Summary of Opinion — High Court (delivered 3 November, 2025)

Factual and Procedural Background

This is an application by the Defendant for discovery of documents in proceedings concerning the interpretation of a Deed of Conveyance dated 20 September 1985 ("the 1985 Conveyance"). The Plaintiffs and the Defendant are the successors-in-title of Company A and Company B respectively. By the 1985 Conveyance, the premises described as [Number] Main Street, together with "the right of the [purchaser], its successors, assigns and lessees to four car-parking places in the premises outlined in green on the Map annexed hereto", were conveyed to Company B's predecessor in fee simple. The Conveyance contains an acknowledged drafting error referring to the Vendor where Purchaser was intended.

The map annexed to the 1985 Conveyance shows an area outlined in green facing onto The Lane. There is a prior Lease dated 5 November 1984 between Company A and Company C (a tenant), under which the lands (including the four parking spaces) were leased for a term starting 1 July 1984. The parties agree the parking spaces existed by 1 July 1984 and were being used by the tenant under that 1984 Lease.

The central dispute in the proceedings is the proper interpretation of the 1985 Conveyance: the Defendant contends it is entitled to park four cars anywhere on the green-outlined lands; the Plaintiffs contend the Defendant's parking rights are confined to the smaller area shown in red on a map annexed to the plenary summons. The Plaintiffs seek a declaration limiting the Defendant's parking rights to the red area.

A discovery application was brought because the 1985 Conveyance and its map were not exhibited in the affidavits and the court directed production of a copy. On inspection, the red area is materially smaller than the green area (roughly one quarter). The court considered whether discovery of documents beyond the 1985 Conveyance was appropriate, and ordered discovery in specified categories.

Legal Issues Presented

1. What is the correct interpretation of the 1985 Conveyance as to the location and extent of the four parking rights conveyed?
2. Whether the 1985 Conveyance is unambiguous such that extrinsic evidence is inadmissible, or whether it may be ambiguous such that extrinsic/contextual evidence (and hence discovery of documents) is necessary.
3. Whether documents evidencing the historical use, designation, maps, photographs or the parties' chain of title are relevant and necessary to the fair resolution of the interpretation issue, and therefore should be discovered.

Arguments of the Parties

Plaintiffs' Arguments

• The Plaintiffs assert the issue turns on the correct interpretation of the 1985 Conveyance and that the Deed is unambiguous; accordingly, no discovery of extrinsic documents is necessary and the 1985 Conveyance should govern.
• They rely on a particular map (the red area) annexed to the plenary summons to confine the Defendant's rights and indicated that only the 1985 Conveyance was necessary to resolve the question.
• In correspondence the Plaintiffs proposed a narrowed discovery category focused on documents evidencing that the Defendant only ever parked four cars in the identified four spaces (as represented in planning correspondence), but did not otherwise identify categories with the specificity required by the Rules.

Defendant's Arguments

• The Defendant contends that, while it also says the Deed is unambiguous, it advances a different meaning from the Plaintiffs — namely that the parking right covers the whole green area. It argues that if the parties had intended rights limited to the red area, that would have been the area depicted on the map attached to the 1985 Conveyance rather than the larger green area actually shown.
• The Defendant sought discovery of documents relevant to context and extrinsic evidence so that the ambiguity (if any) could be investigated and resolved at trial.
• The Defendant had already made some discovery of title documents (including objections and requisitions) from earlier transactions, which it relies upon as indicative of possible relevance of chain-of-title material to the construction exercise.

Table of Precedents Cited

Court's Reasoning and Analysis

The judgment (Judge Stack) proceeds from the following legal and factual premises and applies them to the discovery application:

1. The general rule: extrinsic evidence is not admissible to interpret a deed that is clear and unambiguous. The court noted the parties' common position that the 1985 Conveyance is unambiguous, but observed they adopt different meanings, which itself suggests there may be ambiguity as to the instrument's proper construction.
2. The court rejected the Plaintiffs' blanket refusal of discovery as too simplistic. Because both parties advance different constructions, it cannot be assumed at this interlocutory stage that the deed is unambiguous or that extrinsic/contextual materials will not be relevant at trial.
3. The court emphasised that conveyances are to be read in context. It cited Point Village (see table) for the proposition that the commercial purpose, background and circumstances framing a transaction inform interpretation. Relevant context here includes, in the court's view, the 1984 Lease, the physical state and user of the land at the time (1984–1985), and any course of dealing or mutual understanding between predecessors-in-title.
4. The court noted procedural requirements for discovery: O.31 r.12 requires specific categories of documents to be identified in a discovery notice. Neither party adequately particularised categories, so the court considered and proposed categories it considered might be necessary to elucidate context.
5. The court evaluated each requested category. It concluded that documents relating to alleged events in 2019 (Category 3) were not relevant because those events were not relied on in the pleadings. Conversely, documentation concerning title, pre-contract enquiries, maps, photographs, correspondence surrounding the 1984 Lease and the 1985 Conveyance, and records of actual parking location/use over time were all potentially material to establishing context or providing admissible extrinsic evidence if the deed were found ambiguous.
6. On that basis, and mindful that the relevance and admissibility of particular materials is ultimately for the trial judge, the court ordered discovery in specified categories (A–E and F–G as set out below), and declined to order discovery of the 2019-related materials because they were not relevant to pleaded issues.
7. Finally, the court recorded that the Defendant had already discovered some title documentation from recent transactions and that inquiries about the source of the red-area map (used in the Plaintiffs' pleadings and possibly derived from planning drawings) were unanswered in the pleadings; accordingly documents relied on to support the Plaintiffs' asserted red-area limitation should be discovered.

The court made clear that it was not deciding the substantive question of interpretation, only addressing what discovery is appropriate to ensure a fair trial on the question.

Holding and Implications

DISCOVERY ORDERED (Categories A–G)

Holding (core ruling): The court ordered discovery of documents falling within the following categories (expressed here in anonymized form as ordered by the court):

1. Category A — All correspondence, memoranda or attendances created in the course of the conclusion of the agreement for sale, the drafting and execution of the contract for sale and of the 1985 Conveyance itself, including any objections or requisitions on title and replies and any pre-contract enquiries that mention parking spaces or parking rights.
2. Category B — All correspondence, memoranda and attendances created in the course of the conclusion of the agreement for lease, the drafting and execution of any contract for that 1984 Lease, and the 1984 Lease itself, together with contracts for lease, objections/requisitions and pre-contract enquiries which mention parking spaces or parking rights.
3. Category C — All maps or photographs (not otherwise publicly available) which tend to show the layout and condition of the lands outlined in green on the 1985 Conveyance map between 1 January 1984 and 31 December 1985.
4. Category D — All documents recording the location at which the Defendant and its predecessors-in-title actually parked the four vehicles the subject of the parking rights conveyed by the 1985 Conveyance from 1 January 1984 to the date of institution of the proceedings.
5. Category E — All documents recording the location at which the original tenant named in the 1984 Lease and its successors-in-title actually parked the four vehicles the subject of the parking rights granted by that 1984 Lease.
6. Category F — All documents of title comprising the Plaintiffs' chain of title, and all objections and requisitions on title raised in the course of each sale, together with replies, the relevant contracts for sale and any pre-contract enquiries and replies which refer to parking rights or parking spaces.
7. Category G — All documents relied upon by the Plaintiffs for their assertion that the Defendant's right to park is confined to the four spaces contained within the lands outlined in red on the map appended to the plenary summons, insofar as they do not fall within any other category ordered.

Implications:

• The ordered discovery requires the Plaintiffs to produce documents in the specified categories; the precise timing, identity of the deponent for discovery and costs are to be determined at a further hearing.
• The effect on the substantive dispute is procedural: the trial judge will determine the proper construction of the 1985 Conveyance, using the parties' submissions and any admissible extrinsic/contextual evidence if the Deed is found ambiguous. The discovery ordered is intended to ensure the fair disposal of that issue.
• The opinion does not purport to create new legal precedent; it applies established principles about contractual/conveyance interpretation and discovery practice (including the requirement to particularise discovery categories). The court specifically declined to order discovery of documents relating to unrelated events in 2019 because those events are not pleaded and are not relevant.

Next Steps Ordered by the Court

The court will hear the parties further regarding the time required to make the discovery, the identity of the deponent to make discovery, and the issue of costs.

Note on anonymization: Parties, private companies and location names have been replaced with neutral placeholders (e.g., "Plaintiffs", "Defendant", "Company A", "Company B", "Company C", "The City", "The Lane", "[Number] Main Street") for consistency and to conform with the summary requirements. This summary otherwise reflects only information expressly contained in the provided opinion.