Facts of The Case

• ‘A’ and ‘B’ entered into a written agreement where ‘A’ agreed to sell his car to ‘B’.
• The document stated two possible prices:
  Rs. 1,00,000/- OR Rs. 1,50,000/-, without clarifying which amount the parties finally agreed upon.
• Later, a dispute arose regarding the actual sale price.
• ‘A’ attempted to introduce oral evidence to explain which of the two prices was intended by the parties.
• ‘B’ objected, arguing that since the terms are in a written contract, oral evidence is barred by the Indian Evidence Act, 1872.

Issues in The Case

1. Whether oral evidence is admissible to clarify or vary the terms of a written agreement?
2. Whether Section 93, 94, 95, 96, 97 or 98 of the Indian Evidence Act applies to ambiguity in the document?
3. Whether the ambiguity in the written contract is such that extrinsic (oral) evidence can be permitted?

Legal Principles Covered

(i) Section 91 — Evidence of Terms of Contracts, Grants and Dispositions of Property

• When a contract has been reduced to writing, the written document must be produced to prove its terms.
• Oral evidence cannot substitute written terms.

(ii) Section 92 — Exclusion of Oral Evidence

• Oral evidence cannot be admitted to contradict, vary, add to or subtract from the terms of a written contract.
• Exceptions exist, but they require ambiguity that cannot be resolved otherwise.

(iii) Section 93 — Exclusion of Evidence to Explain Ambiguous Documents

• If the language of the document is unintelligible or ambiguous on its face, no external evidence may be given.
• Here, the agreement mentions two prices without clarification, creating patent ambiguity—ambiguity apparent on the face of the document.

(iv) Patent vs. Latent Ambiguity

• Patent Ambiguity:
  Appears directly on the face of the document → Oral evidence NOT allowed.
• Latent Ambiguity:
  Arises when document seems clear but ambiguity arises in applying it → Oral evidence allowed.

Key Case Laws

1. Keshav Lal vs. Lalbhai (AIR 1958 SC 512)
   • Patent ambiguity cannot be cured by oral evidence.
2. Roop Kumar v. Mohan Thedani (2003) 6 SCC 595
   • Sections 91–92 restrict oral evidence that seeks to vary written terms.
3. Gangabai v. Chhabubai (AIR 1982 SC 20)
   • Oral evidence allowed only when not contradicting written terms but explaining latent ambiguity.

Application to the Present Case

• The written agreement contains two different prices.
• This is a patent ambiguity because the error is visible directly in the document.
• Under Section 93, oral evidence cannot be admitted to remove such an ambiguity.
• Therefore, ‘A’ cannot introduce oral evidence to prove which price was intended.

Possible Judgement

The Court is likely to hold:

1. The written agreement shows a patent ambiguity by mentioning two inconsistent prices.
2. Under Sections 91, 92, and particularly 93, oral evidence is not admissible to clarify such ambiguity.
3. Therefore, ‘A’ cannot produce oral evidence to prove the intended price.
4. The contract itself becomes void for uncertainty under Section 29 of the Indian Contract Act, 1872, because the essential term (price) is unclear.
5. The Court may declare:
   • The agreement unenforceable, OR
   • Ask parties to execute a fresh contract if they mutually agree.

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