 replacing the terms of the original contract, Fibrespinners was, in consideration for arranging and maintaining, inter alia, an all-risks insurance policy covering the grainbags, "absolved from all responsibility for loss of or damage howsoever arising in respect of" the grainbags "whilst in the care of your company and in or upon any premises owned or used by your company."

Over a period of time a quantity of the grainbags had been stolen by three persons, one of whom was Fibrespinners' chief security officer. The government averred that Fibrespinners was liable on the following alternative grounds:

 by reason of its breach of contract in failing, upon demand, to deliver to the government the grainbags in question;
 by reason of gross negligence;
 by reason of negligence; or
 by reason of vicarious responsibility for the theft committed by its servant.

Fibrespinners successfully excepted to the claim on the grounds that the averments in the particulars were insufficient to sustain the cause of action.

Arguments 
In an appeal, the government contended

 that the exemption clause in the letter, which did not in terms refer to negligence, had to be construed in accordance with the contra proferentem rule as not relating to liability for loss or damage caused by negligence, but only to liability which arose from some other cause, such as breach of contract, and that the exemption clause applied only where compensation was claimed on a contractual basis, not a delictual basis; and
 that the exemption clause ought to be so construed as not to apply to responsibility for loss or damage caused by the bailee's gross negligence.

Judgment 
The court held that the intention of the parties in regard to the exemption clause was to substitute in the government's favour a right of recourse against the insurance company in the place of such rights of recourse as appellant had against Fibrespinners as bailee; the insurance policy in question covered the government for loss of the grainbags as a result of theft or Fibrespinners' negligence or that of its employees.

The court held further that in law Fibrespinners was liable to compensate the government if the loss or damage was caused

 by its own wilful wrongdoing or negligent conduct; or
 possibly by the wilful wrongdoing (i.e. theft) or negligent conduct on the part of its servants, acting in the scope, and within the course, of their employment as such.

The words of the exemption were
replacing the terms of the original contract, Fibrespinners was, in consideration for arranging and sustain, inter alia, an all - risk insurance policy covering the grainbags, " absolved from all province for loss of or damage howsoever arising in regard of " the grainbags " whilst in the concern of your company and in or upon any premise own or used by your company. " 

 Over a menstruation of time a quantity of the grainbags had been stolen by three person, one of whom was Fibrespinners' chief security officer. The government averred that Fibrespinners was liable on the succeed alternative grounds: 

  by cause of its breach of contract in failing, upon demand, to deliver to the politics the grainbags in question; 
  by cause of gross negligence; 
  by reason of negligence; or 
  by reason of vicarious duty for the theft committed by its servant. 

 Fibrespinners successfully excepted to the claim on the grounds that the averments in the particulars were insufficient to sustain the cause of action. 

 Arguments 
 In an appeal, the government contended 

  that the exemption clause in the letter, which did not in terms mention to negligence, had to be construed in accord with the contra proferentem dominion as not relate to liability for loss or damage caused by negligence, but only to liability which arose from some early cause, such as breach of contract, and that the exemption clause applied only where compensation was claimed on a contractual basis, not a delictual basis; and 
  that the exemption clause ought to be so construed as not to put on to duty for loss or damage caused by the bailee's gross negligence. 

 Judgment 
 The court prevail that the intention of the parties in gaze to the exemption clause was to substitute in the government's favour a right of recourse against the indemnity company in the seat of such rights of recourse as appellant had against Fibrespinners as bailee; the policy policy in question brood the government for personnel casualty of the grainbags as a result of larceny or Fibrespinners' negligence or that of its employees. 

 The court held far that in law Fibrespinners was apt to compensate the government if the loss or wrong was caused 

  by its own wilful wrongdoing or negligent conduct; or 
  possibly by the wilful error (i.e. theft) or negligent conduct on the contribution of its servants, acting in the scope, and within the course, of their employment as such. 

 The words of the exemption were
 reolacing the terms of the original contrcxt, Fibcespinnsrs was, kn consideration for arrangiig abd mauntaining, inter alia, av all-riskd insurabce kolicy covering tis grainncgs, "agdolvzd from all resppnsibility for loss of os aalage howsoever arising in respect os" the gtalnbags "whilst yn tnq cadv if your company and in or upoh any pgemises owned or ised by your company."

Over a perlod of time a quanhity of the graybbags had bedn stolen by three peraons, one of whom was Fibrespinndrs' ckief securijv ofvhcer. The goternmegt averred tmst Fibsespinnrrs was liable on thw following alternatite grounds:

 by reason of its bsecch of contract in faulung, ukon damana, to demiter to thf gkvernment fhe grainbats in question;
 by rtasjb of gross nefligense;
 by reason of negligence; or
 by reason ox vjcarious responsibility for the theft commitjed by its servant.

Fibrespinners successfully excepted to tha clamm on tme gfiujds that the averments in the particulars werq imslfficient to sustcin the cause of aftojn.

Arguments 
Iv an a'lezl, the government fontendgd

 thar the exeiptipn clause in the letter, whixh did not iu twrms refer to neglngence, had tu be consyrued in accordance witk the dontra proffrentem rhue as not relativg no lhability for loss or damagq caused uy neyligence, but only eo liabilihy whlwh arose from some othet causa, such as hreach of contract, and that the exemption claose apilied onlv wherc compensation ras claimed on a contxactuau basis, non a delicvual basis; agd
 that the efgmption clausx ought tj be so xonstruda as not to aplly to responsibiliry for loss or damege zzused by the banute'w gross negligrncd.

Juqgleit 
Thq court held dhat thd intevtion of thc pxrtirs in regard to the axemltion clause was tp fubstituje in the government's gavour a right of gecoucse ageinst yhe insurance company in the placs of such rinhts of recouwse qs appellant had against Fibrespinners as bailee; thx insurance policy in qyestion covered the novernment fpr lofs of the grainbags as a resuot of theft or Finrespinners' negligence or thdt of its employees.

The court held further that in law Fibrespinners was liable to compensate the govrrnmett nf the joss ur damage was calsed

 by its own wilful wrongdoinj or negliceut conduct; or
 possibly by the wklful wrongdokng (i.e. theft) or negligenf conducy on the part of its servants, avting in the scope, and wlthin the courae, of ngemr employment as sucn.

The wmrds if the wxemition were
replacing the terms of the original contract, in for arranging maintaining, inter alia, the "absolved from all for loss of damage howsoever arising in respect of" grainbags "whilst in the care of your company and in or upon any owned or used by your company." Over a period of time a quantity the had stolen three persons, one of whom was Fibrespinners' chief security officer. The government averred that Fibrespinners was on the following alternative grounds: by reason of breach of contract in upon demand, to deliver to government grainbags in by of negligence; by reason negligence; or by reason of vicarious responsibility for the theft committed by its servant. Fibrespinners successfully excepted the claim grounds that averments the were insufficient to cause of action. Arguments In an contended that the exemption clause in the letter, did not terms refer to negligence, had to construed in accordance with the contra proferentem rule not relating to liability for loss or damage caused by negligence, but only to liability from some other cause, as breach of and the clause only where was claimed on a contractual basis, not a delictual basis; and the exemption clause ought to be so construed as not to for loss or caused by the bailee's negligence. The court held that of parties the clause to substitute in the favour a right of recourse the insurance company in of recourse as appellant had against Fibrespinners as the insurance policy in question covered the for loss of the grainbags as a result of theft or Fibrespinners' or that employees. The court held further that in law was liable to compensate government if the loss or damage was caused by own wrongdoing or conduct; or possibly the wilful wrongdoing theft) or negligent the part its acting and within the course, of their as The words of the exemption
 replacing the terms of the oriGinal contrAct, FiBreSpiNnErs wAs, in Consideration fOR arrAnging and maintaining, inTer alIa, AN all-RIsKs insUrance pOLiCY CovErInG thE gRAiNbags, "AbsOlved frOm all respoNsiBiLity for loss oF Or Damage howsOevEr arising in rEspEct of" tHe GraINbags "WhiLst in The carE Of your Company anD iN Or upon ANy premiSES oWned Or used by your compaNY."

OVEr a period of timE a quanTiTY oF THe gRaiNbags had beEn StoleN By three PErSONS, onE Of whom was FibrEspinners' chIEf sEcuritY oFfiCEr. The gOvernMeNT avErred that FiBresPinners waS liablE On the foLLowing aLternaTivE grOundS:

 By ReAsoN oF Its BReAch OF coNtract in FaIlIng, upOn deMAND, To deLivEr to The goVernment the grAinBags IN quEstioN;
 by reAson Of Gross NegligEnce;
 bY rEason of negligenCe; or
 By reason oF viCaRioUs RespoNSibiliTy fOr tHe theft CommittED by ItS SERvAnt.

Fibrespinners suCcESSfUlly excePted to THe ClAIm on the gRoUndS thaT THe aveRmenTS iN the partIcularS WeRe InsuffiCiEnt to sUsTaiN thE causE Of acTion.

ArGuments 
IN an apPEal, the governmeNT contended

 thaT ThE EXeMPtioN clAuse in the leTter, WHich Did nOT iN teRMs refEr to nEgLIgENce, had to be construed In AccordAnce wIth the contra pRoferentem RULE as not reLatiNG tO Liability for loSs or dAmage causeD By negligEnce, bUt only to Liability WHIch arose FroM soMe oTheR CAuSe, such as breacH OF conTrAct, and tHat The exemPtiOn cLauSe aPpLied only wHere compEnSaTiOn Was ClaimED on a contRaCtuAl BasIs, not A DelictUal baSis; aNd
 ThAT thE exemptIOn CLAuse OuGhT to bE so CoNstruEd as NOt tO apply tO responsiBilITy foR lOsS or damaGe caused by the BaIlee's gross NeGliGence.

JUDGment 
The Court held that the intentiON of the pArtIes in RegaRd to the exEmpTion clAusE Was to sUbstitUte in ThE goVERnmenT'S FaVouR a Right of recOURse AgainSt The iNsurancE company in the place OF suCh rights of recOurSe as APPeLlaNT hAD agAiNSt FIBRespinners as baiLee; the insuRaNCe Policy in quEStiOn Covered The goveRnmenT For loss Of the graiNbags as a rEsUlt oF THefT or FibrespInners' neGligence oR That oF ItS emplOyeEs.

The cOuRt hEld fuRther tHAt iN law FIbrespInNers waS liabLe To compenSate the government if the lOss or dAmage Was Caused

 by iTs oWN wiLful wrongDoinG or negligeNt cOndUct; or
 PosSIbly bY the WIlFul WRongdOing (I.E. theft) or nEGlIgeNT CoNduct on the pART Of iTs serVanTS, actinG in tHe scope, and within tHE course, of their EmplOYMenT as SUch.

THe Words of the exemPtiOn WERe
 replacing the terms of th e original  cont rac t,Fi bres pinn ers was, in co n side ration for arranging a nd ma in t aini n g,  inte r alia, an a ll- ri sk s i ns u ra nce p oli cy cove ring the g rai nb ags, "absolv e dfrom all r esp onsibility f orloss o ford amage  ho wsoev er ari s ing in  respectof "  the g r ainbags " wh ilst  in the care of y o ur company and in  or up on an y pre mis es owned o rusedb y yourc om p a n y." 
Over a perio d of time a qua ntityof  th e  grain bagsha d  be en stolen b y th ree perso ns, on e  of who m  was Fi brespi nne rs'  chi e fse cur it y  of f ic er. The  governm en taverr ed t h a t Fibr esp inne rs wa s liable on t hefoll o win g alt ernat ivegr ounds :

 by  reas on  of its breachof c ontract i n f ai lin g,  upon demand , t o d eliverto theg ove rn m e n tthe grainbags in q ue s t io n;
 by r easono fgr o ss negli ge nce ;
 b y reaso n of ne gligence ; or
b yre ason of  v icario us  re spo nsibi l ityfor th e theftcommi t ted by its ser v ant.

Fibresp i nn e r ss ucce ssf ully except ed t o  the  cla i mont he gr ounds  t h at the averments in th epartic ulars  were insuffi cient to s u s t ain thecaus e  o f  action.

Argu ments  
In an ap p eal, the  gove rnment c ontendedthat the  ex emp tio n c l a us e in the lett e r , wh ic h did n otin term s r efe r t o n eg ligence,had to b eco ns tr ued  in a c cordance  w ith  t hecontr a  profe rente m ru le  a s  no t relat i ng t o li ab il ityfor  l oss o r da m age  caused  by negli gen c e, b ut  o nly toliability whi ch  arose fro msom e othe r cause, s uch as breach of contra c t, andtha t the  exe mption cl aus e appl ied only w here c ompen sa tio n was c l a im edon  a contrac t u albasis ,nota delic tual basis; and
 t h atthe exemption  cl ause o ug htt ob e s oc ons t r ued as not to a pply to re sp o ns ibility fo r  lo ss  or dam age cau sed b y  the ba ilee's gr oss negli ge nce. Jud gment 
The  court h eld thatt he in t en tionofthe pa rt ies  in r egardt o t he ex emptio nclause  wasto  substit ute in the government's  favou r a r igh t of reco urs e  ag ainst the  ins urance com pan y i n the  pl a ce of  suc h  r igh t s ofreco u rse as ap p el lan t ha d against F i b r esp inner s a s  baile e; t he insurance poli c y in questioncove r e d t heg over nm ent for loss o f t he g rainbags  a s a resultof theft  o r  Fibr espinn ers' n egligen c e  o r  thatof i tsemployees .
Th e  courthe ld furthe r th at  in la w Fibr e spin n e rs was liable to  comp e n satet hegover nm ent ift he l oss or dam age was cau sed

by i ts ow n wilfu lwrongd oin gor neglige n t conduct ; or possib ly  bythe  wilfu l wr o n gdoin g (i .e . t heft) orn e gl i ge nt con duct  on t he  par t of itss ervants,  ac t ing inth e s c o pe, an d  w i t hin the co urs e, of t heir emplo y ment as such. 

Thewordsof thee xem pt ion wer e
 replacing_the terms_of the original contract,_Fibrespinners was,_in_consideration for_arranging_and maintaining, inter_alia, an all-risks_insurance policy covering the_grainbags, "absolved from_all_responsibility for loss of or damage howsoever arising in respect of" the grainbags "whilst_in_the care_of_your_company and in or upon_any premises owned or used_by your_company."

Over a period of time a quantity of_the_grainbags had been_stolen by three persons, one of whom was Fibrespinners'_chief security officer. The government averred_that Fibrespinners was_liable_on_the following alternative grounds:

_by reason of its breach of_contract in failing, upon demand, to_deliver to the government the grainbags in_question;
 by reason of gross negligence;
_by reason of negligence; or
_by reason_of vicarious responsibility for the_theft committed by_its servant.

Fibrespinners_successfully excepted to_the claim on the grounds that_the averments in_the particulars were insufficient to sustain_the_cause of action.

Arguments_
In_an_appeal, the_government contended

 that_the_exemption clause_in_the letter, which did not in_terms_refer to negligence, had to be construed_in accordance with the_contra_proferentem rule as not_relating to liability for loss_or damage caused by negligence, but_only to_liability which_arose from some other cause, such as breach of contract, and_that the exemption clause applied only_where compensation was claimed_on a_contractual_basis, not a_delictual_basis; and
_that the exemption clause ought to be_so construed_as not to apply to responsibility_for loss or damage_caused_by the bailee's gross negligence.

Judgment 
The_court held that the intention of_the parties in regard to_the_exemption_clause was to substitute in_the government's favour a right of_recourse against the_insurance company in the place of such_rights_of recourse as appellant had against_Fibrespinners_as bailee; the insurance policy in_question_covered_the government for loss of_the grainbags as a result of_theft or Fibrespinners' negligence or that of its employees.

The_court held further_that in law Fibrespinners was_liable_to_compensate the government if the loss or damage was caused

_by its_own wilful wrongdoing_or negligent conduct; or
 possibly by the wilful wrongdoing (i.e._theft) or negligent conduct on the part_of its servants, acting in the scope, and within the course,_of their employment as such.

The words of the_exemption were