‘Imperial Real Estate’ owns a small food court and lets spaces to various vendors. It enters into a lease agreement with ‘Botanical Fruits’, a store which sells fruits and fruit juices. The mall already includes a vegetable vendor. Because Imperial strives for the biggest possible variety of products sold in its small shopping mall, the director of Imperial requires that Clause 8 of the lease contract reads: ‘Botanical Fruits will abstain from selling: … (g) any vegetables or vegetable products.’ Botanical Fruits accepts. Soon after Botanical Fruits opens business, Imperial discovers that Botanical Fruits is selling aubergines, tomatoes and cucumbers, as well as juices containing these products, in large quantities. After warning Botanical Fruits numerous times that, under Clause 8(g) of the lease contract, the latter is to cease selling aubergines, tomatoes and cucumbers immediately, Imperial holds Botanical Fruits in breach of its obligations and terminates the lease contract. Botanical Fruits disagrees that it breached its contractual obligations and contests the termination of the contract. As Botanical Fruits tried to tell Imperial recently, botanically speaking, cucumbers are ripened ovaries of a flowering plant, and botanical experts therefore classify aubergines, tomatoes and cucumbers as fruits. Imperial had heard Botanical Fruits‘ arguments before but found them simply preposterous. In ordinary, common language for everyday purposes, Imperial contends, aubergines, tomatoes and cucumbers are considered vegetables.

• 1 [ Technical and Ordinary Meaning] Assume that both Imperial and Botanical Fruits are correct; the technical, botanical meaning of ‘vegetables’ excludes aubergines, tomatoes and cucumbers, and the common or ordinary meaning of ‘vegetables’ includes these items. What relative weight will be attached to both the technical or ordinary meaning play in the interpretation of Clause 8(g)?

• 2 [ Expertise] Would your answer to Question 1 be different if Imperial had many decades of experience in the food retail industry, and its director had an academic background in botanical studies?

KEY ISSUES

The case concerns a dispute between a landlord and tenant in the context of a lease within a small food court.