteration of an unsealed paper will vitiate it."-Davidson v. Cooper (1844), 13 M. & W. 343, at p. 352; 13 L. J. Ex. 276, at p. 280, Lord Denman, C. J.

"It is established that a material alteration in a written instrument does, and an immaterial alteration does not, avoid it. The rule was first laid down, though not precisely in these words, with reference to deeds conveying freehold property; but it has been discussed in many cases, with the result that the rule as now established is held to be applicable to all written instruments."In re Howgate and Osborn's Contract, [1902] 1 Ch. 451, at p. 454; 71 L. J. Ch. 279, at pp. 280, 281, Kekewich, J.

(See also "Alterations in Contracts," post; "Alterations in Deeds," post; and "Alterations in Wills," post.)

“There is, indeed, great truth in the remarks which have been judicially promulgated on this subject by a learned Court :— 'When so many men of great talents and learning are thus found to fail in fixing certain principles, we are forced to conclude that they have failed, not from want of ability, but because the matter was not susceptible of being settled on certain principles. They have attempted to go too far; to define and fix that which cannot, in the nature of things, be defined and fixed.'"-Story on the Conflict of Laws, s. 28.

Framing Definitions.

"To frame a definition of any legal term which shall be both positively and negatively accurate is possible only to those who, having legislative authority, can adapt the law to their own definition."-Lindley, Law of Partnership, 5th ed. p. 1.

Except in mathematics, it is difficult to frame exhaustive definitions of words; they must be construed with reference to the

subject-matter to which they are applied."-Wakefield Local Board v. Lee (1876), 1 Ex. D. 336, at p. 343, Grove, J.

"Definitions are most difficult."-Thames and Mersey Marine Insurance Co. v. Hamilton, Fraser & Co. (1887), 12 App. Cas. 484, at p. 492; 56 L. J. Q. B. 626, at p. 629, Lord Bramwell.

"One is very reluctant to frame definitions unless one can make a law to accord with the definitions, which judges cannot do."-In re Moss, Kingsbury v. Walter, [1899] 2 Ch. 314, at p. 318; 68 L. J. Ch. 598, at p. 600, Lindley, M. R.

"The definition may, perhaps, like all definitions, be dangerous, because the person who is called upon to define is sometimes dealing with matters which are incapable of exact logical definition."-Glasgow Corporation v. M'Ewan, [1900] A. C. 91, at p. 96, Earl of Halsbury, L. C.

Contract defined.

A contract is an agreement which the law will enforce, that is, an agreement, made upon sufficient consideration or with certain solemnities, by which something is willed to be done or forborne by one of the parties, such will being communicated to the other of the parties by some act engaging to carry it into effect.

"A contract, according to the well-known definition of Sir William Blackstone [2 Bl. Com. 442], is an agreement upon sufficient consideration to do or not to do a particular act. According to this definition, it is an agreement. Now in order to constitute an agreement or contract two things are requisite-firstly, the will, and secondly, some act, whether in word or deed, whereby that will is communicated to the other party. No man has entered into an agreement or contract to do, or not to do, some particular thing unless he has willed that the thing should be done or forborne, and also has communicated that will to the other party by some act engaging to carry it into effect; when both parties will the same thing, and each communicates his will to the other, with a mutual engagement to carry it into effect, then (and not till then) an agreement or contract between the two is constituted. Now this is not a mere theoretical disquisition, but a statement of sound practical principles of universal law, and of the law of England