Uncertain agreements

In one minute

An agreement is void if its meaning is not certain and cannot be made certain. A court cannot enforce a promise when it cannot tell what was promised. The problem is vagueness, not illegality.

The key phrase is "capable of being made certain". If the agreement, the trade, or a fixed method settles the meaning, the agreement stands. In exams this is a short, predictable question built on the Act's illustrations.

Exam focus

Frequency: Rarely asked
Usually asked as: Long answer (10 to 15 marks)

Legal provision

Section 29: agreements, the meaning of which is not certain, or capable of being made certain, are void.
Illustration (a): A agrees to sell B "a hundred tons of oil" with nothing to show what kind of oil. The agreement is void for uncertainty.
Illustration (b): A agrees to sell B one hundred tons of oil of a specified description, known as an article of commerce. There is no uncertainty.
Illustration (c): A, a dealer in coconut oil only, agrees to sell B "one hundred tons of oil". The nature of A's trade shows the meaning, so the contract is for coconut oil.
Illustration (d): A agrees to sell B "all the grain in my granary at Ramnagar". There is no uncertainty.
Illustration (e): A agrees to sell B "one thousand maunds of rice at a price to be fixed by C". The price is capable of being made certain, so the agreement is not void.
Illustration (f): A agrees to sell B "my white horse for rupees five hundred or rupees one thousand" with nothing to show which price. The agreement is void.

Meaning and definition

An agreement is uncertain when its terms are too vague to give a clear meaning. Section 29 treats two kinds of vagueness alike: a missing term that cannot be found, and a term with two readings that cannot be chosen between.

The rule rests on a simple point. A court can enforce only what it can identify. The maxim id certum est quod certum reddi potest (that is certain which can be made certain) states the other side of the rule.

Is the agreement void for uncertainty?How to read this: start at the top. Each box must be answered "yes" to move down. Red text shows where the claim fails.

1. Is the meaning of the agreement unclear on its face? (section 29)No: the meaning is certain. The agreement is not void for uncertainty (illustrations (b), (d)).
2. Is there nothing in the agreement, the trade, or a fixed method that can make the meaning certain? (section 29)No: the meaning is capable of being made certain. The agreement is not void (illustrations (c), (e)).
3. Result (section 29)The agreement is void for uncertainty (illustrations (a), (f)).

Detailed explanation

Step 1: terms that are unclear on their face

Words such as "a hundred tons of oil" give no clue to the kind of oil. If nothing shows what was meant, the agreement is void (illustration (a)).

Example. Ravi agrees to sell Sunil "one lakh bricks" without saying whether they are red clay bricks or fly-ash bricks, and the trade has no usual kind. The agreement is void for uncertainty.

Step 2: terms that can be made certain

The agreement stands if something supplies the missing meaning. Four sources appear in the illustrations.

A specified description known in trade (illustration (b)).
The nature of the seller's own trade (illustration (c)).
A clear identification of the goods (illustration (d)).
A method to fix a term, such as a price to be fixed by a named person (illustration (e)).

Example. Vimala agrees to sell her whole mango harvest from her orchard at Nuzvid at a price fixed by the district agricultural officer. The goods and the pricing method are identified. The agreement is certain enough to be enforced.

Step 3: alternative terms with no way to choose

When the agreement gives two prices and nothing shows which applies, the court cannot choose. Illustration (f): "my white horse for rupees five hundred or rupees one thousand". The agreement is void.

Step 4: the effect

The agreement is void. Neither party can sue on it.

Don't confuse: uncertainty and mistake

Both can leave the parties without a clear agreement, but they work differently.

Point	Uncertain agreement (section 29)	Mistake (section 20)
Problem	The terms themselves have no workable meaning	Both parties are wrong about a fact essential to the agreement
Source	The words of the agreement	The parties' beliefs about facts
Effect	Void	Void

Inside the idea. A agrees to sell B "my white horse for Rs 500 or Rs 1,000". The words give no way to pick a price. This is uncertainty.

Just outside it. A agrees to sell B his horse for Rs 1,000. The horse had died the night before, and neither knew. The words are clear. The problem is a shared mistake of fact, so section 20 applies.

Common mistakes

Saying every vague term makes the agreement void. If the meaning can be made certain, it stands.
Forgetting the phrase "capable of being made certain".
Mixing uncertainty with mistake. One concerns the words, the other concerns beliefs.
Calling the agreement illegal. It is void, not unlawful.

Apply it

Problem

Ganesh agrees to sell his Maruti car to Hari for Rs 50,000 or Rs 1,00,000. Nothing in the agreement shows which price applies. Hari wants to enforce the sale. Is the agreement valid?

Issue. Is the agreement void for uncertainty under section 29?

Rule. Agreements whose meaning is not certain, or capable of being made certain, are void (section 29).

Application. The price has two possible figures. Nothing in the agreement, the trade or a fixed method shows which was meant. This matches illustration (f).

Conclusion. The agreement is void for uncertainty. Hari cannot enforce it.

Leading case laws

Mayawanti v. Kaushalya Devi (1990), Supreme Court, (1990) 3 SCC 1
Facts. Mayawanti sued for specific performance of an agreement dated 16 September 1971 to buy a property with machinery for Rs 50,000. She had paid Rs 5,000 as earnest money. The agreement said that if the co-owner refused to sign the sale deed, Kaushalya Devi would sell her own half share for half the price. Otherwise she would pay back the advance with compensation of the same amount. Kaushalya Devi refused to execute the deed.

Principle. The Supreme Court (Ranganathan and Saikia JJ.) held the terms too uncertain. The subject matter, the share and its price were not clearly fixed, and the alternative clause let payment replace performance. The parties were not agreed on the same thing, so there was no enforceable contract and no specific performance. The earnest money was to be refunded.

Why it matters. It shows a court refusing to enforce an agreement whose terms are too uncertain to identify what was promised. That is the problem section 29 deals with.

How to write this answer in the exam

5-mark answer

Quote the rule in section 29.
State the phrase "capable of being made certain".
Give one void example and one valid example from the illustrations.
State the effect: void.

10-mark answer

Section 29 and the reason for the rule.
Illustrations (a) to (f) in two groups: void and not void.
Ways to make a term certain: description, trade, method.
Comparison with mistake.
A short problem answered in Issue, Rule, Application, Conclusion form.

Key points to remember

Section 29: an agreement whose meaning is not certain, or capable of being made certain, is void.
The agreement stands if trade, description or a fixed method makes the meaning certain.
Illustration (f): two prices with no way to choose make the agreement void.
Uncertainty is about the words of the agreement. Mistake is about the parties' beliefs.

Quick self-test

1. When is an agreement void under section 29?

When its meaning is not certain and is not capable of being made certain.

2. Is an agreement to sell "one thousand maunds of rice at a price to be fixed by C" void?

No. The price is capable of being made certain (illustration (e)).

3. What is the effect of an uncertain agreement?

It is void, and neither party can enforce it.