Case: Sudhir Kumar and Others Vs. Baldev Krishna Thapar and Others

a fresh lease or the decree holders merely granted an extension of time for delivery of possession of the premises demised essentially depends on the intention of the parties who entered into the compromise as could be gathered from the compromise petition as well as the compromise decree. It is necessary to note that in the compromise petition, it is specifically stated that the parties had agreed"that the defendans shall remain as lessees of Uttam Talkies Residency Road, Jammu on terms and conditions on which they previously held the said premises machinery furniture fittings etc. up to 31-12-1962 and pay to the plaintiff rent at Rs. 3, 000 per month from 1st January 1959 in the following proportion...... It is further stated therein that "the rest of the terms and conditions will be as contained in the agreement a deed dated 17th Assuj 2011 registered on 18th Assuj 2011".But the last clause in the compromise petition reads:"it is therefore prayed that a decree may kindly be passed directing ejectment on 1st January 1963 on terms and conditions contained herein."The compromise decree refers to the defendants as "lessees" and the compensation payable by them as rent. At the same time cl. (2) of the decree says that the defendants shall be liable to ejectment and shall vacate the premises on 1st January 1963 on the terms and conditions as stated above. The compromise and the compromise decree speak, so to say, in two voices. If we had been merely left with the specific terms incorporated in the compromise petition and the compromise decree without bringing in by reference the terms of the original lease as to matters not specifically covered in the compromise petition and the compromise decree, there would have been some difficulty in spelling out the real intention of the parties. But by incorporating the terms of the old lease, to the extent not covered by the new terms, the parties had agreed to incorporate into the new agreement the term relating to renewal found in the original lease. On an analysis of the terms of the compromise, it is seen that the lessors had granted a fresh lease of the cinema talkies demised; a monthly rental was fixed in respect of the same and the lessees were given an option to renew the lease at the end of the term fixed though that right is subject to certain conditions. Under these circumstances, the direction in the decree to vacate the suit premises at the end of the term fixed in the compromise in accordance with the terms of the compromise would amount to an ineffective direction. Such a direction cannot be considered as an ejectment decree. It is at best a declaration of the right of the lessors to eject the lessees at the end of the lease period if the lessees fail to get a renewal.Mr. Tarkunde, learned Counsel for the appellant contended that on a proper construction of the compromise petition and the compromise decree, it would be seen that the renewal clause was not incorporated into the compromise decree. According to him the period during which the defendants are permitted to be in possession of the" suit, premises is subject to no alteration under any circumstance. Subject to that condition and other conditions mentioned in the compromise petition the terms of the original lease were incorporated into the compromise petition. We see no basis for this contention. A term in a lease relating to renewal is independent of the duration of the lease fixed under the lease deed. The renewal obtained by the exercise of the option given under the lease is an extension obtained by the exercise of an independent power. Therefore there is no force in the contention that because the compromise had fixed the period during which the defendants could continue as lessees, the renewal clause in the original lease deed did not become one of. the terms of the agreement. We are unable to consider the clause in the compromise referring to the original lease as a barren clause or that it is not wide enough to reach the renewal clause.5. Mr. Tarkunde next contended that the renewal clause referred to earlier is a meaningless term as the lessees are entitled to a renewal only if the lessors consented. He urged that there can be a renewal only if both the lessors and the lessees agreed, but in that event there is no need to have a term providing for renewal. We are unable to read the renewal clause as Mr. Tarkunde wants us to do. No term in a contract should be considered as superfluous if it can be given some reasonable meaning. The clause in question definitely says that lessees are entitled for a renewal. The right of the lessors to give consent must be read in the context of the lessees entitlement to get a renewal of the lease. If so read, it is clear that the lessors can withhold their consent either because of the lessees failure to observe one or other of the material terms of the lease or on some other reasonable ground. The lessors cannot withhold their consent capriciously or unreasonably. A covenant against assigning and letting, charging or parting with possession of the demised property or any part thereof without licence or consent of the landlord is deemed to be subject to a proviso to the effect that such licence or consent is not to be unreasonably withheld. That is the position both under the English law as well as under the Indian law. About that there is no dispute. If in the matter of introducing a stranger to the demised property, the law insists that the lessors should not unreasonably withhold his consent, it follows as a matter of reason and logic that the lessor cannot unreasonably withhold his consent, when the lessee exercises his option to renew the lease on the strength of one of the terms in the lease deed.

Decision (1 = appeal accepted, 0 = rejected): 0

Explanation:
0[ds]The question whether under the terms of the compromise the parties entered into a fresh lease or the decree holders merely granted an extension of time for delivery of possession of the premises demised essentially depends on the intention of the parties who entered into the compromise as could be gathered from the compromise petition as well as the compromise decree. It is necessary to note that in the compromise petition, it is specifically stated that the parties had agreed"that the defendans shall remain as lessees of Uttam Talkies Residency Road, Jammu on terms and conditions on which they previously held the said premises machinery furniture fittings etc. up to 31-12-1962 and pay to the plaintiff rent at Rs. 3, 000 per month from 1st January 1959 in the following proportion...... It is further stated therein that "the rest of the terms and conditions will be as contained in the agreement a deed dated 17th Assuj 2011 registered on 18th Assuj 2011".But the last clause in the compromise petition reads:"it is therefore prayed that a decree may kindly be passed directing ejectment on 1st January 1963 on terms and conditions contained herein."The compromise decree refers to the defendants as "lessees" and the compensation payable by them as rent. At the same time cl. (2) of the decree says that the defendants shall be liable to ejectment and shall vacate the premises on 1st January 1963 on the terms and conditions as stated above. The compromise and the compromise decree speak, so to say, in two voices. If we had been merely left with the specific terms incorporated in the compromise petition and the compromise decree without bringing in by reference the terms of the original lease as to matters not specifically covered in the compromise petition and the compromise decree, there would have been some difficulty in spelling out the real intention of the parties. But by incorporating the terms of the old lease, to the extent not covered by the new terms, the parties had agreed to incorporate into the new agreement the term relating to renewal found in the original lease. On an analysis of the terms of the compromise, it is seen that the lessors had granted a fresh lease of the cinema talkies demised; a monthly rental was fixed in respect of the same and the lessees were given an option to renew the lease at the end of the term fixed though that right is subject to certain conditions. Under these circumstances, the direction in the decree to vacate the suit premises at the end of the term fixed in the compromise in accordance with the terms of the compromise would amount to an ineffective direction. Such a direction cannot be considered as an ejectment decree. It is at best a declaration of the right of the lessors to eject the lessees at the end of the lease period if the lessees fail to get asee no basis for this contention. A term in a lease relating to renewal is independent of the duration of the lease fixed under the lease deed. The renewal obtained by the exercise of the option given under the lease is an extension obtained by the exercise of an independent power. Therefore there is no force in the contention that because the compromise had fixed the period during which the defendants could continue as lessees, the renewal clause in the original lease deed did not become one of. the terms of the agreement. We are unable to consider the clause in the compromise referring to the original lease as a barren clause or that it is not wide enough to reach the renewalare unable to read the renewal clause as Mr. Tarkunde wants us to do. No term in a contract should be considered as superfluous if it can be given some reasonable meaning. The clause in question definitely says that lessees are entitled for a renewal. The right of the lessors to give consent must be read in the context of the lessees entitlement to get a renewal of the lease. If so read, it is clear that the lessors can withhold their consent either because of the lessees failure to observe one or other of the material terms of the lease or on some other reasonable ground. The lessors cannot withhold their consent capriciously or unreasonably. A covenant against assigning and letting, charging or parting with possession of the demised property or any part thereof without licence or consent of the landlord is deemed to be subject to a proviso to the effect that such licence or consent is not to be unreasonably withheld. That is the position both under the English law as well as under the Indian law. About that there is no dispute. If in the matter of introducing a stranger to the demised property, the law insists that the lessors should not unreasonably withhold his consent, it follows as a matter of reason and logic that the lessor cannot unreasonably withhold his consent, when the lessee exercises his option to renew the lease on the strength of one of the terms in the lease deed