Agreements Void for Uncertainty

In one line

A court can only enforce a promise it can understand, and section 29 voids the agreement whose meaning cannot be pinned down, but only after trying to pin it down.

In the words a student can write in an exam: section 29 of the Indian Contract Act 1872 provides that "Agreements, the meaning of which is not certain, or capable of being made certain, are void." The section therefore has two limbs and the second is the important one: an agreement is not void merely because its terms are unclear on their face, if the contract itself supplies the means of making them certain.

Why the law has this at all

Enforcement is the point of contract law, and enforcement is a practical business. A court asked to enforce an agreement has to decide what each party must do, and then, if they do not do it, what they must pay. It cannot do either if it does not know what was agreed.

There is a second reason, and it is about consent rather than about the court. Section 13 requires the parties to have agreed upon the same thing in the same sense. Where the words are so vague that two honest readers would take them differently, that is some evidence that the minds never met at all.

But the law does not use vagueness as an excuse to escape bargains. Commercial people write loosely and still mean something definite, and a court that struck down every imprecise contract would be useless to trade. So section 29 is drafted to save what can be saved: it voids only what is neither certain nor capable of being made certain.

The provision itself

"Agreements, the meaning of which is not certain, or capable of being made certain, are void."

The Act's illustrations, which are the best teaching material in the section:

"(a) A agrees to sell to B 'a hundred tons of oil'. There is nothing whatever to show what kind of oil was intended. The agreement is void for uncertainty.

(b) A agrees to sell to B one hundred tons of oil of a specified description, known as an article of commerce. There is no uncertainty here to make the agreement void.

(c) A, who is a dealer in cocoanut-oil only, agrees to sell to B 'one hundred tons of oil'. The nature of A's trade affords an indication of the meaning of the words, and A has entered into a contract for the sale of one hundred tons of cocoanut-oil.

(d) A agrees to sell to B 'all the grain in my granary at Ramnagar'. There is no uncertainty here to make the agreement void."