Contract - Option to terminah - Notification- Suffioiency of
notifioation oontainin~ unspeoified or inaoourate reasons -
Suffioiengr of verbal notifioation - Liability for p~ents due
before notifioation.

1. Where a writ'hlll. agreement . gives a party an option-.to terminate
   the agreement upon the ocCurrence of certain named, contingencies,

- but presoribes no particular form of notioe of termination,
(l} mere verbal notice of termination is suffioien1, and

(2) the first party mq terminate the agreeIlient as soon as one of
the oontingenoies oocurs (but not befol'e) by an informal
notification which oontains unspecified or inaccurate reasons,

at least where the other party knew that one of "he named
contingencies had occurred.

1. If suffioien1 notice is given in suoh a oase, the terminating
   party is liable for all p~ents due before notification is
   given even if the period which the p~ent covers has nOl yet
   transpired.

Revision.

Jiay ~',:~1l~~~ [leplt'Rf^o, C,'J,~, ~ 1. This is an· application for .. the

revision of a decree given on.revision by the judge of the High Couri,

Kharioum, dismissing an application by the defendan1 against a decree
holding him liable for two month's rental under a contract of lease of
a flour mill at Khartoum. The plaintiff is the owner of the mill in
question, and in oonsideration of a p~en" of LS.12 per month b,y

* Court sCreed, L.S. and Flaxman, C.J ~

defendant, undertoOk to keep his mill closed for a. period of two years
oommencing from the beginning of March 1938. With two Illonths of the.
contract period unexpired, the defendant determined ';he ~eement,

and the plaintiff olaimed t~e sum remaining due, and obtained. judgment
for it in the District Court; Kh8rtoum. In that court the defendant
disputed liabHity on three grounds: first, that by reason of clause

8 of th~ agreement he was entitled to te:rminate the contingen03' mentioned
therein that, "if the deed made with owners of mills in Kharloum North

is cancelled, the first party has right to cancel ·this deed and has
right to continue or disoontinue," having occurred on December ,31, 1939,
and did s.<), .aeccnd , that the "interference" by the Government hfl the _
effect of oausing the oonsideration for t.he agreement to fail ,'and third,
that .. the.a.greement, b-Y-l'eason of an amendment to the.licenoing law,
having effect from January 1, 1940, became illegal and unenforceable
from that date.

On all these points the learned judge of the High Court supported
the .finding of,the learned District Judge·against.the defendant.
Defendant now oomes to this oourt and asks for reVision of the order
dismissing his application •. The defenoes of failure of consideration
and of .i11ega1ity have not been pursued, and he relies upon the fact
that under olause 8 of the contract he gave notice or his intention to
exercise his right to ter.ninate the contr(!.ct, ant: claims that this
notioe became effective from January 1, 1940.

He sa,ys thlrl he gave notioe t.o plaintiff verbally at .a meeting at
the office of District Cominissioner KhartO\llll, on December 31, 1939,

and repeated it on January 5. 1940, \-Ihen he admittedly paid plaintiff
the rental peyable for December 1939, telling him that he would. make no
further pa,ymeniis because the Khartoum North Mills had re':"opened. The
plaintiff aenies that any notice on these grounds was"given on either
date, and cont enda , and was upheld in the courts beiow'~ that no valid

notioe for that reason ooukd hav~ been given on December 31, for the

contingenqy upon whioh defendant relies~did not come into effect until
the following dey.

mills had reopened and he was fully entitled to exeroise his option to
terminate. The oourt below has refused to aocept either of these as
valid notices to terminate under clause 8, deciding that the fact on
which the defendant relied lias not the reopening of the mills, but the
failure of the consideration by reason of this "interferenoe" of the.
Government in passing legislation designed to ensure that mill owners
taking out licenoes must operate the licenced. mills under penalty in
the event of failure.

°It is on this that the plaintiff principally relies before this
oourt. He maintains that 9 when such an agreement is terminated by the
exeroise of an option, the reason for the exercise must be made olear,
and that this not having been done, the notioe of January 5, does not
oonstitute a valid termination. He olaims that its effeot was simply
to notify him that the agreement would not be renewed after its expiry
on the last dey of Febry.a.ry 1940. He admits that he was fully aware
that the mills, both in Khartoum North and Khartown, had been opened
after the District Commissioner's warning of Deoember 31, 1939. Hi~
oontention is that the notice, to be effeotive .• must have included ....
notification .. of the reason for termination, and that bare notification
is not enough.

The deed on the face of it does not provide any particular manner

in which notifioation of an intention to terminate must be given. It
need. not apparently be in writing, and a verbal notification would
admittedly have sufficed. The plaintiff's learned. counsel has been
invited by this oourt to cite some authority for his oontention that
reason for the exerciSe of an' option must be given, or that notifioati(l1,
if given on wrong grounds, will not· be effective even if good. grounds

at the time exist.; He gives us no assistance in this respect. This
court is of lhe opinion that, while the defendant was not entitled to Dot

exercise his .option befor~ the oontingenc,r arose, he was so7entitled .

after 'the mills had been reopened or the agreement with the Khartoum
North mill owners cancelled, and one or the other of these oontingencies
had admiUedly arisen by the time of the second notif~98-tiQl1 on JanUAl'7 ~ 5, 1940 e .

-Ch that dah the defendan .• paid the rental for ~eoember 1939
although in faot the January rental was aot~lly due. He is thus
liable for the January rental, then overdue for p~ent, in ~ eVellt.

Cr.ed, L.S.I concur.

Application allowed in part.