Judgment :- MOHAN, J. — 1. These two appeals can be dealt with under a common judgment since they arise out of two suits, C.S. No. 67 and 91 of 1982 on the file of Sub-Court, Udumalpet, which were disposed of by a common judgment dated 25th July, 1984. 2. O.S. No. 67 of 1982 is a suit filed by the appellant in A.S. No. 607 of 1984 against the respondent therein for specific performance of an agreement for executing and registering a lease deed in respect of the plaint schedule property for a period of 15 years from 21-7-1982. That suit having been dismissed, the plaintiff has come up by way of appeal. 3. O.S. No. 91 of 1982 is a suit filed by the first respondent in O.S. No. 608 of 1984 for recovery of possession of the suit property which is the same property involved in both the suits and also for mesne profits. That suit having been decreed, the defendant has come up by way of appeal. We will now refer to the facts in O.S. No. 67 of 1982. 4. The suit property consists of an extent of 478.04 acres. It is called ‘Uralical Carda mom Estate’. It belonged originally to Mes srs. Anglo American Direct Tea Trading Company Limited. The said company leased 478.40 acres including the suit property to the plaintiff by a registered lease deed dated 21-7-1967 under Ex. A1. The lease was for a period of 15 years. The annual rent was Rs. 40 per acre for the period upto 31-3-1970 and thereafter, at the rate of Rs. 100 per acre for raising cardamom plant. M essrs. Tata Tea Limited, the defendant, took over the liabilities of Anglo American Direct Tea Trading Company. On 21-8-1980, the def endant informed under Ex. A5 that on the expiry of the lease by efflux of time, the plaintiff had to surrender the demised pre mises for its own use. In the lease deed, there is a covenant for the renewal of the lease for a further period. Cl. 4 (viii) of the lease deed provides for the renewal at the option of the lessee. Therefore, the plaintiff is entitled to renewal. This renewal is a right, provided the lessor does not put the land for its own use. In the lease deed, there is a covenant for the renewal of the lease for a further period. Cl. 4 (viii) of the lease deed provides for the renewal at the option of the lessee. Therefore, the plaintiff is entitled to renewal. This renewal is a right, provided the lessor does not put the land for its own use. It is evident that the lessor does not intend to use the land since the portions surrendered pursuant to the compromise in O.S. No. 122 of 1973 still remains fallow. The lessee is willing to perform its part of the contract. It is under these circumstances, the suit is filed for specific performance. The plaintiff has invested huge amounts for re-plantation. If the plaintiffs possession is disturbed, it will be put to irreparable loss and injury. Taking advantage of the expiry of the lease, the defendant is likely to prevent the use of the roads intended for ingress and egress. Hence the plaintiff is entitled to injunction as well. By letter dated 11-2-1982 under Ex. A8 the plaintiff requested the defendant to extend the lease or in the alternative to sell the property to the plaintiff for a reasonable price. Hence, the suit. 5. The defendant filed a written statement contending as follows. Under the lease deed dated 21-7-1967, the plaintiff was granted a lease of an extent of 478.40 acres known as Urallikal ‘cardamom area’. By document dated 31-12-1976 the defendant took over the entire assets and undertaking of M/s. Anglo American Direct Tea Trading Company Limited and its sister concerns. Thereafter, the plaintiff attorned to this defendant and was paying the rent. The original lease was for a period of 15 years. Therefore, by efflux of time, it came to an end on 21-7-1982. Cl.4(ii) of the lease provides that the lessor shall be at liberty to terminate the lease at any time by giving notice in writing to the lessee and upon such service of notice, the lessee was bound to vacate the demised land as soon as the seasons crop was harvested. Accordingly, a notice was given on 19-3-1972. The plaintiff did not vacate the demised property within 18-3-1973. Therefore it became necessary for the defendant to file the suit in O.S. No. 122 of 1973 on the file of Sub-Court, Udumalpet, for possession of the demised property and for incidental reliefs like mesne profits. Accordingly, a notice was given on 19-3-1972. The plaintiff did not vacate the demised property within 18-3-1973. Therefore it became necessary for the defendant to file the suit in O.S. No. 122 of 1973 on the file of Sub-Court, Udumalpet, for possession of the demised property and for incidental reliefs like mesne profits. The plaintiff contested the suit. The plaintiff also filed O.S. No. 258 of 1973 before the District Munsifs Court, Pollachi, for a declaration that it was entitled to continue as lessee for a period of 15 years from 21-7-1967 and also for injunction against termination of the lease until the expiry of 15 years from 21-7-1967. The suit in O.S. No. 122 of 1973 ended in compromise and by the compromise decree dated 14-8-1974 the plaintiff agreed to surrender 242. 45 acres for which the lessor was to pay compensation of a sum of Rs. 3,70,000. As regards the balance extent of 235.95 acres, it was agreed that the lessee would continue to remain in possession on the same terms and conditions as were mentioned in the lease deed dated 21-7-1967. The notice of termination dated 19-3-1972 was withdrawn. On 21-8-1980 under Ex. A5, the defendant intimated the plaintiff about its intention to use the demised portion for itself and requested it to surrender the property, namely, 235. 95 acres on 21-7-1982. No question of renewal at all would arise when the defendant intends to use the demised property for itself. The plaintiff is bound by the clear and unambiguous language of Cl.4(viii). In the correspondence that ensued between the parties, the plaintiff did not claim any right of renewal of the lease invoking Cl 4 (viii). Even under the compromise, it was never contemplated that the lessee was to continue with regard to the remaining portion after 21-7-1982. Since the plaintiff failed to surrender possession of the demised portion and has resorted to this vexatious proceeding, it had become necessary for the defendant to file O.S. No. 91 of 1982 for recovery of possession and for past and future mesne profits and other incidental reliefs. The plaintiff has absolutely no case and therefore the suit is liable to be dismissed. 6. The defendant filed an additional written statement claiming rendition of accounts by the plaintiff. On these pleadings, the following issues were framed for trial. 1. The plaintiff has absolutely no case and therefore the suit is liable to be dismissed. 6. The defendant filed an additional written statement claiming rendition of accounts by the plaintiff. On these pleadings, the following issues were framed for trial. 1. Whether the plaintiff is entitled to have the lease renewed upon? 2. Whether the defendant is not enti tled to demand possession of the property? 3. Whether the plaintiff is entitled to the permanent injunction as prayed for? 4. To what relief the plaintiff is entitled to? 7. O.S. No. 91 of 1982, as stated above, is a suit for delivery of possession since the lease, according to the plaintiff in this suit, had come to an end on 21-7-1982 by efflux of time and therefore the defendants in this suit have no right to continue any longer. 8. In defence, it was contended in addition to the assertion of the right to remain in possession, that the suit had not been valued properly for the purpose of court-fee and jurisdiction and the claim for mesne profits was untenable as the plaintiff could only insist on payment of rent and not mesne profits. 9. The 7th defendant filed a written statement contending that since he has transferred his 5% shares in the firm to the 5th defendant, he is an unnecessary party to continue as a defendant in the suit and that he may be exonerated from the suit. 10. The 10th defendant was exonerated from the suit. 11. Defendants 2 to 6, 8, 9 and 11 to 14 remained ex parte. 12. On tne above pleadings, the following issues were set down for trial. 1. Whether the plaintiff is the successor-in-interest of M/s. Anglo American Direct Tea Trading Company Limited? 2. Whether the plaintiff is entitled to evict the defendant? 3. Whether the lease in favour of the defendant was lawfully terminated? 4. Whether the compromise entered into in O.S. No. 122 of 1973 put an end to the right of the defendant to continue in possession or to exercise option for renewal? 5. Whether the plaintiff has become entitled to the crops and structure on the land after 21-7-1982? 6. Whether the defendant is entitled to exercise the option to renew the lease? 7. Whether the plaintiff is entitled to demand possession of the property? 8. Whether the suit by the plaintiff is not maintainable? 9. 5. Whether the plaintiff has become entitled to the crops and structure on the land after 21-7-1982? 6. Whether the defendant is entitled to exercise the option to renew the lease? 7. Whether the plaintiff is entitled to demand possession of the property? 8. Whether the suit by the plaintiff is not maintainable? 9. Whether the plaintiff is entitled to mesne profits, if so, to what amount? 10. Whether the 7th defendant is an unnecessary party to the suit? 11. To what relief the plaintiff is entitled to? 13. By consent, common evidence was recorded in O.S. No. 67 of 1982 in respect of both the suits. The parties throughout during the course of the judgment of the court below were referred to as ‘lessor’ and ‘lessee’. The learned Subordinate Judge, on a consideration of the oral and documentary evidence, held on issue No. 1, in O.S. No. 91 of 1932 that the plaintiff had become the successor-in-interest of M/s. Anglo American Direct Tea Trading Company Limited. On issues 2, 3, 4, 6 and 7 in O.S. No. 91 of 19 82 and issues 1 and 2 in O.S. No. 67 of 1982 it was concluded that the plea of the lessee that the lease was not lawfully terminated was not tenable. Therefore the plaintiff was entitled to demand possession of the property. On issue No. 2, in O.S. No. 91 of 1982 it was held that the plaintiff is entitled to terminate the lease. On issue No. 3 in O.S. No. 91 of 1982 it was held that the lease was lawfully terminated. On issue No. 4 it was held that the compromise entered into in O.S. No. 122 of 1973, had put an end to the right of the defendant to continue in possession or to exercise option for renewal. On issue No 6, it was held that the defendant is not entitled to exercise the option for renewal. On issue No. 7, it was held that the plaintiff is entitled to demand possession of the property. 14. On issue No. 1 in O.S. No. 67 of 1982, it was held that the plaintiff in that suit was not entitled to have the lease renewed. On issue No. 2, it was held that the defendant is entitled to demand possession of the property. 14. On issue No. 1 in O.S. No. 67 of 1982, it was held that the plaintiff in that suit was not entitled to have the lease renewed. On issue No. 2, it was held that the defendant is entitled to demand possession of the property. Issue No. 5, in O.S. No. 91 of 1982 was answered in favour of the plaintiff. On issue No. 10, it was held that the 7th defendant is an unnecessary party to the suit. On issue No. 3, in O.S. No. 67 of 1982 it was held that the plaintiff is not entitled to any relief as prayed for. On issue No. 9, in O.S. No. 91 of 1982 it was held that the plaintiff is entitled to seek recovery of past and future mesne profits in separate proceedings under O. 20 R. 12, C.P.C. Similarly on issue No. 11 in O.S. No. 91 of 1982 it was held that the plaintiff was entitled to get possession from the first defendant is the cardamom plantations thereon and all tries, shrubs and other growth and the buildings etc., and that the plaintiff is also entitled to past and future mesne profits and that it will be decided in separate proceedings under O. 20, R. 12, C.P.C. In the result, O.S. No. 67 of 1982 was dismissed with costs while O.S. No. 91 of 1982 was decreed as prayed for with costs relegating the ascertainment of mesne profits to separate proceedings. Thus, these two appeals. The appellant is one and the same. 15. Mr. M.R. Narayanaswami, learned counsel for the appellant, submits as follows: (i) The conclusion of the trial Court that the compromise in O.S. No. 122 of 1973 puts an end to the rights of the parties is wrong; (ii) The renewal clause is not for the benefit of the lessee is erroneous; (iii) The scope of the renewal in Ex. A1 has to be understood taking into account the correspondence that passed between the parties under Ex. A2, A3 and A4. The lessee has got a right of renewal and that right cannot be defeated by a mere assertion that the lessor requires the land for its own purpose. On the contrary, it must show that there is an actual purpose. In Ex. A2, A3 and A4. The lessee has got a right of renewal and that right cannot be defeated by a mere assertion that the lessor requires the land for its own purpose. On the contrary, it must show that there is an actual purpose. In Ex. A2 it is categorically stated that if the lessor does not intend to use the area for growing tea, coffee or any other agricultural produce, the lessee should be given an option to renew the lease. Therefore, it is that purpose which has to be established and not a mere assertion of the right of the lessor-landlord. 16. Elaborating these submissions, it is contended by the learned counsel as follows. The compromise petition formed part of the decree because in Cl. 5 of the compromise petition it is specifically stated so. The important term of the compromise was that the lease deed dated 21-7-1967 was to remain in force for a period of 15 years i.e., upto 21-7-1982 in respect of the rest of the extent of 235. 95 acres. Further, the lessee was entitled to remain in possession and enjoyment of the same on the same terms as contained in the lease deed dated 21-7-1967. When the original lease deed under Cl. 4(viii) gave an option for renewal, it is impossible to say that the compromise puts an end to the rights of the parties. When the compromise decree says “same terms” it should obviously mean these terms for renewal also. Such a right of renewal is a privilege or an entitlement. In support of this submission, the learned counsel relies on the decision in Sudhir v. B.K. Thapar 1 . A reading of this judgment makes it clear that no clause in a contract can be rejected as superfluous. Secondly, the intention can be gathered by reading a document as a whole and the surrounding circumstances here, A2, A3 and A4. A renewal clause is a privilege or entitlement. 17. On the interpretation placed by the court below on Cl.4(viii), the learned counsel attacks the same in the following manner. The said clause namely. Cl.4(viii) uses the word ‘may’. But under S. 92(6) of the Evidence Act, other documents can also be looked into to ascertain what a particular word means. In Ex. A3 it is stated that the lessee will have an option. Therefore, when Cl.4 (viii) in Ex. The said clause namely. Cl.4(viii) uses the word ‘may’. But under S. 92(6) of the Evidence Act, other documents can also be looked into to ascertain what a particular word means. In Ex. A3 it is stated that the lessee will have an option. Therefore, when Cl.4 (viii) in Ex. A1 uses the word ‘may’ it has to be construed as “shall”. So understood, it will mean a right available to t he lessee. As a matter of fact, the lessor also understood it in the same way as seen from Ex. B4-otherwise, the lessor would not say “we intend to use the land for our own purpose”. If it is true that the lessor had a right of reentry on the efflux of the lease on 21-7-1982, it would not have stated so. The use of the word “may” therefore is consistent with the option to be exercised or not. 18. Again Cl. 4(viii) says “If the lessor does not intend to use the land for any purpose”. The meaning of purpose here is very significant. Unless and until the purpose is revealed, it is impossible for the lessor to claim back the land. Till today, the purpose for which the land is required was not revealed. While in paragraph 7 of the plaints in O.S. No. 67 of 1982 the plaintiff asserts its entitlement to renewal, in paragraph 11 of the written statement the stand taken by the respondent is that the ren ewal depends on the lessors decision or intention. Such a stand is clearly untenable. Under more or less identical circumstances, in A.S. No. 776 of 1971, Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 1 , a Division Bench of this Court clearly laid down that a mere assertion by the lessor that he requires the land would not be enough for the court to come to the conclusion that the landlord does so require the land, it must be proved what exactly the purpose for which resumption was sought. There again, the renewal was on the same terms and conditions as might be mutually agreed upon. Nevertheless, the court held that on the date of resumption the existence of the purpose must be established. 19. There again, the renewal was on the same terms and conditions as might be mutually agreed upon. Nevertheless, the court held that on the date of resumption the existence of the purpose must be established. 19. The learned counsel cites Hill and Redmans Law of Landlord and Tenant (Fifteenth Edition, paragraph 88 at page 168), Woodfall — Landlord and Tenant — 27th Edition — Volume 1, Page 175. He also cites the decision in Lewis v. Stephenson 2. 20. Arguing further that this clause, namely, Cl. 4(viii), cannot be held to be void for want of mutuality and vagueness and therefore hit by S. 29 of the Contract Act, the learned counsel cites the decision in Secretary of State for India v. Messrs. Vol kart Bros 3, There also the a renewal clause, stated that the said lease should be and might be renewed for a further term of 99 years upon such terms and conditions as should be judged reasonably. The Court held that the lessee was entitled to renewal and this could fix the rent whatever is reasonable. This ruling was reversed by the Privy Council In The Secretary of State for India v. Volkart Brothers 4, on a different point, namely, the integrity of the lease being broken. However, that this ruling met with approval at the hands of the Supreme Court is seen in the decision in D, T. Mangalmurti v. State of Bombay 5. In that relevant clause read the subject to such fair and equitable enhancement as the lessor may determine”. The Court held as to what will be the reasonable enhancement to be fixed by the Court. The same ratio has been adopted in H.V. Kajan v. C.N. Gopal 6 and Khivraj Chordia v. Esso Standard Eastern Inc. 7 In this case, a Division Bench of this Court considered the various decisions and held that such a clause is not affected by S. 29 of the Contract Act. Therefore, the learned counsel submits that in clauses for renewal, there is hardly any scope for invoking S. 29 of the Contract Act at all. Normally, if the option clause does not mention anything, the renewal is on the same terms and conditions as contained in the original deed. The court always grants renewal on the same terms, however, enhancing the rent depending on the facts and circumstances of the case. Normally, if the option clause does not mention anything, the renewal is on the same terms and conditions as contained in the original deed. The court always grants renewal on the same terms, however, enhancing the rent depending on the facts and circumstances of the case. The only restriction is that there cannot be a further renewal. Summing up his argument it is stated, Cl.4(viii) of Ex. A1 does confer a right on the lessee to obtain a renewal. Such construction alone is a right construction. The same is also evident from a reading of Exs. A2, A3 and A4. 21. Such a right of renewal available to the lessee can be defeated oniy if the lessor pleads and establishes the purpose for which he wants the land. If the lessor had come forward with such a case, the court can determine the purpose with reference to the documents, Exs. A-2, A-3 and A-4. In this case, there is neither such a plea or proof. 22. If the parties are at variance as to the terms of the renewal, the court can always extend its help to arrive at a contract and fix the terms on which the renewal could be granted. Of course, there could not be a further renewal. For these reasons it is prayed that the decree in O.S. No. 91 of 1982 be set aside while the appeal against O.S. No. 67 of 1984 be allowed and the matter be remitted to the court below to work out the details in relation to the contract of renewal. 23. C.M.P. No. 890 of 1985 has been preferred to show that the lands purchased by the respondent under Ex. B.13 are of an extent of 7940 acres. Out of the same, more than 3000 odd acres are lying fallow. Therefore, by merely stating that the lands forming subject matter of the suit are required by the lessor is of no use. Only to prove this, the balance sheet and the profit and loss account are sought to be filed in this miscellaneous petition by way of additional evidence. There may not be any serious objection for allowing this civil miscellaneous petition. 24. Mr. V.P. Raman, learned counsel for the respondent, urges first and foremost, that the asumption of the appellant that there is a right of renewal is factually erroneous and legally unsustainable. Cl. There may not be any serious objection for allowing this civil miscellaneous petition. 24. Mr. V.P. Raman, learned counsel for the respondent, urges first and foremost, that the asumption of the appellant that there is a right of renewal is factually erroneous and legally unsustainable. Cl. 4(viii) of Ex-A-1 provides for a contingency for renewal should both the parties agree. If the clause is unworkable as it stands, it does not mean that it can be given a meaning and life could be injected into the same. As a matter of fact, the clause for renewal suffered a blow in the earlier litigation. Thereafter, what remained was only the lessees right to continue in possession. Even before the original period where the lessor exercised its right, the lessee was paid a sum of Rs. 3,70,000/-by way of compensation. Thereafter it was allowed to remain in possession for the remaining period with regard to a smaller extent. It did not exercise its right at that stage. On the contrary, the entire events would go to show that it gave up the right. In paragraph 5 of the memorandum of compromise what was stated was the lease deed aforesaid shall remain in force and not the lease. The compromise is also in the same terms and to the same effect. Because there was no right of renewal which the lessee was conscious, it did not choose to exercise its right of renewal and pleaded specifically at the time of compromise. In Ex. A-2 it makes a demand for renewal while under Ex. A3 it is replied by the respondent that the renewal will be on an annual basis. Under Ex. A-4 it is stated as to be negotiated at the time when under Ex. A-5 dated 21-8-1980 intimation was given by the lessor to surrender. That was replied under Ex. B-14 on 23-3-1981. Having regard to all these, it can easily be seen that only a right of pre-emption was claimed. Even after one year absolutely no right of renewal was ever insisted upon. Then again in Ex. B.3 dated 30-4-1977 when the lessor wrote that the payments bad to be made to the respondent, even then nothing is stated by the appellant about the renewal. Ex. A.7 is the lessors reply to Ex. B-14. To this under Ex. Even after one year absolutely no right of renewal was ever insisted upon. Then again in Ex. B.3 dated 30-4-1977 when the lessor wrote that the payments bad to be made to the respondent, even then nothing is stated by the appellant about the renewal. Ex. A.7 is the lessors reply to Ex. B-14. To this under Ex. A8 dated 11-2-1982 a request was made to extend the lease for another 10 years. This letter is written after knowing fully well the legal implications because by then the applicant had legal advice This stand is totally inconsistent with the right. Normally no person will be satisfied with a mere request. Therefore, the assertion of a right in the plaint is totally unsustainable. The evidence of P.W.1 with regard to the lease shows that the lease was for 15 years for two reasons: (i). . the cardamom plantation was completed by 15 years by the firm of the appellant itself and (ii) the firm of the appellant was for a period of 16 years and that too for a specific purpose of obtaining the lease of cardamom plantation. Therefore, it was never in the mind of the appellant to ask for a further renewal. The oral agreement that is spoken to in connection with the renewal cannot be accepted at all because there is nothing on record to show that P.W.I participated in the negotiations; nor has he signed Ex. A-2, A-3, A-4. Therefore, one cannot accept this protest regarding the renewal or regarding the oral agreement or even regarding the understanding that no crop other than cardamom will be raised. As regards various cases cited by the learned Counsel for the appellant in every case there was an entitlement only when the nature of a particular term required to be decided by the Court. In Sudhir v. B.K. Thapar 1 , the wordings of the renewal clause are “shall be entitled for further 2 years. In Trustees. Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 2 , the clause read “the lessor shall, unless the said lands are required for the purposes of the Port of Tuticorin grant to the lessee a new lease of the said lands by way of renewal for a further period of twenty five years to commence from the date of expiry hereof. In Secratary for State for India v. M/s. Volkart Bros. In Secratary for State for India v. M/s. Volkart Bros. 3 renewal was permitted for 99 years and the renewal clause said that in lease might be renewed for a further term of 99 years upon such terms and conditions as should be judged reasonable. In D.T. Mangal murti v. State of Bombay 4, the relevant clause stipulated that the lessee will be entitled to a renewal at the end of 30 years period. Thereafter at the end of each successive further term of years as shall be granted at the request of the lessee the lessor Will execute to him a renewed lease of the land demised for the term of 30 years; provided that the rent of the land demised shall be subject to such fair and equitable enhancement as the lessor shall determine. In Khivraj Chandia v. ESSO Standard Eastern Inc. 5, the landlord will, on the written request of the tenant, renew the lease for a further term of 10 years from the expiration of the said term on a rent to be mutually agreed between the parties hereto due regard being paid to rents then prevailing in the same locality. In K.V. Rajan v. C.N. Gopal 6, the decision was as follows. After the ex piry of the period of five years fixed under the lease, the lessee shall have the option of five years but subject to such terms and conditions as may be mutually agreed upon. In Hitkarini Sabha v. Jabalpur Corporation 7 the relevant clause read as follows:— “The lessee shall on the expiry of the period of this lease, be entitled to have the same renewed on such terms and conditions as may be agreed upon between the parties.” In all these cases the peculiar feature is the entitlement about which there was no dispute. But only one of the terms of the renewal clause is required to be determined by the court. The direct case that is applicable to the facts of the present case is the decision in Hitkarini Sabha v. JabalpurCorporation” 7. Having regard to the term of the renewal clause as extracted above, it was held by express recital that the matter has been left out of decision and therefore there was uncertainty. The court held that the lessee was not entitled to renewal. In fact, the decision in Khivraj Chordia v. ESSO Standard Eastern Inc. Having regard to the term of the renewal clause as extracted above, it was held by express recital that the matter has been left out of decision and therefore there was uncertainty. The court held that the lessee was not entitled to renewal. In fact, the decision in Khivraj Chordia v. ESSO Standard Eastern Inc. 5, does not disapprove of the decision in Hitkarini Sabha v. Jabalpur Corporation 7. On the contrary, it says it is not the case in the appeals under consideration. Therefore a clear-cut distinction was made in that case. The present case falls on the other side of the line of distinction. In furtherance of his submission, the learned counsel cites the decision in Gujarat Ginning & Company v. Motilal Hirabhai Spinning & Co. 8, and drew our attention to the head note and contends that nothing was held out in this case to the appellant so as to invoke the exceptional clause laid down in the Bombay case. The decision in Annapurnav. T. Dutt 1 is also to the same effect. By a reading of the Supreme Court decision in Sudhir v. B.T. Thapar 2, it will be clear that the clause in question definitely contemplated the renewal in no uncertain terms. The submission is that the decision in Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 3,will not apply because there it was for the purpose of Tuticorin Port Trust which is a public body, the same can be easily ascertained. In this case, what is necessary on the part of the lessor to prove is that it intends to use the land. Only when the land is resumed, the landlord can spell out his need. Therefore, there is a vital distinction between the actual requirement for the purpose of a public body like the Port of Tuticorin as against a mere intention to use the land in future for its own purpose by a company which is also a planter. In Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 3, the requirement is, therefore, objective while the intention here is subjective which has been expressed two years prior to the lease coming to an end to which there was no demur by the lessee. The only restriction is that the lessor must use the land for its purpose. The only restriction is that the lessor must use the land for its purpose. In Secretary of State for India v. M/s, Volkart Bros. 4 it has been observed that there was no difficulty in regard to a contract which leaves the parties to fix a reasonable rent. Thus, not one case cited by the other-side is helpful in deciding a case of this character. Here the agreement to renew under Cl. 4(viii) is too vague and uncertain and is void for want of mutuality. For instance, in Scammell v. Dustan 5 when the question arose as to what were the hire purchase terms agreed upon by the parties in the purchase of a car, it was held that the terms were too vague and the court cannot give a meaning to that clause. It is not open to the Court to make out a contract between the parties. The object of the Court is to do justice; but if there is no contract, the court has no choice but to say that there is no contract. This judgment in Scammell v. Duston 5 was quoted with approval in Keshavlal v. Lalbhai T. Mills Ltd. 6, in construing a clause whether it is affected by S. 29 of the Indian Contract Act. 24. In Kalappa Dewara v. Krishna Mitter 7 where the contract was after deductions as would be agreed upon that was held to be bad. There are cases of lease itself as seen from Milnes v. Gery 8, Spottis Woode v. Doreen Appliances Ltd. 9, Fraser v. Fraser 10 and Re Hopkinss Lease 11. 25. In Halsburys Laws of England Fourth Edition, Volume 27 paragraph 113 at page 90, the law on the subject relating to option for future lease is dealt with. In the same volume in paragraph 59 at page 55 the requirements to the essentials of informal contracts are noted. The principle stated therein would apply. On this aspect., therefore, it is finally submitted that no particular case can be of any use in deciding a clause of this character. They can only afford guidance. The principle or ratio decidendi of that cas e does not apply to this case. In support of this, a passage from Julious Stone on “Legal System and Lawyers Reasonings” is referred to. 26. On the question whether Ex. They can only afford guidance. The principle or ratio decidendi of that cas e does not apply to this case. In support of this, a passage from Julious Stone on “Legal System and Lawyers Reasonings” is referred to. 26. On the question whether Ex. A-2, A-3 and A-4 can be looked into to find out whether there was prior negotiation, the learned counsel for the respondent drew our attention to a passage occurring at page 1959 at Law of Evidence by Woodroffe and Ameer Ali (14th Edition (1950) Volume 13) and contends that S. 92 will be applicable. He derives assistance for this statement from Abdullah khan v. Basharat Husain 1 , Secretary of State v. Abdul Rahim Sahib 2 and Bomanji Ardeshir v. Secretary of State for India 3 . Therefore, whatever might have been the negotiations do not form part of the written agreement, they cannot be looked into make out a contract for the lessee when the term embodied in the contract to itself is vague and uncertain. 27. There cannot be an agreement for specific performance of a lease. This is because as per Cl. 4 (ii) of the lease agreement, the lease can be terminated even during the currency of the original period of 15 years. Therefore, there is no question of specific performance of such an agreement because even if a decree is to be granted, that can be put an end to by termination of the agree meni. For this statement, reliance is placed on the decision in Premier Automobiles v. K.S. Wadke 4. 28. The next submission of the learned counsel is that the word ‘may’ as Websters Dictionary states when it is used in the statute it will be construed as ‘must’ or ‘shall’ otherwise, ‘may’ has its ordinary permissive and discretionary force. Therefore, here again, the submission of the appellant cannot be accepted. Thus, there is no warrant for interfering with the judgment of the court below and it is prayed that the appeals be dismissed. 29. Mr. M.R. Narayanaswamy, learned counsel for the appellant, in reply cites the decision in Brown v. Gould and others 5 wherein the renewal was for a period of 21 years. It was held that mere ambiguity was not synonymous with difficulty and therefore the Court was anxious always to protect the rights of the parties. 29. Mr. M.R. Narayanaswamy, learned counsel for the appellant, in reply cites the decision in Brown v. Gould and others 5 wherein the renewal was for a period of 21 years. It was held that mere ambiguity was not synonymous with difficulty and therefore the Court was anxious always to protect the rights of the parties. This is also evident by reading of the decision in Sweet & Maxwall v. Universal News etc. 6. In Sree Sankarachari Swamiar v. Varada Pillai 7 where the parties agreed that if the tenant were to raise wet crop on dry land, he will have to pay an increased rent. That was held as not void for uncertainty. This case was referred to in Khivraj Chordia v. Esso Standard Factory Inc. 8 The Division Bench in the said decision did not approve the ruling of the Madhya Pradesh High Court in Hitkabini Sabha v. Jabalpur Corporation 9 . That ruling is opposed to the dictum in H.V. Rajan v. C.N. Gopal 10 . Both those rulings could not have been approved by the Division Bench of this Court 30. It is not correct to state that there cannot be a specific performance of renewal. As a matter of fact, such a decree for speci fic performance can be granted in the rul ing in Kanakasabapathi v. Govindarajalu 11. Therefore, the submission is that if S. 29 of the Contract Act is excluded, in that there is no want of mutuality or vagueness in the clause relating to renewal selection 14 of the Specific Relief Act will equally stand exclu ded. Now having regard to the above sub missions, the following points arise for deter mination. (i) What is the true scope and character of Cl.4(viii) of Ex. A1 and whether it is hit by S. 29 of the Contract Act? (ii) Whether the compromise decree Ex. A6 puts an end to the contract? (iii) Whether specific performance can be granted of a right to renewal of lease? 31. We have already set out the facts as stated ‘ in the plaint and written statements in both the cases. However, briefly we may refer to them. Under Ex. A1 a lease arrange ment was entered into between the appel lant and M/s. Anglo American Direct Tea Trading Company Limited, under which the lessor leased out an extent of 478. We have already set out the facts as stated ‘ in the plaint and written statements in both the cases. However, briefly we may refer to them. Under Ex. A1 a lease arrange ment was entered into between the appel lant and M/s. Anglo American Direct Tea Trading Company Limited, under which the lessor leased out an extent of 478. 04 acres in Survey No. 10/7 in Anamalai Hills, Valparai, Pollachi Taluk, Coimbatore District. This was called ‘Urallikal cardamom area’. The period of lesse was for 15 years. The annual rent was Rs. 40 per acre till 31st March, 1970. Thereafter the annual rent was Rs. 100 per acre. The rent was to be paid by the lessee to the lessor in the instalments. The first instalment before 30th of April each year; the second instalment before 31st of October each year. The leas e contained the usual covenants. One of the important, covenants is what is contained under Cl.3(iv). There was also a mutual clause of termination by giving 12 months notice on either side contained under Cl.4(ii). The purpose of the lease was for planting cardamom. At present, suffice it to state that there is a clause for renewal, namely, Cl. 4(viii). We will be referring to it in the course of this judgment at some length and therefore we will merely mention it now. 32. In 1972 the lessor gave a notice of termination of the lease. The lessee did not vacate as required under the notice of termination. Therefore, the lessor filed O.S. No. 122 of 1973 on the file of Sub-Court, Udumalpet, for recovery of possession. The lessee also filed O.S. No. 258 of 1973 on the file of the District Munsifs Court, Pollachi, for injunction restraining the lessor from interfering with its possession. Under Ex. A6 dated 14-8-1974 a compromise was entered into between the parties and a decree was passed on the memorandum of compromise. The effect of the compromise is that out of the total extent of 278. 4 acres, the lessee was to surrender 242. 45 acres for which the lessor agreed to pay by way of compensation a sum of Rs. 3,70,000. As regards the remaining extent of 235. 95 acres, the lessee was allowed to remain in possession under the terms and conditions as were mentioned in the lease deed Ex. A1 dated 21-7-1967. In Cl. 45 acres for which the lessor agreed to pay by way of compensation a sum of Rs. 3,70,000. As regards the remaining extent of 235. 95 acres, the lessee was allowed to remain in possession under the terms and conditions as were mentioned in the lease deed Ex. A1 dated 21-7-1967. In Cl. 5 of the memorandum of compromise it was stated that the lease was to remain in force upto 21-7-1982. The notice of termination issued in 1972 was to be withdrawn. On 31-12-1976 the respondent (M/s. Tata Tea Limited) took over the entire estate, assets and undertakings of M/s. Anglo American Direct Tea Trading Company Limited and its sister concerns. Thus, the respondent became the absolute owner of the demised property. By letter dated 30th April, 1977, the respondent intimated the said fact. Thereafter, the plaintiff attorned and was paying the rent to the respondent as lessor. 33. Under Ex. AS dated 21-61980, the respondent wrote a letter to the appellant to the effect that the period of lease would expire on 20th July, 1982. The appellant was called upon to surrender the demised portion of the land on 21-7-1982. It was stated in that letter that the respondent intends to use the land for its own purpose. On 23rd March, 1981, the appellant wrote to the respondent drawing its attention to sub-Cl.(iv) of Cl. 3 and questioned the legality of take over by the respondent. Under Ex. A7 which is same as Ex. B5, the respondent wrote on 6th May, 1981 stating that the appellant was aware of the take over of the undertakings and since then has been regularly and continuously paying the rent and reimbursement of taxes to the respondent company as the successor and assignee of M/s. Anglo American Direct Tea Trading Company Limited. The appellant has also recognised, accepted and acquiesced in the transfer. Therefore, there was no substance in the claim put forward. The appellant was required to note under the provisions of the lease deed read with subsequent decree of the Sub-Court, Udumalpet, in O.S. No. 122 of 1973 that it will have to surrender the property to the respondent on 21-7-1982. In reply to this, under Ex. A8 dated 11-2-1982, the appellant stated that it is impossible to comply with the request for surrender. In reply to this, under Ex. A8 dated 11-2-1982, the appellant stated that it is impossible to comply with the request for surrender. Therefore it was requested to comply with the request of the appellant, namely, to extend the lease by another ten years from 21-7-1982 or in the alternative to sell the property at a resonable price to be mutually agreed between the parties. Neither of these requests was acceded to. It was under these circumstances, O.S. No. 67 of 1982 was filed for specific performance of the lease and also for an injunction while O.S. No. 91 of 1982 was filed by the respondent for recovery of possession and mesne profits. It is in this background, we will now take up the first point. 34. Point No. I. — Before we advert to the renewal clause, we will refer to the correspondence that passed between the parties in relation to the renewal. Ex. A2 is a letter written by the lessee (the appellant) dated 30th May, 1967 with regard to the cardamom areas in Urulikkal. It is stated therein as follows: “With regard to the cardamon areas in Urilikkal, as ypu say that you cannot agree that the lessee should be compensated by the lessor for the permanent structure that may be constructed by the lessee and that you cannot agree that the lessee should be given an option to renew the lease for another 10 years, we suggest to insert a clause in the lease deed of Urilikkal cardamom areas, that on the expiry of the proposed lease of 15 years. If the lessor does not intend to use this area for growing tea, coffee or any other agricultural produce the lessee should be given an option to renew the lease and the rent and the duration of the 2nd lease are to be fixed at the time of such renewal. We hope you will not have any objection to incorporate this clame in the lease deed. This we have written in answer to vour comments for additional clauses in your above cited letter.” Ex. A4 is yet another letter dated 14th June, 1967. It is thereafter that the clause for renewal came to be incorporated which is to the following effect; “4.(viii). This we have written in answer to vour comments for additional clauses in your above cited letter.” Ex. A4 is yet another letter dated 14th June, 1967. It is thereafter that the clause for renewal came to be incorporated which is to the following effect; “4.(viii). On the expiry of the Lease after the said period of fifteen years, this lease may, if the Lessor does not intend to use the land for any purpose, be renewed for such further period and upon such revised rent and other terms and conditions as may be mutually agreed upon them between the Lessor and the Lessee.” A careful reading of this clause reveals the following: After the expiry of the lease by efflux of time, (i) the lease may, (ii) if the Lessor does not intend to use the land for any purpose, (iii) be renewed for such further period, (iv) upon such revised rent and, (v) other terms and conditions, (vi) as may be mutually agreed upon between the Lessor and the Lessee. It is the contention of Mr. M.R. Narayanaswamy that generally in all cases of lease a right of renewal is available on the same terms and conditions as in the original lease, except of course, that when the court grants a renewal there cannot be a further renewal. According to him, the judicial decisions are uniform in treating this right to obtain a renewal as an entitlement. The first of the cases cited is the decision in Sudhir v. B.K. Thapar 1. In that case the renewal clause is to the following effect: “That at the time of expiry of the period of three years the promisors with the consent and consultation of promisee shall be entitled to take the cinema on contract for farther two years on the above conditions provided that there has been no breach of any condition laid down in the agreement.” In construing the scope of the clause [it was held: “Mr. Tarkunde next contended that the renewal clause referred to earlier is a meaningless term as the lessees are entitled to a renewal only if the lessors consented, He urged that there can be a renewal only if both the lessors and the lessees agreed, but in that event there is no need to have a term providing for renewal. We are unable to read the renewal clause as Mr. We are unable to read the renewal clause as Mr. Tarkunde wants us to do. No term in a contract should be considered as superfluous if it can be given some reasonable meaning. The clause in question definitely says that lessees are entitled for a renewal. The right of the lessors to give consent must be read in the context of the ‘lessees’ entitlement to get a renewal of the lease. If so read, it is clear that the lessors can withhold their consent either because of the lessees failure to observe one or other of the material terms of the lease or on some other reasonable ground, The lessors cannot withhold their consent capriciously or unreasonably. A covenant against assigning and letting, charging or parting with possession of the demised property or any part thereof without licence or consent of the landlord is deemed to be subject to a proviso to the effect that such licence or consent is not to be unreasonably withheld. That is the position both under the English law as well as under the Ind:an Jaw, About that there is no dispute. If in the matter of introducing a stranger to the demised property the law insists that the lessors should not unreasonably withhold his consent; it follows as a matter of reason and logic that the lessor cannot unreasonably withhold his consent, when the lessee exercises his option to renew the lease on the strength of one of the terms in the lease deed.” Mr. Narayanaswamy relying upon this ruling states that if no term is considered as superfluous, certainly Cl. 4(viii) which confers a valuable right of renewal cannot be so considered. This ruling is also an authority to the effect that capriciously or unreasonably, the lessor cannot withhold his consent. We are of the view that this case is not helpful in deciding the point in issue having regard to the difference in language between the renewal clause in that case and the renewal clause in this case. There the renewal clause stated “shall be entitled to take the cinema on contract for 2 years”. AH that was required was that entitlement be obtained on the consent of the landlord. But the position here is entirely different. 35. There the renewal clause stated “shall be entitled to take the cinema on contract for 2 years”. AH that was required was that entitlement be obtained on the consent of the landlord. But the position here is entirely different. 35. In Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 1, the relevant clause reads as follows:— “If the lessee shall have expressed a desire to renew the lease and shall have duly observed and performed all the terms and conditions hereof, the lessor shall, unless the said lands are required for the purposes of the Port of Tuticoria grant to the lessee a new lease of the said lands by way of renewal for a further period of twenty five years to commence from the date of expiry hereof. If the lease is not renewed as aforesaid the lessee shall be entitled to remove all the machinery, plant, installations, works or other structures, erected by the lessee on the said lands, within six months from the date of expiration of the lease without in any way damaging or injuring the said lands and without claiming any compensation.” In interpreting the clause, the Division Bench held:— “The Port Trust, which is a public body, has to place before the Court, such impressive material in support of its case that the demised lands are required for its purposes. But, on the other hand, the sudden volte face in 1969, cannot by itself be taken so as to cut at the root of the rights which; have already become vested in the lessee. The application for renewal of the lease in accordance with Crl 7 b) was made in May, 1968. There was no categorical reply to it and not even a suggestion that the r enewal was not possible, because of the prospective intention of the Port to resume the lands. What prompted the Board to change its mind as between 1966 and 1969 is not known But, one thing appears to be reasonably clear that the bare uncorroborated statement that the lands were required for constructing godowns and staff quarters and for loading and unloading purposes appears to be an after thought, and this was only weaved out for purposes of stemming the usual progress of the channel of rights, which, by then, became vested in the plaintiff in the matter of renewal of the lease. It is not possible to agree that by seeking to resume the lands by issuing a notice (Ex B-24), there has been a complete snapping up of the rights to which the plaintiff was entitled. No doubt, S. 29 of the Indian Contract Act makes all agreements to the meaning of which is not certain or capable of being made certain void. The well-known maxim, which affords a key for the understanding of the text of S. 29 of the Indian Contract Act is cerium est quod certum reddi potest. This means that that is sufficiently certain which can be made certain. Therefore, the expression “capable of being made certain” In S. 29 of the Indian Contract Act is elastic As long as a working rule appears or is implied in an agreement or contract, which would make it certain, then such agreements or contracts should not be avoided. In the instant case, it is not difficult to appreciate that Cl. 7(b) is not uncertain, as it is hesitantly claimed to be. That the demised lands have to be regranted by way of a renewed new lease for a further period of 25 years to commence from the date of expiry of the lease is so clear. The intention of the parties was that such a new lease of the lands by way of renewal was to be granted after the expiry of the term. But, what is urged is that there is no term fixing the consideration for such rene wal, and it is in this sense that the contract is void for uncertainty. The fixation of rout, ‘If not specifically agreed between the parties, is not a Clause which is incapable of being made certain Secretary of State for India in Council v. Valkari Brothers 2 .” (Per Coutts Trotter, CJ.) Cl. 7(b) makes a reference to a grant of the lease of the lands by way of renewal for a further period of 25 years. It does not recite the quantum of the rent or the mariner by which it has to be fixed. 7(b) makes a reference to a grant of the lease of the lands by way of renewal for a further period of 25 years. It does not recite the quantum of the rent or the mariner by which it has to be fixed. The law is settled now that when a lease has to be renewed and the lessees privilege under the parent lease to obtain a renewal in a suit for specific performance has becoma absolute, then the court in exercise of its equitable jurisdiction can rix a fair and equitable rent not with standing the fact that the parties did not expressly contract as to the quantum of rent-Khivraj Chordia v. Esso Standard Eastern Inc. 1 Held: The fair and equitable rent payable by the respondent to the appellant could be fixed at Rs 7,884 per annum, which rent in payable by the lessee and from 8th July, 1968 and this shall be the rent for the remaining period of the lease.” Here again what requires to be noted is that the lessor was bound to renew for a further period of 25 years unless the lands were required for the purpose of Port of Tuticorin. We do not find any such obligation in this case. In Secretary of State for India v. M/s. Volkart Brothers 2, the renewal clause as under:— “And also we, the said Mr Francis Schuler his heirs, administrators or assignee fulfilling the covenant and agreements contained in the said indenture and on his part to be performed and yielding at the end and expiration of the aforesaid term of 99 years unto the said United Company, their successors or assigns the full and just sum of 100 pagodas current money of Fort St. George then the said lease should and might be renewed for a further term of 99 years upon such terms and conditions as should be judged reasonable.” As to the meaning of this clause, at page 447, Venkatasubba Rao, J., states as follows: At page 449 it is observed as follows: “Now I pass on to the second question, is the agreement renewal too vague and uncertain to be enforced? On behalf of the Government it is urged that an agreement, to grant a renewal ‘-on such terms and conditions as shall be judged reasonable” is void for uncertainty. On behalf of the Government it is urged that an agreement, to grant a renewal ‘-on such terms and conditions as shall be judged reasonable” is void for uncertainty. There is also no uncertainty in respect of the subject-matter of the contract. . Nor is there any uncertainty in regard to the parties to it. Then the question arises, is therefore any uncertainty in regard to the rent or in regard to the other terms? As is pointed out in Fry on specific performance, the completeness of a contract must be considered in these four aspects. (See 6th Edition, page 157) A contract to sell at a fair price or at a fair valuation has been repeatedly held to be capable of being specifically enforced and the test that is laid down may be thus stated: Is the way of determining the price an essential or a non-essential term? If it is essential and the mode of ascertainment has failed, the court will not enforce specific performance. If it is non-essential or merely subsidiary and the mode of ascertainment has failed, tns court will have recourse to some other means of determining the fair price of giving effect to the contract between the parties. In :his second case, that is where the way of determining the price is nonessential, the Court will treat tbe contract as one to sell at a fair price. This distinction was clearly brought out in Milnes v. Gery 3. In that case there was a contract for sale of land at a price to be fixed by one valuer appointed on each side or their umpire. The valuers could not agree. The contract was held to be incomplete and Grant, MR., refused to supply the defect by appointing other persons as valuers, on the ground that to do so would be to execute a contract different from that of the parties. It was observed that if it was merely a contract to sell at a fair price that was a matter which the Court could ascertain. The case of Gourlay v. The Duke of Somerset 4 illustrates the second part of the rule. It was observed that if it was merely a contract to sell at a fair price that was a matter which the Court could ascertain. The case of Gourlay v. The Duke of Somerset 4 illustrates the second part of the rule. In that case there was a contract to grant a lease to contain such conditions as A B should think reasonable and proper and the Court held the interventions of A B not to be of the essence of the contract and referred the case to the Master to settle the lease.” At page 449 it is observed as follows:— “Then in respect of the other terms, it seems to me that we must have regard (in the language of the passage above referred to) to the circumstances under which, and with regard to which, the contract was entered into. The lease deed contains the terms of the original lease and the meaning of the parties, I take to be, in, that they considered those terms to be reasonable subject to such alternations as might be rendered necessary by the changed conditions obtaining at the time of renewal. The lease deed contains the usual covenants, those relating to payment of rent, maintainicg and preserving the premises, assigning the lease wholly or in part reentry and quiet possession. In the view of the parties these were proper terms. The question is’ at the present day and in the circumstances now obtaining, do these terms require any modification and if so in what respects? If the parties cannot agree, there is nothing to prevent the court from setting the lease on such terms as are reasonable. As a matter of fact, it has not been shown by reference to any specific term, that the court will meet with any difficulty in deciding what shall be reasonable.” On a difference of opinion between the two learned Judges, ultimately the matter came up before the learned Chief Justice who held at page 459 as follows:— “On a second point raised by the learned Judges” is the covenant to renew in Ex 1A unenforceable on account of uncertainty? I really have had no doubt since this case started. I really have had no doubt since this case started. The Engiish authorities are clear that if all that is left at large is something readily determinable on the materials afforded by the contract, then the court is not preeluded from interfering because something is left open. The cases are cited by my brother Venkata-subba Rao in his judgment and I need not go over the same ground . I content myself saying that a case of renewal is very different from a case of a fresh contract and I am of opinion that the necessary certainty is obtained when you have regard to that fact, and that obviously no covenant would be held reasonable in this case which was in conflict with the provisions of the original lease; otherwise the covenant would not be a covenant of renewal and the lease would be reduced to waste paper. In my opinion the only subject-matter really affected by the clause in this case can be the rent, and, as the learned District Judge pointed out in his very careful judgment, it is natural enough that people who are providing for a renewed lease after the lapse of a century should leave open things which are liable to be affected by the state of the market. One can hardly think of a clearer case than that of rent. (Emphasis supplied) why the clause is worded “Upon such terms and conditions as shall be judged reasonable” is no doubt because they thought it might not be reasonable to fix a rent after the lapse of the first century for the whole of the next century, and it may be that it would be reasonable to insert a provision that the rent should be on a sliding scale and should be adjusted at 10 or 15 years interval. However in my opinion the covenant is clearly not too vague to be enforced.” One thing is clear and that is that the point in dispute was as to rent. That is discernible from the judgment of the learned Chief Justice above extracted. Here again, we cannot fail to observe a specific entitlement being provided for. However in my opinion the covenant is clearly not too vague to be enforced.” One thing is clear and that is that the point in dispute was as to rent. That is discernible from the judgment of the learned Chief Justice above extracted. Here again, we cannot fail to observe a specific entitlement being provided for. This ruling was reversed by the Privy Council as seen from The Secretary of State for India v. Volkart Brothers 1 on the ground that the covenant to renew was one to renew the lease as a whole including the subject-matter of the demise, which is the parcel as set out in the lease. There is no contract to renew the lease for a part of the premises. Unfortunately, this reversal was not brought to the notice of. Their Lordships of the Supreme Court when they decided the case in D.T. Mangalmurti v. State of Bombay 2 . In that case the relevant clause in relation to renewal as seen from page 640 read as follows: “III-And the lessor does further covenant that he will at the end of the term of 30 years hereby granted and so on from time to time thereafter at the end of each successive further term of years as shall be granted at the request of the lessee execute to him a renewed lease of the land hereby demised for the terms of 30 years: Provided that the rent of the land hereby demised shall be subject to such fair and equitable enhancement as the lessor shall determine on the grant of every renewal; Provided also that every such renewed lease of the land shall contain such of the covenants, provisions and conditions in these presents contained as shall be applicable and shall always contain a covenant for further renewal of the lease.” In paragraph 9 it was held as follows: “The learned Judges of the High Court unanimously expressed the view that the lease was not void for uncertainty, and in that view we concur, There is authority in support of the view that a covenant to settle land at a proper rate, or, upon such terms and conditions as should be judged reasonable, is not void for uncertaintyl see New Everbhoom Coal Co. Ltd v. Solaram Mahata 3, and Secretary of State for India in Council v. Volkart Bros. Ltd v. Solaram Mahata 3, and Secretary of State for India in Council v. Volkart Bros. 1 As regards the interpretation placed on this clause it was observed in page 644 as follows:— “Indeed, we agree that if the contract in the present case was that whatever the lessor determined as the enhanced rent would be binding on the parties, then the court has no power to interfere with that contract unless it is vitiated by fraud, undue influence, mistake, etc, If, however, the proper construction of Cl. 111 of the Contract is what we have held it to be, than the contract itself provides that the enhanced rent though determined by the lessor in the first instance, must be fair and equitable. In such a construction the determination of the enhancement by the lessor would not be final and it would be open to the court to determine what is fair and equitable enhancement.” Thus it will be seen that the question that came up for consideration in this case was what would be fair and equitable enhancement of rent. The decision in Khivraj Chordia v. ESSO Standard Eastern Ind. 1 was referred to in Trustees, Port of Tuticorin Salt and Chemicals Ltd. 2 In this case Khivraj Chordia v. ESSO Standard Eastern Inc. 1 , the relevant clause in relation to renewal is as under: “That the landlord will on the written request of the tenant made 2 Calendar months before the expiry of the term hereby created and if there shall not at the time of such request be any existing breach or non-observance of any of the covenants on the part of the tenant herein before contained grant to it a lease of the demised premises for the further term often years from the expiration of the said term containing like covenants and provisos as are hereto contained and at a rent to be mutually agreed between the parties heteto due regard being paid to rems thus prevailing in the same locality.” (Emphasis supplied) Here again an obligation was cast on the landlord to renew for a further period of ten years provided, of course, he made a written request two calender months before the expiry of the lease. The only subject-matter relit open was the rent to be mutually agreed between the parties. The only subject-matter relit open was the rent to be mutually agreed between the parties. The Division Bench referred to K.V. Rajan v. O.S. Gopals 3 and Hirbarini Sabha v. Jabalpur Corporation 4 . After referring to the other rulings to which we have just now made a reference as well, it was observed: “In Kovchu Kalappa Devara v. Kumar Krishna Mitter and another 5 , a Division Bench of our Court, with reference to S. 29 of the Contract Act, interpreted the provision in an agreement “to pay a certain sum after deductions as would be agreed upon”. The learned Judges held that the expression “after deductions as would be agreed upon” rendered the document vague and that the claim was unenforceable because of S. 29 of the Contract Act. That Was a case where the agreement did not provide for the working method by which the deductions could be agreed upon. The word “deductions” was left so vague as it could ever be ft was in those circumstances, King, J., speaking for the Bench, said that the court was not called upon to decide between conflicting claims put in by both sides as to the meaning of a document, since it was so vaguely expressed. In Hitkabarini Sabha v. Jabalpurcorporation 4 , the clause which came up for consideration was in these terms. In that case the lease deed contained a covenant of renewal entitled the lessee for it, on such terms and conditions as may be agreed”. The learned Judges interpreting the said clause held that the clause was uncertain and vague and cannot be the basis of a valid contract for renewal of the lease. In that very decision, the learned Judges expressed this as follows; — “Normally in a covenant for renewal there is an express agreement that the lease would be continued on the same terms and conditions subject to a reservation that the rent may be enhanced under certain circumstances.” Having referred to such a normal situation, the learned Judges observed that as all the terms and conditions under which the rent has to be fixed have been left to the agreement of parties which may not take place at all they held that the clause for renewal was unenforceable because of its uncertainty. Here again we find that there was no measure by which the parties intended to work out their respective rights and obligations but left it to be arrived at on a future agreement which might or might not take place That is not the case in the appeals under consideration. The decisions cited by the learned counsel for the appellants obviously make a marked distinction between the line of cases where the parties fixed the measure by which they could agree to a particular thing being done and which would be the sine qua non for the renewel of a lease and the other cases where no such guideliness Or hypothesis were fixed but such an agreement as to rent, etc.. for the extended period was left uncertain, besides being vague. Only in the former cases and not in the latter it appears to us that S. 29, would be applicable. We have already made it clear that it would be the duty of courts to interpret liberally written instruments with reference to the intention of parties and far from avoiding an instrument, should attempt to find the further intention of the parties by adopting the instrument and thus doing substantial justice between the parties.” Therefore the Division Bench itself has noted the two categories of cases. After so bringing out the distinction, it proceeded to fix the rent for which there could not be a mutual agreement, Then again, there was a criterion to be taken into account by the Court in such fixation of rent in that regard being had to the rents then prevailing in the same locality. In H. V. Rajan v. C.N. Gopal 1, the following observation is found in para 6 at page 32. “This takes us to the renewal clause, i.e., Cl. 3 of Ex. At, The second defendant claims that the lease in his favour stood duly renewed on 1-3-1947 for a further period of 5 years as per the renewal clause. The said clause reads: “After the expiry of the period of 5 years fixed under this lease the lessees shall have the option of 5 years but subject only to such terms and conditions as may be mutually agreed upon.” The parties are at controversy as regards the true meaning of this clause. The said clause reads: “After the expiry of the period of 5 years fixed under this lease the lessees shall have the option of 5 years but subject only to such terms and conditions as may be mutually agreed upon.” The parties are at controversy as regards the true meaning of this clause. According to the plaintiff, the clause means that the lessor and the lessee may choose to renew the lease if they are able to agree on the terms. In other words he contends that it was merely an agreement to negotiats for a fresh lease. Ordinarily the renewal clause in a lesse deed is an important term of the agreement. Courts will be reluctant to ignore that clause on the ground that it is vague, unless on a reasonable construction no meaning can be attached to it. We think that the parties to Ex. 4, did attach some meaning to that clause. What then is its import? One way of reading this clause is, that the parties had agreed to renew the lease for a further period of five years in accordance with the original terms, unless otherwise modified by actual agreement. The relevant portion of the clause says: “the lessee shall have the option of five years but subject only to such terms and conditions as may be mutually agreed upon.” An agree ment to renew the lease without more (Emphasis supplied) must be deemed to be an agreement to renew as per the original terms. This appears to us to be a reasonable interpretation to be placed on Cl. 14 of Ex.L. Even if we agree with the plaintiffs contention that the renewal provided is dependent on the agreement between the parties on other terms, on the basis of decided cases, we have no hesitation in reading that clause as providing for an agreement between the parties on terms reasonable. If the parties are at variance as to those terms then the Courts will step in See Robinson v. Thames Mead Park Estate Ltd. 2 and Poldy v. Classique Coaches Ltd. 3, Killas ana Co. v. Arcos Ltd. Jardine 4 , Sinner and Co. v. Rani Auret Sandari Debt 5 , prodyo Commar Tagore v. Mayruddia Mia 6 Authorities on this point can be multiplied. But we had no necessity for it.” 36. In the case on hand, the position is entirely different. v. Arcos Ltd. Jardine 4 , Sinner and Co. v. Rani Auret Sandari Debt 5 , prodyo Commar Tagore v. Mayruddia Mia 6 Authorities on this point can be multiplied. But we had no necessity for it.” 36. In the case on hand, the position is entirely different. Now we will go the decision in Hitkarni Sabha v. Jabalpur Corporation 7 . That was a case in which the question arose for f?ing the compensation under the Land Acquisition Act for the leasehold interest of the lessee whether he had a right of renewal. The relevant clause is as under: “The lease shall on expiry of the period of this lesse, be entitled to have the same renewed on such terms and conditions as may be agreed upon between the parties “ In interpreting this clause it has been observed as follows:— “The lesse deed in this case was executed on 31-8-1940 and was for a peried of thirty years. It was therefore to remain in force for 15 years more after the date of acquisition. There is a renewal clause which has been already quoted above. The lessee is entitled for renewal “on such terms and conditions as may be agreed to between the parties.” It appears to us that the clause is uncertain and vague and does not form a valid contract for renewal of the lease. Normally in a covenant for renewal there is an express agreement that the lease would be continued on the same terms and conditions subject to a reservation that the rent may be enhanced Under certain circumstances. In the instant case, all the terms and condi tions have been left to the agreement of parties which may not take place at all. Although a renewal is contemplated, no terms on which it can be granted have been fixed between the parties. Under S. 29 of the Indian Contract Act such a contract cannot be enforced. It has been held in Ramasamy v. Rajagapala 8 , that a lease whereby a tenant agreed to pay whatever rent the landlord might fix Was void for uncertainty. It is true that if the lease deed contains a covenant of renewal without anything more, the presumption is that the lease would be renewed on the same terms and conditions and for the same period as the original lease. (See Secy. It is true that if the lease deed contains a covenant of renewal without anything more, the presumption is that the lease would be renewed on the same terms and conditions and for the same period as the original lease. (See Secy. of State v. A.N. Poruk 1 and Rhsul Gazi v. Abdul Jalil Khan 2 However, this is not the position in the instant case. By express recital the matter has been left to the agreement of the parties which makes the clause void for uncertainty. Reliance was placed by R.S. Dabir on D.T. Mangalmurthi v. Stale of Bombay 3, and it was contended that where the fixation of rent was left to the lesser, the Court could determine the proper amount of rent on which the renewal should be granted. The condition contained is the lease deed in that case was that the renewal would be “subject” to such fair and equitable enhancement as the lesser shall determine.” It was held that although the matter was left to the determination of the lesser, the amount had to be “fair and equitable” in fact, and the matter thus became justiciable in Court. That decision does not help the Sabha in the present case, as the language of the covenant for renewal is quite different. In this view it must be held that the lease was to continue for another 15 years only.” Mr. V. P. Raman, learned counsel for the respondent, states that this ruling was merely distinguished and not disapproved by the Division Bench of this Court in Khivraj Chordia v. ESSO Standard Eastern Inc 4 . We consider that irrespective of the fact whether that ruling was distinguished or disapproved. What is required to be noted in all the cases is where the renewal was conferred as of right on the lessee, subject, of course to such conditions and terms as may be agreed upon, it will be open to the lessee to contend that he has an entitlement or a right. Of course, if there is a right of renewal but the terms and conditions are not set out, the renewal will be on the same terms as the old lease. It has been laid down in Annapurnav. Of course, if there is a right of renewal but the terms and conditions are not set out, the renewal will be on the same terms as the old lease. It has been laid down in Annapurnav. T. Dutt 5, as follows:— “When there is a covenant for renewal in a lease and the option did not state the terms of the renewal, the new lease, if created, would before the same period and on the same terms as the original lease in respect of all the essential conditions thereof except as to the covcnant for renewal itself.” To the same effect are the other rulings reported in Secretary of State for India v. A.H. Forbes 6 , and Lanimia v. Muhammad Easinmia 7 . In other words, if there was a right or entitlement to renewal of the original lease, the further renewal will be as per those terms. But, we are of the view that there is no entitlement conferred under the above clause. It is an option available to the lessee. Under such circumstances, on this aspect, we will now refer to Hill and Redmans Law of Landlord and Tenant — page 169 where it is stated as follows: “If the option does not state the terms of renewal, the new lease will be for the same period and on the same terms as the original lease, so far as these terms arise out of the relationship of landlord and tenant.” In Woodfall — Landlord and Tenant — Twenty-eighth Edition — Volume I at page 930 it is stated as follows: “Entitlement to renewal — a lease may contain on the one hand a covenant by the lessor to grant a renewal of the lease upon certain conditions being fulfilled or on the other may confer on the lessee an option enabling him to call for a renewal of his lease.” At page 931 it is stated as under: “Option for renewal are frequently subject to conditions. Where a lease contained a clause giving the lessee a right of renewal oh condition inter alia, that “the lessee shall still be the lessee of the demised premises” and the lease defined ‘lessee’ to include the original lessee and his executors, administrators and assigns the Supreme Court of New Zealand held that the word lessee” in the renewal clause must be tread restrictively. Taita Hotel v. Spelman 8. Taita Hotel v. Spelman 8. If the option or covenant does not expressly state the rent payable under the new lease, the words with the option of renewal are apt to entitle the lessee to a new lease on all the terms of the old, save the provision for renewal. Lewis v. Stephenson 9, Rothewell v. Wakeling 10. 37. In Halsburys Law of England-Fourth Edition in paragraph 113 at pages 90 and 91 it is stated as follows; “ Option for future lease: A Lease which creates a tenancy for a term of years may confer on the tenant an option to take a lease for a further time. Such an option constitutes an offer which the landlord is contractually precluded from withdrawing so long as the option remains exercisable, and it may be possible to exercise the option by conduct. The option may be so phrased that the tenant is entitled to a fresh lease containing all the terms including the option to renew, contained in his original lease, is which case the lea se is perpetually renewable.” 38. So exercised, in this case we do not find that the lesser has bound himself by a covenant to grant renewal. It is an option as is evident in that the language used in Cl. 4(viii) is “this lesse may” and not “the lessor or the lessee may”. Of course, consistent with the option to be exercised the word ‘may’ is used. But we see no warrant for construing the word ‘may’ as “shall”. In Websters Dictionary it is stated as follows: “May: Where the sense, purpose, or policy of a statute requires it, May as used in the statute will be construed as must or shall: otherwise may has its ordinary permissive and discretionary force.” Therefore, having regard to its permissive and discretionary force, it cannot but mean an option. However, we are unable to subscribe to the view of the learned Subordinate Judge, when he says: “I am of opinion that under Cl.4 (viii) option is given only to the lessor and not to the lessee to extend the lease period. No right of renewal is conferred on any account to the lessee. Only upon the requirement of the lessor lessee can renew the lease. The plain meaning of the clause in question must have been introduced only for the benefit of the lessor. No right of renewal is conferred on any account to the lessee. Only upon the requirement of the lessor lessee can renew the lease. The plain meaning of the clause in question must have been introduced only for the benefit of the lessor. Since the lessee is getting huge profits as seen from Ex. A-1 and 18 they want to take shelter under Cl. 4(viii) of Ex A-1 but under that clause the lessor is the deciding party for renewal.” Certainly it is not an option merely intended for the lessor. Both the lessor and the lessee can exercise the option. 39. We have already seen the proceding correspondence before Ex. A1 contract was entered into. In Woodroffe and Amir Alis Law of Evidence —Volume 3, 14th Edition at page 1959 it is stated under the topic “preliminary negotiations” as follows: “In a case in the Privy Council, where a mortgagor had contended that the real intention of the parties should be ascertained from associations and conversation alleged to have taken place before the mortgage was executed, it was held that the construction of the Kabuliyat could not be contradicted or varied by extrinsic evidence to this effect or by evidence of the preliminary negotiations which let to the contract. When the contract is written and its meaning expressed in clear language, prior conduct or negotiations cannot be used to add to its meaning. When a compromise is arrived at by means of correspondence, the final document executed is the result of negotiations which preceded it, and the whole must be considered to determine what the compromise is in such a case, there is no question of varying the terms of a document, but only of determining the circumstances under which it came into existence. The Section has nothing to do with the offers made. It fully allows the offers to be varied at the time of acceptance and of being turned into regular contracts. The Section has nothing to do with the offers made. It fully allows the offers to be varied at the time of acceptance and of being turned into regular contracts. Where there is a covenant for renewal, if the option does not state the terms of the renewal, the new lease would be for the same period and on the same terms as the original lease in respect of all the essential conditions thereof except as to the covenant for renewal itself where the lease is defective inasmuch as it does not give any sufficient description of the property leased which would enable one to identify it, the parties have to fall back on extraneous evidence The courts can take into consideration correspondence which passed between the parties prior to the lease.” Whatever might have been the correspondence that passed between the parties, if ultimately that was not what was agreed to between the lessor and the lessee, we are unable to see how Ex. A-2, A-3 and A-4 could be looked into for the purpose of ascertaining the intention. As a matter of fact, what do these exhibits show. The lessee under Ex. A-2 proposed if the lessor does not intend to use the area for growing tea, coffee or any other agricultural produce, the lessee should be given an option to renew the lease. The lessor in reply under Ex. A-3 states that it will have no objection to confer the lessee with an option to renew the lease on an annual basis. Then ultimately it was left open to be negoitiated at the time of renewal as seen from Ex. A-4. Therefore, nothing very material turns upon this correspondence because the parties were at variance as to the scope of the renewal and then it came to be so incorporated One case which we will usefully refer to is Bomanji Ardeshir v. Secretary of State for India 1 . The Privy Council observed as follows:— “Nothing is better settled than that when parties have entered into a formal contract that contract must be construed according to its own terms and not be explained or interpreted by the antecedent communings which led up to it. This is especially true of a coveyance. The Privy Council observed as follows:— “Nothing is better settled than that when parties have entered into a formal contract that contract must be construed according to its own terms and not be explained or interpreted by the antecedent communings which led up to it. This is especially true of a coveyance. There even, if there has been a formal antecedent contract, that contract cannot be looked at to control the terms of the conveyance; much less can mere communings which could only show that parties meant to do but cannot show what they d id. It would be otiose to set forth at ength the authorities, but reference may be made to Shore v. Wilson2, dictum by Baron Parke Smith v. Deodem Jersey 3 , Prison Commissioners v. Clerk of the Peace for Middisex 4 . Per Sir. G. Jessel, and Lee v. Alexander 5, where, although the case is a Scotch case where the law is the same, Lord Selborne states the proposition as a general case.” It is also clear that at no point of time till O.S. No. 67 of 1962 came to be filed the lessee was thinking in terms of a right. The lease granted for 15 years under Ex. A-1 by efflux of time came to an end on 20th July,, 1982. Even 2 years before that, under Ex. B-4, the lessor wrote Ex. A-5 calling upon the lessee to surrender the demised land of an extent of 235.95 acres on 21-7-1982. It was stated therein specifically “we intend to use the land for our purpose”. In Ex. B-14 dated 23rd March, 1981 w hich is a reply to this letter, the lessee (the appellant) writes stating that before they could formulate and communicate the grounds on which they repudiate the claim for surrender they call upon the respondent to explain on what basis the claim for surrender was made in view of Cl. 3 (iv) namely, preemptive action. Then comes Ex A-7 same as Ex. B-5 dated 6-5-1981 wherein the respondent stated that they had legally acquired all the estate, assets and liabilities of the Anglo American Direct Tea Tradin g Company Limited. The same has been recognised, accepted and acquiesced in by the appelant and therefore the surrender has to be made on 21-7-1987. To this under Ex. B-5 dated 6-5-1981 wherein the respondent stated that they had legally acquired all the estate, assets and liabilities of the Anglo American Direct Tea Tradin g Company Limited. The same has been recognised, accepted and acquiesced in by the appelant and therefore the surrender has to be made on 21-7-1987. To this under Ex. A-8 the lessee replies stating as follows:— “In the circumstances we are unable to comply with your request to surrender the property. We request you to comply with our request made namely to extend the lease by another ten years from 21-7-1932 or in the alternative sell the property to us at a reasonable price to be mutually agreed between us and you. These requests are made without prejudice to our rights as contained in the lease deed mentioned above,” Even in this letter far from asserting an entitlement to renew, a mere request is made. We are by no means to be understood that we are holding as though the appellant is either estopped from claiming a renewal or had acquiesced in that it had no right of renewal. If in law it has a right, merely because at a time when it was asserting its pre-emptive rights, its right to renewal is not taken away provided, of course, it had a right. Therefore, we are unable to accept the arguments of Mr. Raman that the right is taken away on its failure to exercise the so-called right of being content with the mere request. 40. In the background of the case law so far we have seen it clearly emerges that there is a material difference in the language used in the renewal clauses as opposed to Cl. 4(viii) in this case. Further, apart from the entitlement for renewal even as 1o the term of renewal there is no controversy. The only area of controversy was rent. Therefore, the courts endeavour to uphold the contract. 41. Now we proceed to analyse, in the light of case law, whether this clause is void for uncertainty. In Seammell v. Ouston 6 it was held thus: “The respondents entered into negotiations with the appellants to acquire from the latter a motor lorry, giving an old lorry in part exchange thersfor. Therefore, the courts endeavour to uphold the contract. 41. Now we proceed to analyse, in the light of case law, whether this clause is void for uncertainty. In Seammell v. Ouston 6 it was held thus: “The respondents entered into negotiations with the appellants to acquire from the latter a motor lorry, giving an old lorry in part exchange thersfor. The parties were agreed as to the new lorry to be supplied, its price and the rebate in respeet of the old lorry, and, further, they were agreed that the balance of the purchase price was to be had on hire purchase agreement, however, were not settled. The appellants subsequently repudiated the transaction, on the ground that there never was any concluded agreement at all between the parties, because the terms of the proposed hire-purchase agreement had not been settled.” In elaborating this point it is held as follows: “In my opinion, however, the correct view is that put forward by counsel for the appellants-namely, that there never was a concluded contract between the parties. It is true that, when the appellants broke off the affairs, they gave reasons for doing so which they could not justify, but, when they were sued for breach of contract, they were entitled to resist the claim on any good ground was available, regardless of reasons which they had previously given. As Lord Sumner pointed out in British and Benningstons v. North Western Cachar Tea Co., etc. 1, if a party repudiates a contract giving no reasons at all, all the reasons and all defence in the action, partial or complete, would be open to him. Equally would this be so, I tthink, if he gave reasons which he could not substantiate. If there never was a contract, they could not be made liable for breach of contract. There are, in my opinion, two grounds on which the court ought to hold that there never was a contract. The first is that the language used was so obscure and so incapable of any definite or precise meaning that the court is unable to attribute to the parties any particular contractual intention. There are, in my opinion, two grounds on which the court ought to hold that there never was a contract. The first is that the language used was so obscure and so incapable of any definite or precise meaning that the court is unable to attribute to the parties any particular contractual intention. The object of the court is to do justice between the parties, and the court will do its best, if satisfied that there was an ascertainable and determinate intention to contract, to give effect to that intention, looking at substance, and not mere form. It will not be deterred by mere difficulties of interpretation. Difficulty is not synonymous with ambiguity, so long as any definite meaning can be extracted. The test of intention, however, is to be found in the words used. If these words, considered however broadly and technically and with due regard to all the just implications, fail to evince any definite meaning on which the court can safely act, the court has no choice but to say that there is no contract. Such a position is not often found, but I think that it is found in this case. My reason for so thinking is not only based on the actual vagueness and unintelligibility of the words used, but is confirmed by the startling diversity of explanations, tendered by those who think there was a bargain, of what the bargain was. I do not think it would be right to hold the appellants to any particular version. It was ail left too vague. There are many cases in the books of what are called illusory contracts, that is, where the parties may have thought they were making a contract, but failed to arrive at a definite bargain. It is a necessary requirement that an agreement in order to be binding, must be sufficiently definite to enable the court to give it a practical meaning. Its terms must be so, definite, or capable of being made definite without further agreement of the parties, that the promises and performances to be rendered by each party are reasonably certain. It is a necessary requirement that an agreement in order to be binding, must be sufficiently definite to enable the court to give it a practical meaning. Its terms must be so, definite, or capable of being made definite without further agreement of the parties, that the promises and performances to be rendered by each party are reasonably certain. In my opinion, that requirement was not satisfied in this case.” The court could not, indeed, make a contract for the parties, or go outside the words they had used, except in so far as there were appropriate implications of law, as, for instance, the implication of what was just and reasonable where the contractual intention was clear but the contract was silent in some detail which the court could thus fill in.”. However, it is, in my opinion, a very different matter to make an entire contract for the parties, as the court would be doing if the course suggested by Mackinnon, L.J., was adopted. In Sweet & Maxwell v. Universal News etc. 2, the relevant terms of the agreement read thus: “The said lease shall be renewable for a further period of seven years. . (The defendant company) shall give six months notice of its intention to exercise its right of renewal and at that time rent for the term shall be agreed and in the event of failure to agree the rent shall be determined by an arbitrator appointed by the President of the Royal Institute of. Chartered Surveyors. The lease shall contain such other covenants and conditions as shall be reasonably required by (the plaintiff company)”. Therefore that clause proceeded upon the entitlement. Chartered Surveyors. The lease shall contain such other covenants and conditions as shall be reasonably required by (the plaintiff company)”. Therefore that clause proceeded upon the entitlement. In Kings Motors v. Lax 3, the relevant clause read: “If the Tenants shall be desirous of continuing the term hereby created for a further term of seven years at the expiration of the term hereby created give to the Landlords a notice in writing of such their desire and shall pay the rent hereby reserved and perform the several stipulations here-in contained and on their part to be observed and performed upto the termination of the term hereby created then the landlords will let the premises to the tenants for a further term of seven years at such a rental as may be agreed upon between the parties hereto in writing prior to the expiration of the term hereby granted and subject to all other respects to the same stipulations as are herein contained except this clause for renewal.” In interpreting this clause, it has been observed: “It cannot, I think, be argued that any arbitration clause in aid of the plaintiffs in this case can be called into being. The argument for uncertainty is that as the rent was not agreed and was left to be agreed; unless the parties were — if you like to put it that way — to play the game together and agree, the contract is not enforceable and is void lor uncertainty. In substance it amounts to no more than a contract to enter into a contract which is always given as the classic example of an agreement which is unenforceable.” As in this case the rent was to be determined by agreement. What was expressly given to the tenant was the option in terms which I consider on the construction the court might have held amounted to a first refusal. On that ground the tenants position might have been saved to some extent by the legal effect to be given to the meaning of, “First refusal”, which is to be found in Manchester Ship Canal Co. v. Manchester Racecourse Co. 1 That course was not taken by the British Columbia Court of Appeal. They decided it on the principle that a term necessary was not agreed but remained to be agreed and the option was unenforceable. v. Manchester Racecourse Co. 1 That course was not taken by the British Columbia Court of Appeal. They decided it on the principle that a term necessary was not agreed but remained to be agreed and the option was unenforceable. My mind has fluctuated for I find it a matter of regret personally that the state of the Law is such that 1 am unable in this case to decide in favour of the plaintiffs. As the law stands it seems to me that the defendants, at any rate in this court, must succeed.” The law relating to a contract being vague on the ground of uncertainty can be gathered by reading of the decision in Brown v. Gould and others 2. Therein the head note reads: “(1) That the court was reluctant to hold void for uncertainty any provision that was intended to have legal effect, and it was accepted that the option was intended to have legal effect, and it was accepted that the option was intended to have business efficacy. (2) That where the option was expressed to be exercisable at a price to be determined according to some stated formula without any effective machinery being in terms provided for working out that formula, the court had jurisdiction to determine it. (3) That the option was valid and enforceable since the formula stated in the lease did not embody such uncertainty of concept as to make it void or unascertainable by anyone genuinely seeking to discover its meaning; that the rent was to be fixed by whatever method was adopted, in the process regard being had to the market value of the premises when the option was exercised and account being taken, for the benefit of the tenant, of any increased value of the premises attributable to any structural improvements.” This is the leading case on the subject. In this ruling almost all the decisions on the subject came up for discussion. One thing important to be noticed is the question as to fixation of the rent alone was the subject-matter of this decision. In this case it was held at page 58: “At least three types of option may be distinguished. In this ruling almost all the decisions on the subject came up for discussion. One thing important to be noticed is the question as to fixation of the rent alone was the subject-matter of this decision. In this case it was held at page 58: “At least three types of option may be distinguished. First, the option may be tor renewal simply “at a rent to be agreed”, in that cases no formula for quantifying tne rent is laid down, and prima facie the option will, as in Kings Moto Oxford Ltd., v. Lax 3 , be void as being a mere contract to make a contract, or a contract dependent upon the making of an agreement in Smith v. Morgan , so far only shortly reported in 1971-115 S.J. 288 and the Times, March 26, 1971 (1971)-I-W.L.R. 803. my brother Brightman held that a right of pre-emption in a conveyance “at a figure to be agreed upon” was not void for uncertainty, bu-imposed upon the person granting it an obligiattion to offer the land to the grantee at the price at which she was willing to sell it. On thist? would make two comments. First, it illustrales the attitude at the court in striving to avoid ho ds ing a provision void for uncertainty. Second, it-illustrates one of the differences between an option and a right of pre-emption. Under an option, only one step is normally needed to constitute a contract, namely, the exercise of the opinion. Under a right of pre-emption, two steps will usually be necessary, the making of the offer in accordance with the right of preemption, and the acceptance of that offer. The failure to provide either a price or a formula for ascertaining the price is accordingly far more serious in the case of an option than under a pre-emption; he who exercises such an option may well be virtually signing a blank cheque, whereas he who is entitled to a right of preemption can at least refrain from accepting the grantors offer if the price be too high. The second type of option is one that is ex” pressed to be exercisable at a price to be determined according to some stated formula, without any effective machinery being in terms provided for the working out of that formula. That is the present case. The second type of option is one that is ex” pressed to be exercisable at a price to be determined according to some stated formula, without any effective machinery being in terms provided for the working out of that formula. That is the present case. Thirdly, the option may be one which provides both a formula and the machinery, as, for example, arbitration. In this last case, it may be that the machinery can do something to cure defects in the formula. I do not have to decide that. What is before me is a formula that is assailed for its uncertainty, and the absence of any specified machinery that can do anything to cure that uncertainty. I shall consider the question of machinery first.” So examined in the light of the above cases, we do not think that in every case the court must endeavour to uphold the contract however vague or uncertain the terms of the contract may be. Undoubtedly, the object of the court is to do justice. However, if by a reasonable construction the court cannot come to the conclusion that there is certainty in the terms of the contract, the court cannot but say that there is no contract. This is the legal position we arrive at. Of course, where the terms appear to be certain on a reasonable construction, the anxiety of the court must be to effectuate the transaction. 42. We will now pass on to the Indian law on this aspect. S. 29 of the Contract Act reads thus. “Agreements, the meaning of which is not certain, or capable of being made certain, are void.” One of the earliest cases in Ramasami v. Rajagopala 1. There the stipulation was that the lessee was to pay whatever rent the landlord may fix. That was held to be void for uncertainty. Subbiah Pillai v. Secretary of State for India 2, is a case in relation to the sale of forest land. The price per acre was fixed. The actual area was unascertained. It was held that there was no uncertainty. In Sree Sankarachari Swamiar v. Varada Pillai 3, the facts were that if the tenant were to raise wet crops in the dry land, it was agreed that he should pay increased rent. That was held as not void for certainty. The price per acre was fixed. The actual area was unascertained. It was held that there was no uncertainty. In Sree Sankarachari Swamiar v. Varada Pillai 3, the facts were that if the tenant were to raise wet crops in the dry land, it was agreed that he should pay increased rent. That was held as not void for certainty. At page 335 it was stated: “That, had the landlord contended himself with simply saying as, such provision in the patta would be held valid, is clear from the case just referred to, and a provision in those terras would, 1 think, be understood as referring to rates payable on neighbouring land which would ordinarily be of similar quality. Now then can the express mention of what otherwise would be implied make any real difference? If it does, one would think that the clause was thereby rendered more definite rather than the contrary.” In Gujarat Ginning Co. v. Motilal Spg. Co. 4, it was observed: ‘The Court does not exist for the purpose of making a new contract between the parties, but merely to determine and enforce such a contract; if any, as the parties themselves have made. But in very exceptional circumstances such as to prevent a fraud on a party who has erected buildings on another mans land in consequence of certain expectations held out to him the Court can exercise that very unusual jurisdiction of making a bargain which the parties themselves had not specifically made. This jurisdiction, however, being unusual, and at the same time of a powerful Character, must be exercised with all due discretion.”. In Kalappa Devara v. Krishna, Milter 5, the head note reads as follows: “(i) The suit based upon the terms of the document Exhibit A must fail by reason of S. 29 of the Indian Contract Act. The parties had expressed their agreement so vaguely that its meaning was not certain or capable of being made certain; (ii) The suit based upon the original cause of action in 1930 was barred by limitation. Though in the acknowledgment which the respondents predecessor gave in 1933 there was a clear prey mise to pay and that payment was deferred until a further period of two years, the acknowledgment could be used to extend the period of limitation only to the extent to which the Indian Limitation Act permitted. Though in the acknowledgment which the respondents predecessor gave in 1933 there was a clear prey mise to pay and that payment was deferred until a further period of two years, the acknowledgment could be used to extend the period of limitation only to the extent to which the Indian Limitation Act permitted. Under S. 19 of the Act, where there is an acknowledgment of liability, the fresh period of limitation shall be computed from the time when the acknowledgment was so signed. The acknowledgment in 1933 afforded him only a further period of three years in which to file his suit but, as it was filed in 1938, it was barred by imitation.” In Keshavlal Lallubhai Patel v. Lalbhai trikumlal Mills Ltd. 1, the head note reads as under: “(1) An extension of time for the performance of the contract under S. 63 of the Indian Contract Act must be based upon an agreement between the parties, and it would not be open to the promisee by his unilateral act to extend the time for performance of his own accord for his own benefit. Such an agreement need not necessarily be reduced to writing and can be proved by oral evidence or by evidence of conduct. (2) The respondents proposal for extension of time contained in the letter dated 15th August, 1942, was subject to two conditions, and the fact that the second condition was vague and uncertain does not necessarily show that it was Intended to be treated as a meaningless surplusage. As there was no acceptance by the appellants of the second condition there was no valid or binding agreement for extension of time under S. 63 of the Indian Contract Act.” (3) In any event as the conditions were so vague and uncertain that it was not possible to ascertain definitely the period for which the time for the performance of the contract was really intended to be extended, the agreemem for extension was void under S 29 of the Indian Contract Act.” We may note that the Supreme Court relied on the ruling in Scammell v. Ouston 2, which has been referred to by us above. 43. Examined in the light of the above; case law, the following things emerge. (i) That all the terms as to renewal were left vague. 43. Examined in the light of the above; case law, the following things emerge. (i) That all the terms as to renewal were left vague. An option to renew the lease has been provided on condition that the lessor does not intend to use the land for any purpose. (ii) The period of renewal is not definite. In this connection we must refer to the evidence of P.W.1 which is as follows:— “They were not willing to consider the renewal at all and so they did not indicate anything about the recitals sent. So I have filed the suit to enforce the renewal clause. It is not true or correct to say that I did not enforce my right before coming to the Court. In my letter dated 11-2-1982 (Ex. A7) we have required to extend the lease for another 10 years. I have also made personal requests to extend the lease (end of page No. 10 in the original). In ExA8 we asked for renewal for 10 years and not 15 years. For first time, 1 claim renewal of lease on the basis of sub Cl. 8 of Cl. 4. I deny the suggestions that both the period of renewal and rent are before open under Cl. 4, sub. Cl. 8. At the time of discussion with the officers of Anglo American Tea Trading Company the understanding was that if they (end of page No. 26 in the original) do not want it for tea or coffee they can renew it for 15 years. I have not alleged in the plaint about the oral understanding. I have not alleged in the written statement in O.S. No. 91 of 1982 also about the oral understanding. Mr. C.K. Isac has signed the lease deed on behalf of the firm. I have seen the draft before it was executed. I agree that the oral understanding is not reflected in the lease deed. Oral understanding was reached before Ex. A1. Oral agreement was 15 years or at least 10 years. It is not correct there were agreements, It is correct that 1 am stating the same first time in the witness box.” Then again, in Ex. A-8 dated 11-2-1982 the renewal sought was only for a period of 10 years as could be seen from the following:— “In the circumstances we are unable to comply with your request to surrender the property. A-8 dated 11-2-1982 the renewal sought was only for a period of 10 years as could be seen from the following:— “In the circumstances we are unable to comply with your request to surrender the property. We request you to comply with our request made namely to extend the lease by another ten years from 21-7-1982 or in the alternative sell the property to us at a reasonable price to be mutually agreed between us and you. These requests are made without prejudice to our rights as contained in the lease deed mentioned above.” (iii) The revision of rent is to be mutually agreed upon. (iv) Other terms and conditions will be as may be mutually agreed upon at the time of renewal. Therefore, this is only a contract to make a further contract. In such case, it is impossible for the Court to fill in all those (terms) which are to be mutually agreed upon and that too at a time when the renewal takes place. However might be our endeavour to do so, if the parties agreed to make a farther contract, we cannot help. As observed in Gujarat Ginning Co. v. Motilal Ltd, Co. 1, the Court does not exist for the purpose of making a new contract between the parties if there is no contract as stated in Scammel v. Oustont 2, we have but to necessarily state that there is, no contract between the parties. Therefore, we hold that the contract is void for uncertainty. 44. We have analysed the particular clause to find out the actual intention of the parties in entering into the contract in other words contractual intention. We also posed the question before us whether the parties agreed to renew the lease on certain terms. We find the answer to the question as being a vague contract which requires every detail as stated above to be supplied by the Court. 45. Turning to the meaning of “any other purpose” much reliance is placed by Mr. M.R. Narayanaswami on the decision in Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 3 We do not think that the ratio of that ruling would apply at all to the cases on hand. First of all, under Cl 4(viii), the words are “intend to use”. M.R. Narayanaswami on the decision in Trustees, Port of Tuticorin v. Tuticorin Salt and Marine Chemicals Ltd. 3 We do not think that the ratio of that ruling would apply at all to the cases on hand. First of all, under Cl 4(viii), the words are “intend to use”. While the actual requirement for the purpose of a public body like the Port of Tuticorin could be easily ascertained, we do not think the use could be so ascertained in this case. Apart from the language employed, namely, the intention to use how the land is going to be put as to in future, is a matter entirely for the respondent which is also a planter, Besides, in Trustees, Port of’ Tuticorin v. Tuticurin Salt and Marines Chemical Ltd. 3, the requirement could be assessed in an objective manner while the intention is subjective. The same also has been expressed even two years prior to the lease expiring by efflux of time. Of course, the only qualification is that the respondent must use the land for its own purposes. That is the meaning to be ascribed to the words ‘intend to use”. Accordingly we conclude on point No. 1, that (i) there is no right or entitlement for the lessee to obtain a renewal; (ii) it is merely an option to be exerc ised by both parties; (iii) the terms of renewal are so vague and ambiguous and (iv) the parties agreed to have a further contract at the time of renewal and consequently, it is void for uncertainty. 46. Point No. 2: — The terms of compro mise under Cl. 5 reads as follows: “The lease deed aforesaid shall remain in force upto the end of the 15 years period specified therein, i.e., upto 21-7-1982, in respect of the rent of the extent of land of 235. 95 acres, described in Schedule ‘E’ hereto, and the defendants are entitled to be in possession and enjoyment of the same on the same terms as those contained in the lease deed aforesaid. The notice of termination of tenancy dated 18-3-1972 is hereby withdrawn.” It was this which was incorporated under Ex. A6. When this clause clearly reads that the lessee was to remain in possession of the extent of 235. 95 acres on the same terms as those contained in Ex. The notice of termination of tenancy dated 18-3-1972 is hereby withdrawn.” It was this which was incorporated under Ex. A6. When this clause clearly reads that the lessee was to remain in possession of the extent of 235. 95 acres on the same terms as those contained in Ex. A1, that will take in it the renewal clause as well; More so, when the notice of termination of tenancy dated 18-3-1972 had been withdrawn. That is our answer to point No. 2. 47. Point No. 3: — S. 14(1)(c) of the Spe cific Relief Act reads as follows: “14. (1): — The following contracts cannot be specifically enforced, namely: (a) . (b) . (c) a contract which is in its nature determinable.” In Premier Automobiles v. KB. Wadke 4. At page 2255 the following observation is found: “One more difficulty in the way of sustainsbility of the order of injunction may also be indicated. Temporary injunction caa be granted under sub-S.(1) of S. 37 of the Specific Relief Act, 1963 but decree for perpetual injunction is made under sub S.(2). Grant of perpetual injunction is subject to the provision contained in Chap. 8. Under S. 38(i) a perpetual injunction may be granted to the plaintiff to prevent the breach of an obligation existing in his favour irrespective of the fact whether the obligation arises at common law, under a contract or under a special statute (subject to the point of jurisdiction). But sub-S.(2) provides that when any such obligation arises out of contract the courts shall be guided by the rules and provisions contained in Chap. 2. S. 14(1)(c) occurring in that Chapter says that a contract which is in its nature determinable cannot be specfically enforced. The contract in question embodied in the written agreement dated 31st December, 1966 was in its nature determinable under S. 19(2) of the Act or could be varied by following the procedure under S. 9A. S. 41(a) of the Specific Relief Act says that an injunction cannot be granted to prevent the breach of a contract the performance of which would not be specifically enforced. S 42 providing an exception to this is not attracted in this case. The decree or order of injunction made therein, therefore, is not sustainable on this account too., Based on this ruling, Mr. V.P. Raman urges that Cl. 4(ii) of Ex. S 42 providing an exception to this is not attracted in this case. The decree or order of injunction made therein, therefore, is not sustainable on this account too., Based on this ruling, Mr. V.P. Raman urges that Cl. 4(ii) of Ex. A-1 contemplates termination by either party even during the currency of the lease. It also provides for compensation for such premature termination. Therefore the lessees possession cannot be any better after the expiry of the lease. We do not think we can accept this contention. If really the lessee is entitled to renewal as of right, such a right is capable of specific performance. The observations of the Supreme Court referred to above are in a totally different context and therefore they are not applicable. 48. In the result, we uphold the judgment and decree of the lower Court and dismiss these appeals with costs. NAINAR SUNDARAM, J. 1. I have gone through the elucidative judgment of my esteemed and learned brother Mohan, J., and I stand in appreciation and approval of the delineation of the fapts and the discussion of the points of law dealt with by him. One aspect of the law that was elaborately argued before us has spurred me to venture to analyse the case law, do some independent thinking of my own and xpress and adumbrate the result of my thoughts is a separate concurring judgment of my own only on the aspect dealt with hereunder. 2. One of the contentions raised to deny specific performance of the contract with regard to the renewal of the lease is that the terms with regard to renewal are not certain and are incapable of being made certain and hence the contract must fall to the ground as void under S. 29 of the Indian Contract Act, hereinafter referred to as the Act. This obliges me to advert to the case law en the subject to find out as to when the Court could treat the contract as unenforceable and void on the ground that its terms are uncertain and ‘ are incapable of being made certain. S. 29 of the Act, the inspiration behind which is the principle of English law, enjoins that “agreements, the meaning of which is not certain, or capable of being made certain, are void”. 3. S. 29 of the Act, the inspiration behind which is the principle of English law, enjoins that “agreements, the meaning of which is not certain, or capable of being made certain, are void”. 3. Even as early as in Ramasami v. Rajagopala 1, a Bench of this Court consisting of Kernan and Brandt, JJ. held that the patta tendered containing a condition that if the def endant took up (presumably without permis sion) land not assessed, he should pay what ever tirva the sarkar (landlord) should fix, was bad for uncertainty, because “it is un certain what rent the landlord might fix, and the tenant, if bound, might be liable for an unreasonable rent beyond the value of the land”. 4. In Sree Sankarachari Swamiar v. Varada Pillai 2, Subramania Ayyar and Boddam, JJ. dealt with a clause in a patta providing that in the event of the tenant raising wet cultivation on dry land with Sircar water, he should pay increased rent according to the rent of the neighbouring wet lands. The Bench upheld the clause to be not bad for indefiniteness and the reasoning of the Bench could be gleaned from the following passages occuring in its judgment:— “Turning now to the items objected to the first runs as follows: ‘If you raise nanja cultivation on nunja land with Sircar water you shall pay therefor tirvajasti according to the tirva of neighbouring punjah land.’ This was held by the District Munsif to be bad for indefiniteness, but I cannot agree. In Sattappa Pillai v. Raman Chetti 1 it is Jointed out at page 7 that it is proper to define in a patta the terms of the tenancy with reference to a possible contingency which may arise in the course of the fasli for which the patta is tendered. The case contemplated by the term under consideration s such a contingency. The landlord could not Know beforehand whether the tenant would in the particular year raise wet crops on dry land with the hid of water supplied by the landlord or what specific lands would be used for the purpose. In such circumstances how can, the landlord be expected to say more than that on the contingency happening nanjah rates would have to be paid? In such circumstances how can, the landlord be expected to say more than that on the contingency happening nanjah rates would have to be paid? That, had the landlord contented himself with simply saying so such provision in the patta would be held valid, is clear from the case just referred o, ani a pj/isian in those terms would, I think, be understood as referring to rates payable on neighbouring lands which would ordinarily be of similar quality. How then can the express mention of what otherwise would be implied make any real difference. If it does, one would think hat the clause was thereby rendered more definite ather than the contrary. — Pages 334-335 “And it is scarcely necessary to say that in letermining objections founded on the alleged uncertainty of a term in a contract, the test to be supplied would be not whether the term is in itself certain but whether it is capable of being made certain. Id certum est quod reddi certum protest.” — Page 336 5. In Secretary of State for India v. Messrs Volkart Bros. 2, in the first instance a Bench consisting of Krishnan and Venkata Subba Rao, JJ., dealt with the renewal clause in a deed of lease, which was initially for a period of 99 years. The renewal clause lead thus: “And also he, the said Mr. Francis Schuler, his heirs, administrators or assigns fulfilling the covenants and agreements contained in the said ndenture and on his part to be performed and ‘fielding at the end and expiration of the aforesaid term of 99 years unto the said United Company, heir successors or assigns the full and just sum of 100 pagodas current money of Fort. St. George, then the said lease should and might be renewed for a further term of 99 years upon such terms and conditions as should be judged reasonable.” Page 445 The above clause was practically an assertive one. It laid down that the lease should and might be renewed. With regard to the period of renewal, there was no ambiguity, and it was for 99 years. There was a difference of opinion between the two learned Judges. It laid down that the lease should and might be renewed. With regard to the period of renewal, there was no ambiguity, and it was for 99 years. There was a difference of opinion between the two learned Judges. Venkatasubba Rao, J., referred to the English case law on the subject as to when a contract could be judged as void for uncertainty and opined that the words used in the renewal clause “upon such terms and conditions as should be judged reasonable” are capable of being made certain. The following observations of the learned Judge require noting down: “Now I pass on to the second question: if the agreement for renewal too viague and uncertain to be enforced? On behalf of the Government it is urged that an agreement to grant a renewal ‘on such terms and conditions as shall be judged reasonable’ is void for uncertainty. There is no uncertainty in respect of the subject-matter of the contract. Nor is there any uncertainty in regard to the parties to it. Then the question arises, is there any uncertainty in regard to the rent or in regard to the other terms? As is pointed out in Fry on Specific Performance, the completeness of a con tract must be considered In these four aspects. (See 6th Edn., page 157). A contract to sell at a fair price or at a fair valuation has been repeatedly held to be capable of being specifically en forced. When the contract appoints a way of determining the price, the point has often arisen whether it can be specifically enforced and the test that is laid down may be thus stated: Is the way of determining the price an essential or a non-essential term? If it is essential and the ode of ascertainment has failed, the Court will not enforce specific performance. If it is non essential or merely subsidiary and the mode of ascertain ment has failed, the Court will have re course to some other means of determining the fair price and of giving effect to the contract between the parties. In the second case, that is where the way of determining the price is non-essential, the Court will treat the contract as one to sell at a fair price. — Pages 447 and 448 “Let us see what are the facts of the present case. In the second case, that is where the way of determining the price is non-essential, the Court will treat the contract as one to sell at a fair price. — Pages 447 and 448 “Let us see what are the facts of the present case. A lease for 99 years was entered into in 1821 and the parties contemplated renewal for a further period of 99 years. The parties naturally thought that it would be unwise to fix in 1821 what the rent in 1920 was to be. They foresaw that such different conditions would then obtain that it would be imprudent to fix the rent a century in advance. The stipulation is not, that the parties might fix such rent as they chose, but they are enjoined to fix a reasonable rent. It is an ordinary function of the Court to decide what is reasonable. In sale of goods for instance, the Court is called on to decide what is reasonable time. Then again what is reasonable care or what is reasonable enquiry — these are questions which the court is often invited to decide. I find no difficulty in regard to a contract which leaves the parties to fix a reasonable rent. If they will not agree upon a reasonable rent, the Court will intervene and fix it In New Beerbhoom Coal Company v. Bularam Mahata 1, their Lordships held a contract to grant a Datta at a proper rate was not void for uncertainty, as upon a proper enquiry the Court would be able to determine a proper and reasonable rent. “Then in respect of the other terms, it seems to be that we must have regard (in the languages of the passage above referred to) to the circumstances under which, and with regard to which, the contract was entered into. The lease deed contains the terms of the original lease and the moaning of these parties, I take it to be, is, that they considered those terms to be reasonable subject to such alterations as might be rendered necessary by the changed conditions obtaining at the time of renewal. That lease deed contains the usual covenants, those relating to payment of rent, maintaining and preserving the premises, assigning the lease wholly or in part, re-entry and quiet possession. That lease deed contains the usual covenants, those relating to payment of rent, maintaining and preserving the premises, assigning the lease wholly or in part, re-entry and quiet possession. In the view, of the parties these ware proper terms The question is, at the present day and in the circumstances now obtaining, do these terms require any modification and if so in what respects? If the parties cannot agree, there is nothing to prevent the Court from settling the lease on such terms as are reasonable. As a matter of fact, it has not been shown by reference to any specific term, that the Court” will meet with any difficulty in deciding what shall be reasonable. “That what is required is reasonable and not absolute certainty is illustrated by many English cases: ‘“Great Northern Railway Company v. Manchester2, Sheffieldand Lincolnshire Railway Company Jenkins v. Green 3. “S. 29 of the Contract Act reproduces the English rule on the subject. It runs thus: ‘Agreements the meaning of which is not certain or capable of not being made certain are void.’ “Illustration (e) says that an agreement to sell one thousand mounds of rice at a price to be fixed by C is not void for uncertainty. The words in the present case are ‘conditions as shall be judged reasonable’. There is a standard of reasonableness which the Court recognises and the terms are therefore capable of being made certain. In my opinion the judgment of the District Judge on this point is correct and the second contention of the Government also fails.” — Pages 449-450 However, Krishnan, J. had a different opinion on the question and the learned Judge held that the covenant for renewal is too vague and uncertain to be specifically enforced. There was another point on which also the two learned Judges differed and that is over the contention as to whether the Court could, as a general rule, compel specific performance of a contract unless it could execute the whole contract. Venkatasubba Rao. J. held that the contract became a divisible one and the rule that specific p erformance will not be granted of a part did not apply to the case before him. Krishnan, J. on the other hand, held that a covenant for renewal is a single indivisible covenant which cannot be apportioned between various assignees. Venkatasubba Rao. J. held that the contract became a divisible one and the rule that specific p erformance will not be granted of a part did not apply to the case before him. Krishnan, J. on the other hand, held that a covenant for renewal is a single indivisible covenant which cannot be apportioned between various assignees. The difference of opinion of the two learned Judges led the matter to be referred to a third Judge on ths two points as follows:— “(1) Is the suit for specific performance of the covenant to renew maintainable by Massrs. Volkart Bros., as brought with reference to the plot of land in their possession? (2) Is the Covenant to renew in Ex. A unenforceable on account of uncertainty?” The third Judge, Sir Murray Coutts Trotter, C. J., agreed with the views of Venkatasubba Rao, J. on both the questions. The learned Chief Justice, on the question as to whether the covenant for renewal could become unenforceable on account of uncertainty, observed as follows: “ I content myself saying that a case of renewal is very different from a case of a fresh contract and I am of opinion that the necessary certainty is obtained when you have regard to that fact and that obviously no covenant would be held reasonable in this case which was in conflict with the provisions of the original lease; otherwise the covenant would not be covenant of renewal and the lease would be reduced to waste paper. In my opinion the only subject-matter really affected by the clause in this lease can be the rent, and, as the learned District Judge pointed out in his very careful judgment, it is natural enough that people who are providing for a renewed lease after the lapse of a century should leave open things which are liable to bo affected by the state of the market. One can hardly think of a clearer case than that of rent. One can hardly think of a clearer case than that of rent. Why the clause is worded ‘upon such terms and conditions as shall be judged reasonable’ is no doubt because they thought it might not be reasonable to-fix a rent after the lapse of the first century for the whole of the next century.; and it may be that it would be reasonable to insert a pro vision that the rent should be on a sliding scale and should be adjusted at 10 of 15 years interval. However in my opinion the covenant is clearly not too vague to be enforced.” — Page 459 On the other question also, the learned Chief Justice agreed with the view of Venkatasubba Rao, J. 6. The matter was taken on appeal before the Privy Council and the decision of the Privy Council is reported in The Secretary of State for India v. Volkart Brothers 1. The question as to whether the covenant for renewal was unforceable for uncertainty was not adverted to and the Privy Council felt that the real point to be considered in the appeal before it was whether there could be a claim for renewal of the lease in respect of a small plot of land. The answer to the question was given in the negative and the Privy Council opined that there is no contract to renew the lease for a part of the premises and if the contract was renewed for a part, the Specific Relief Act would have no application. They concurred with the view of Krishnan, J. 7. In GujaratGinning & Company v. Motilal Hirabhai Spinning & Company 2 , a Bench of the High Court of Bombay, constituted of Sir Amberson Marten, Kt., C.J. and Murphy, J. countenanced the principle. “Ordinarily this Court has said it over and over again |that it does not exist for the purpose of making a new contract between the parties, but merely to determine and enforce such a contract, if any, as the parties themselves have made” — Page 1324 8. In Scammel (G.) and Nephew, LD. v. Oustoh 3, the respondents, the plaintiffs in the action, claimed damages for breach of contract from the appellants, the defendants. In Scammel (G.) and Nephew, LD. v. Oustoh 3, the respondents, the plaintiffs in the action, claimed damages for breach of contract from the appellants, the defendants. The respondents agreed to purchase from the appellants a new motor van but stipulated that this order is given on the understanding that the balance of purchase price can be had on hire-purchase terms over a period of two years. It was held that this clause as to hire-purchase terms was so vague that no precise meaning could be attributed to it, and consequently there was no enf orceable contract between the parties. The observations found in each one of the concurring judgments are highly elucidative and they require extracting as follows:— As per Viscount Simon L.C., “This order is given on the understanding that the balance of purchase price can be had on hire purchase terms over a period of two years is so vaguely expressed that it cannot, standing by itself, be given a definite meaning — that is to say it re quires further agreement to be reached between the parties before there would be a complete con sensus ad idem. If so, there was no contract and therefore no breach.” — Page 254 As per Viscount Maugham, “ In order to constitute a valid contract the parties must so express themselves that their meaning can be determined with a reasonable degree of certainty, It is plain that unless this can be done it would be impossible to hold that the contracting patties had the same intention. In other words the consensus ad idem would be a matter of mere conjecture. In other words the consensus ad idem would be a matter of mere conjecture. This general rule, however, applies somewhat differently indifferent cases.” — page 255 As per Lord Russell of Killowen, “But, in view of the numerous forms of hire-purchase transactions, and the multiplicity of terms and details which they involve, the respondents are faced with what appears to me to be a fatal alter native, namely, either (1) this term of the alleged contract is quite uncertain as to its meaning, and prevents the existence of an enforceable contract, or (2) the term leaves essential contractual pro visions for further negotiation between the parties, with the same result.” — Page 261 As per Lord Wright, “The Court could not, indeed, make a contract for the parties or go outside the words they had used except in so far as there were appropriate implications of law, as, for instance, the implication of what was just and reasonable where the contractual intention was clear but the contract was silent in some detail which the Court could thus 611 in. Thus the condition of ‘fair specification over ‘the season’ 1931 enabled the Court with the help of expert evidence to identify what was a fair and reasonable specification and a fair and reasonable distribution by way of instalment deliveries of the contract quantity. Certain other matters were similarly dealt with. In the same way the Court has in prop er circumstances found itself able to determine what is a reasonable price when the price is not specified in the contract as was done in Foleys case 1 , rightly, as I think, distinguishing May & Butchers case 2 , or to determine what is a reasonable time, or what are reasonable instalments. Many other examples of this principle might be given. And in addition the Court may import terms on the proof of custom or by implication. But it is in my opinion a very different matter to make an entire contract for the parties as the Court would be doing if the coutse suggested by Mackinnon, L.J. was adopted. That is simply making a contract for the parties. The analogy he cited of a c.i.f. contract is in my opinion no true analogy. But it is in my opinion a very different matter to make an entire contract for the parties as the Court would be doing if the coutse suggested by Mackinnon, L.J. was adopted. That is simply making a contract for the parties. The analogy he cited of a c.i.f. contract is in my opinion no true analogy. These initial letters have a definite and complete meaning under the Law Merchant just as much as the meaning of a bill of exchange, or the general effect of a marine insurance contract, is determined by the law merchant. The law has not defined and cannot of itself define what are the normal and reasonable terms of a hire-purchase agreement. Though the general character: of such an agreement is familiar, it is necessary for the parties in each case to agree upon the particular terms. It ma y, perhaps, be that this might be done in particular circumstances by general words of reference. For instance, if it were stipulated that there should be ‘a usual’ hire-purchase agreement, the Court might be able if supplied with appropriate evidence to define what are the terms of such an agreement. But there was noth ing of the sort in this case.” — pages 272-273 9. In Kalappa Devara v. Krishna Mitter 3 ,, a Bench of this Court, consisting of King and Bell, JJ., considered the implications of a document under which the respondent undertook to pay to the appellants predecessor after two years the sum of Rs. 12,600/-with a certain interest after deductions as would be agreed upon. The suit based upon “this document was dismissed by the first Court and on appeal before this Court, as a first question, the question that no suit will lie on the ferms of Exhibit A itself because they embody an agreement whi ch in the words of S. 29 of the Contract Act is one, the meaning of which is not certain or capable of being made certain, was dealt with by the bench in the following manner: “It is contended on the first question that S. 29 of the Contract Act does not apply and that it will be possible for the Court after scrutinizing the various registered notices and other evidence in the case to give some intelligible meaning to the expression ‘after deductions as would be agreed upon’. It seems to us however that the Court is not called upon to decide between conflicting claims put in by both sides as to the meaning of a document. S. 29 contemplates that that meaning shall be clear on the face of it. However, the parties have expressed this matter in a language with which they were not very familiar in so vague a fashion that, in our opinion, there can be no doubt that the learned Judge was right in holding that the suit based upon the terms of this document must fail by reason of S. 29 of the Contract Act.” — pages 523 & 524 10. In D. T. Mangalmurti v. State of Bombay 4 , the clause for renewal read thus: “III. And the lessor does further covenant that he will at the end of the term of 30 years here by granted and so on from time to time thereafter at the end of each successive further term of years as shall be granted at the request of the lessee, execute to him a renewed lease of the land hereby demised for the term of 30 years; provided that the rent of the land hereby demised shall be subject to such fair and equitable enhancement as the lessor shall determine on the grant of every renewal: provided also that every such renewed lease of the land shall contain such of the covenants, provisions and conditions in these presents contained as shall be applicable and shall always contain a covenant for further renewal of the lease.” — page 640-641 As we could see from the clause extracted above, on the grant of every renewal, the rent of the land shall be subject to such fair and equitable enhancement as the lessor shall determine. The lessor, the Provincial Government, fixed the enhanced rent at a particular rate per annum and also inserted some new terms in the renewed deeds of lease. The lessor, the Provincial Government, fixed the enhanced rent at a particular rate per annum and also inserted some new terms in the renewed deeds of lease. The lessees, on the contrary, thought otherwise and wanted to have the rent fixed at a lower level and with this end in view, they instituted the suit, praying for declaration that the enhancement was not fair and equitable within the meaning of the aforesaid clause; that their offer of rent should be accepted as fair and reasonable: the lessor do insert in the renewed deeds of lease only such conditions as were to be found in the original deed and not to add to them to the detriment of the lessees interest; and that in the event of the Court not agreeing with the proposal of the lessees with regard to the rate of rent, to fix a fair and reasonable rent. The question arose as to whether the civil Court had got jurisdiction to determine as to what is the fair rent in the context of the dispute between the parties. The first Court, the Subordinate Judge, held that the civil Court had jurisdiction to enquire as to whether the rent fixed by the lessor is fair and equitable within the meaning of renewal clause and proceeded to fix the rent at a particular rate in between the rate fixed by the lessor and the rate proposed by the lessees. Both the lessor and the lessees appealed and the lower appellate Court, the Additional District Judge, affirmed the decision of the first Court that it was open to the civil Court to determine what was the fair and equitable rent. However, on the question of quantum of the fair and equitable rent, the lower appellate Court found that the enhancement of rent, should not exceed Rs7. Again, the lessor took up the matter by way of appeal to the High Court, which was heard by a Bench and there was divided opinion between the two Judges who heard the appeals. However, on the question of quantum of the fair and equitable rent, the lower appellate Court found that the enhancement of rent, should not exceed Rs7. Again, the lessor took up the matter by way of appeal to the High Court, which was heard by a Bench and there was divided opinion between the two Judges who heard the appeals. The learned Chief Justice came to the conclusion that the suit must fail on the ground that the authority of the court had been invoked in a matter which really lay in contract and the civil Court had no jurisdiction to determine the fair and equitable rent and did not render any firm finding on the question of assessment of fair and equitable rent. The other learned Judge came to a contrary conclusion and held that the suit was maintainable and the Courts below could determine the fair and equitable rent and further confirmed the view of the lower appellate Court with regard to the quantum of fair and equitable rent. On account of the difference of opinion, the case was referred to a third Judge, who agreed with the view of the learned Chief Justice that the civil Court had no jurisdiction to determine the fair and equitable rent and the parties had consciously and deliberately stipulated to abide by the lessors fixation of a fair and equitable rent and the parties had consciously and deliberately stipulated to abide by the lessors fixation of a fair and equitable enhancement of rent; and in that view of the matter, he expressed no opinion as to what should be the fair and equitable rent. As a result, the lessees suit was dismissed. The lessees agitated the matter before the Supreme Court and the principal question that arose before the Supreme Court was one of the construction of the renewal clause. The majority judgment rendered by S.K. Das, J. took note of the principle that a covenant to settle land ‘at a proper rate’ or ‘upon such terms and conditions as should be judged reasonable’ is not void for uncertainty. The decision of this Court in Secretary of State for India v. Messrs. Volkart Bros. 1 as well as in the decision in New Beerboom Coal Co. The decision of this Court in Secretary of State for India v. Messrs. Volkart Bros. 1 as well as in the decision in New Beerboom Coal Co. Ltd. v. Bolaram Mahata 2 were referred to as the authority in support of the above view and the following observations of Sir Barnes Peacock in New Beerbhoom Coal Co. Ltd. v. Bolaram Mahata 2 were also adverted to: “The High Court affirmed the decision, but not for reasons which their Lordships consider to be correct. They affirmed it upon the ground that it was impossible to determine what was a reason able rate. Their Lordships cannot think that in the present case, the Court, upon a proper inquiry, would have been unable to determine it. There might have been considerable difficulty in fixing the rate; but difficulties often occur in determining what is a reasonable price or a reasonable rate, or in fixing the amount of damages which a man has sustained under particular circumstances. These are difficulties which the Court is bound to over, come*” — page 643 Ultimately, it was opined that the enhanced rent though determined by the lessor in the first instance, must be fair and equitable and the determination of the enhancement by the lessor would not be final and it would be open to the Court to determine what is fair and equitable enhancement. In this view, the decision of the High Court was not accepted and the appeals were sent back to the High Court for determination as to what should: be fair and equitable enhancement. 11. In M/s. D. Gobindharam v. M/s. Shamji K. & Co. 1, the Supreme Court dealt with a contract subject to ‘usual force majeure clause’. The contention was raised before the Supreme Court in the following lines: “The agreement is said to be void because of vagueness and uncertainty arising from the use of the phrase ‘subject to the usual force majeure clause*. The argument is that there was no consensus ad idem, and that the parties had not specified which force majeure clause they had in mind. We were taken through the Encyclopaedia of Forms and Precedents and shpwn a number of force majeure clauses which were different. We were also taken thtough a number of rulings, in which the expression ‘force majeure’ had been expounded, to snow, that there is no consistent or definite meaning. We were taken through the Encyclopaedia of Forms and Precedents and shpwn a number of force majeure clauses which were different. We were also taken thtough a number of rulings, in which the expression ‘force majeure’ had been expounded, to snow, that there is no consistent or definite meaning. The contention thus is that there being no consensus ad idem, the contract must fail for vagueness or uncertainty. The argument, on the other side, is that this may be regarded as a surplusage, and, if meaningless; ignored. It is contended by the respondent that the addition, of the word ‘usual’ shows that there was same clause which used to be included in such agreements. The respondents also refer to S. 29 of the Indian Contra ct Act, which provides: ‘Agreements, the meaning of which is not cer tain, or capable of being made certain, are void’, and emphasise the words ‘capable of being made certain’, and contend that the clause was capable 6f being made certain, and ex facie, the agreement was not void.” — Pages 1290-1291 The Supreme Court held that the term is not vague and the condition may be made certain by evidence of force majeure clause. The reasoning therefor is found expressed in the following passages of its judgment:— “The addition of the word ‘usual’ refers to something which is invariably to be found in contracts of a particular type. Commercial documents are sometimes expressed in language which does not, on its face, bear a clear meaning. The effor of Courts is to give a meaning, if possible. This was laid down by the House of Lords in Hillas & Co. v. Arcos Ltd 2 , and the observations of Lord Wright have become classic and have been quote? with approval both by the Judicial Committee and the House of Lords ever since. The latest case o the House of Lords is Adamastos Shipping Co Ltd. v. Anglo Saxon Petroleum Co. Ltd 3 . There the clause was ‘This bill of lading’, whereas th document to Which it referred was a charter-party Viscount Simonds summarised at p. 1-58 all the rule applicable to construction of commercial docu ments, and laid down that effort should always b? made to construe commercial agreements broadl and one must not be astute to find defects in them or reject them as meaningless. made to construe commercial agreements broadl and one must not be astute to find defects in them or reject them as meaningless. “Applying these tests to the present case and in the light of the provisions of S. 29 of the India) Contract Act, it is clear that the clause impugne? is capable of being made certain and definite b proof that between the parties or in the trade O in dealings with parties in British East Africa there was invariably included a force majeure claus of a particular kind. “In our opinion, the contract was not void fo vagueness or uncertainty by reason of the refet ence in the terms stated to the force majeur clause. Mr. Daphtary posed the question as on whom was the burden of proving the usua force majeure clause. In our opinion, if the agre? ment is not void for uncertainty, that questio would be a matter for the decision of the arbitra tors. It is too early to say by what evidence an by whom the usual force majeure clause, must b established.” — Pages 1291-129 12. In. H.V. Rajan v. C. N. Gopal 4 , the relevant clause pertaining to renewal was on the following terms: “After the expiry of the period of 5 years fixed under this lease the lessees shall have the option of 5 years but subject only to such terms and, con ditions as may be mutually agreed upon.” Hegde, J., as he then was, speaking for the Bench, expressed the opinion that an agree ment to renew must be deemed to be at agreement to renew as per the original term and the learned Judge observed as follows:— “This appears to us to be a reasonable interpre tationto be placed on Cl. 14 of Ex. L. Even if was agree with the plaintiffs contention that the renew al, provided is dependent on the agreement between the parties on other terms, on the basis of decided cases, we have no hesitation in, reading that, clause as providing for an agreement between the parties on terms reasonable. If the parties are at variance as to those terms then the Courts will step in. See Robinson v. Thames Mead Park Estate Ltd. 1 Foley v. Classique Coaches Ltd. 2, Killas & Co. Ltd. v. Arcos Ltd 3 , Jardine, Skinner and Co. v. Rani Surat Sundari Debi 4 . If the parties are at variance as to those terms then the Courts will step in. See Robinson v. Thames Mead Park Estate Ltd. 1 Foley v. Classique Coaches Ltd. 2, Killas & Co. Ltd. v. Arcos Ltd 3 , Jardine, Skinner and Co. v. Rani Surat Sundari Debi 4 . Prodyot Commar Tagore v. Maynuddin Mia 5 , Authorities on this point can be multiplied. But we see no neces sity for it.” -Page 32 13. In Hitkarini Sabha v. JabalpurCorpo rations 6 , the renewal clause reads as follows:— “(h) The lessee shall on expiry of the period of this lease, be entitled to have the same renewed on such terms and conditions as may be agreed to between the parties.” — Page 326 As we could See from the extract, there was no certainty of any term and the entire gamut of terms and conditions was left to be worked out as between the parties. Hence, the Bench adverted to this feature that all the terms and conditions were left to the agreement of the parties, which might not take place at all and referring to Ramasami v. Rajagopalan 7, it was held that although a renewal was contemplated, no terms on which it could be granted had been fixed between the parties and, under S. 29 of the Act, such a contract cannot be enforced. 14. In Sweet & Maxwell v. Universal News 8. Cl. 6 of the written agreement which was the bone of contention in the action, reads as Follows: “(a) (The plaintiff company) will grant and (the defendant company) will take a lease of the fifth floor of the building known as 11, New Fetter Lane, London, E.C.4, as the same is now in the occupation of (the defendant company) together with all ancillary rights as now enjoyed for the term of five years from 25th March, 1962, at the exclusive rent of 5,000 per annum (b) The lease shall be non-assignable for this period, but (the defendant company) shall have the right to surrender such lease on giving one — quarters notice of its intention so to do. (c) The said lease shall be renewable for a further period of seven years. (c) The said lease shall be renewable for a further period of seven years. (The defendant company) shall give six months notice of its intention to exercise its right of renewal and, at that time rent for the term shall be agreed and in the event of failure to agree the rent shall be determined by an arbitrator appointed by the President of the Royal Institute/of Chartered Surveyors (d) The lease shall contain such other covenants and conditions as shall be reasonably required by (the plaintiff company)”. — Page 33 Harman, LJ. dealt with the point with regard to the agreement being vague and uncertain in the following manner: “One of the points taken by the plaintiff company in its reply is that this is not the kind of agreement which ought to be specifically enforced anyhow, and that is the first matter on which it is necessary to adjudicate. The plaintiff company says that the agreement contained in Cl. 6 is too vague or too widely drawn to be something which can be enforced by the Courts, by reason of the fact that the executory lease provided for is not sufficiently defined in the document. It is said that a mere agreement that it ‘shall contain such other covenants and conditions as shall be reasonably required’ by the proposed lessor makes the whole thing too vague. It is said: Supposing the lessors put forward certain covenants and conditions, as they have done, and those are refused, that is the end of the matter, because the Court cannot impose covenants or conditions on the lessors which they will not aceept: they are not bound to accept them. The Court can say that the requirement of the lessors is not reasonable, but that only will result (says the plaintiff company) in a kind of vacuum and therefore, the agreement is not a specifically enforceable agreement.” “I say at once that I cannot accept that view. It seems to me that if A agrees with B, to grant him a lease at such a rent on such and such terms beginning on such a day, and no more, that is a specifically enforceable agreement, and; the Court will insert in it what are called ‘usual’ covenants. Those were defined in a case before Sir George Jessel, M.R. (See Hampshire v. Wickens 9, being very jejune covenants indeed. Those were defined in a case before Sir George Jessel, M.R. (See Hampshire v. Wickens 9, being very jejune covenants indeed. In a later case (see Flexman v. Corbett 10, Maugham, J., said that what where ‘usual covenants’ was a question of fact, and that the Court would accept evidence from surveyors pr conveyancers of the kind of covenants which were, usual in leases of the kind of property which was the subject-matter of the agreement. Consequently, if this agreement had been merely an agreement for ‘usual covenants’ the Court could have completed it in ways that are well recognised. It is not that, of course; but it gives the lessors further rights. It gives them rights beyond that which the law would give them in the way of usual covenants in reasonably requiring further covenants. The only limit is that the requirements must be reasonable. The Court is constantly required to suggest as between A and B, what is or is not reasonable, and in so far as the lessors demand things which are unreasonable the court will say ‘you cannot have them’: In so far as they are reasonable the court will say ‘Those are conditions which you may impose and which must be accepted by the lessees and the lessees are contractually bound to accept them’. Therefore, in my judgment, there is nothing in this point that the agreement is not a specifically enforceable agreement.” — Page 37-38 Pearson, L.J., on the very same question, observed as follows: “The third question is whether Cl. 6 of the agreement is too vague or uncertain to be a suitable subject for specific performance. It has been contended that para (A) is unenforceable if the parties are unable to agree. In my view, however, that is not so. Under para (d) a proposed covenant is to be included in the lease if two conditions are fulfilled, namely: (i) it is required by the plaintiff company, and (ii) the requirement is reasonable. The first condition saves the plaintiff company from having forced on them some covenant which it does not wish to have. The second condition enables the court to decide on the reasonableness of a requirement if the parties are unable to agree. The first condition saves the plaintiff company from having forced on them some covenant which it does not wish to have. The second condition enables the court to decide on the reasonableness of a requirement if the parties are unable to agree. A formula such as that used in para (d) is a convenient and effective means of dealing with the position where the parties have agreed on the main points, but have not yet settled the details, and wish to make a binding agreement immediately. By using a formula such as this, introducing the objective test of reasonablene ss, the parties avoid making a mere agreement to agree, which would be unenforceable.” — Page 42 Buckley. J., expressed his opinion in the following terms: “ It is for the landlords to make their requirement and to demonstrate that what they require is reasonable. If questions arise between the parties whether the requirement of the landlords is or is not reasonable, I see no insuperable difficulty in the Court resolving such a question. If that question is one capable of being resolved by the Court, then there seems to me to be no such uncertainty or no such other circumstance as would lead tp the result that the agreement is one which could not be specifically enforced by the Court. On those grounds, I think that the contention that the agreement is one which ought not to be specifically performed, if on other grounds specific performance is appropriate, is a contention which fails,” — -Page 43 15. In Kings Motors v. Lax 1 , an option in a lease for a further term ‘at such a rental as may be agreed upon between the parties’ was held to be void for uncertainty and while doing so, the fact that there is no rele vant arbitration clause was also taken note of. Burgess, V.C., dealt with the question in the following manner: “ It cannot, I think, be argued that any arbitration clause in aid of the plaintiffs in this case can be called into being. The argument for uncertainty is that as the rent was not agreed and was left to be agreed unless the parties were if you like to put it that way to play the game together and agree, the contract is not enforceable and is void for certainty. The argument for uncertainty is that as the rent was not agreed and was left to be agreed unless the parties were if you like to put it that way to play the game together and agree, the contract is not enforceable and is void for certainty. In substance it amounts to no more than a contract to enter into a contract which is always given as the classic example of an agreement which is unenforceable. “Accordingly, in my judgment, the plaintiffs action fails because the option they had the letter exercising it which I find as a fact was posted in accordance with the provisions of the lease, although in fact it was never actually received, was duly exercised but in fact was of no avail, because the provision is one unenforceable in law. I therefore dismiss the action with costs.” — Pages 666 and 667 16. In Sudhir v. G. K. Thapar 2 , the question arose as to whether, where an option of renewal in a lease deed was given to the lessor, subject to the lessors consent, the lessor could withhold consent. The clause dealt with by the Supreme Court read as follows: “That at the time of expiry of the period of three years the promisors with the consent and consultation of promisee shall be entitled to take the cinema on contract for further two years on the above conditions provided that there has been no breach of any condition laid down in the agreement.” — page 118 The argument put forth before the Supreme Court was that the renewal clause was a meaningless one as the lessees were entitled to renewal only if the lesssors consented. This argument was repelled by the Supreme Court by pointing out as follows: “ We are unable to read the rene wal clause as Mr. Tarkunde wants us to do. No term in a contract should be considered as superfluous if it can be given some rea sonable meaning. The clause in question definitely says that lessees are entitled for a renewal. The right of the lessors to give consent must be read in the context of the lessees entitlement to get a renewal of the lease. No term in a contract should be considered as superfluous if it can be given some rea sonable meaning. The clause in question definitely says that lessees are entitled for a renewal. The right of the lessors to give consent must be read in the context of the lessees entitlement to get a renewal of the lease. If so read, it is clear that the lessors can withhold their consent either because of the lessees failure to observe one or other of the material terms of the lease or on some other reasonable ground. The lessors cannot withhold their consent capriciously or unreasonably.” —Page 119 The other question with regard to the contract being void for uncertainty within the meaning of S. 29 of the Act did not strictly arise for consideration before the Supreme Court. Even otherwise, we find that the entitlement to get a renewal of the lease was categorically conferred on the lessee and, as pointed out by the Supreme Court, the lessors can withhold the consent either because of the lessees failure to observe one or the other of the material terms of the lease or on some other reasonable ground. Hence the lessors were held not competent to withhold the consent capriciously or unreasonably. With regard to the period of renewal and the terms and conditions, there was no ambiguity. 17. In Brown v. Gould 1 , a lease of certain business premises contained an option to renew the lease, providing for: “Such new lease to be for a further term of 21 years at a rent to be fixed having regard to the market value of the premises at the time of exercising this option taking into account to the advantage of the tenant any increased value of such premises attributable to structural improvements made by the tenant.” — Page 53 The tenant had substantially rebuilt the premises and sought to exercise his option, which was more advantageous to him than his possible rights under the Landlord and Tenant Act, 1954. The landlord was willing to grant him a new tenancy under the Act but contended that the option to renew was void for uncertainty. The landlord was willing to grant him a new tenancy under the Act but contended that the option to renew was void for uncertainty. It was not disputed that, if the option was valid,; it had been validly exercised, and, on the tenants summons to determine, inter alia, whether on the true construction of the covenant the option was valid and enforceable, it was held that the Court was reluctant to hold void for uncertainty any provision that was intended to have legal effect, and it was accepted that the option was intended to have business efficiency; that where the option was expressed to be exercisable at a price to be determined according to some stated formula without any effective machinery being in terms provided for working out that formula, the Court had jurisdiction to determine it; and that the option was valid and enforceable since the formula stated in the lease did not embody such uncertainty of concept as to make it void or un-ascertainable by anyone genuinely seeking to discover its meaning; that the rent was to be fixed by whatever method was adopted, in the process regard being had to the market value of the premises when the option was exercised and account and being taken, for the benefit of the tenant, of any increased value of the premises attributable to any structural improvements. 18. In Khivraj Chordia v. ESSO Standard Eastern Inc. 18. In Khivraj Chordia v. ESSO Standard Eastern Inc. 2 , the clause for renewal ran as follows: “That the landlord will on the written request of the tenant made 2 calendar months before the expiry of the term hereby created and if there shall not at the time of such request be any existing breach or non-observance of any of the covenants on the part of the tenant herein before contained grant to it a lease of the demised premises for the further term of ten years from the expiration of the said term containing like covenants arid provisons as are herein con tained and at a rent to be mutually agreed between the parties hereto due regard being paid to rents then prevailing in the same locality.” — page 67-68 As we could see from the extract and as found by the Bench, consisting of Ramapra-sada Rao, J., as he then was, and Ratnavel Pandian, J., the clause ex facie reflected the clear and unequivocal mind of the parties that the lessor should grant a lease of the demised property for a period of ten years from the expiration of the first term under similar covenants and provisos contained therein, provided that the lessee should make a request to that effect two calendar months before the expiry of the first term. The rent payable by the lessee for the extended period shall be mutually agreed upon between the parties, due regard being had to rents then prevailing in the same locality. Again, the well-known maxim “certum est quod certum reddi protest” was referred to and the Bench did not accept the argument that there was ho sufficient hypothesis or guideline in the renewal clause to arrive at a certain rent, which is to be paid by the lessee to the lessor for the extended period. The Bench distinguished th e earlier decision of a Bench pf this Court in Kovuru Kalappa Davara v. Kumar Krishna Mitter 1 by pointing out that that was a case where the clause provided “to pay a certain sum after deductions as would be agreed upon” and it did not provide for the working method by which the deductions could be agreed upon, and the word ‘deduction’ was left as vague as it could ever be. Equally so, the Bench also referred to the decision of a Bench of the Madhya Pradesh High Court in Hitkarini Sabha v. Jabalpur Corporation 2 , where the renewal clause only ‘contemplated renewal “on such terms and conditions as may be agreed”. It will be Apt to advert to the reasoning of the Bench when it distinguished the decision of the Madhya Pradesh High Court as well as the other decisions cited before it by extracting the relevant passage found in the judgment of the Bench at pages 69 and 70 of the report, which runs as follows: “The decisions cited by the learned counsel for the appellants obviously make a marked distinction between the line of cases where the parties fixed the measure by which they could agree to a particular thing being done and which would be the sine qua non for the renewal of a lease and the other cases where no such guidelines or hypothesis were fixed but such an agreement as to rent, etc. for the extended period was left uncertain, besides being vague. Only in the former cases and not in the latter it appears to us that S. 29 would be inapplicable. We have already made it clear that it would be the duty of Courts to interpret liberally written instruments with reference to the intention of parties and far from avoiding an instrument, should attempt to further the intention of the parties by adopting the instrument and thus doing substantial justice between the parties.” The Bench also referred to the ratio in H.V. Rajan v. C.N. Gopal 3. 19. In Trustees, Port of Tuticorin v. Tuticorin Salt and Marine ChemicalsLtd. 4 , a Bench of this Court, consisting of Ramaprasada Rao, J., as he then was, and Ratnavel Pandian, J., had occasion to consider a clause for renewal of a lease, which ran in the following terms: “If the lessee shall have expressed a desire to renew the lease and shall have duly observed and performed all the terms and conditions hereof, the lessor shall, unless the said lands are required for the purpose of the Port of Tuticorin grant to the lessee a new lease of the said lands by way of renewal for a further period of twentyfive years to commence from the date of the expiry hereof. If the lease is not renewed as aforesaid, the lessee shall be entitled to remove all the machinery, plant, installations, works or other structures, erected by the lessee on the said lands, within six months from the date of expiration of the lease without in anyway damaging or injuring the said lands and without claiming any compensation.” One of the arguments advanced against the grant of renewal was that the clause for renewal is vague and uncertain, and hence it will be hit by S. 29 of the Act. The Bench felt that the well-known maxim, which affords a key for the understanding of the text of S. 29 of the Act is “certum est quod certum reddi potest”, which means that that is sufficiently certain which can be made certain. The Bench felt no difficulty with regard to the working of the renewal clause since it was clear that the demised la nd had to be re granted by way of renewal for a further period of 25 years, to commence from the date of expiration of the lease. What had been argued before the Bench was that since no term fixing the consideration for such renewal is expressed there, the contract is void for uncertainty. Referring to the observations of the Chief Justice in Secretary of State for India v. Messrs. Volkart Bros. 1 the bench held that the fixation of rent, if not specifically agreed between the parties, is not a clause which is incapable of being made certain. Referring to the observations of the Chief Justice in Secretary of State for India v. Messrs. Volkart Bros. 1 the bench held that the fixation of rent, if not specifically agreed between the parties, is not a clause which is incapable of being made certain. The Bench also adverted, to ‘the decision of the Supreme Court in D.T. Mangalmurti v. State of Bombay 2, and ultimately the Bench observed that there is abundant authority for the proposition that a term in a lease, deed, which confers an entitlement on the lessee to obtain a renewal under certain conditions, and if such prescriptions to secure such entitlement are strictly adhered to by the lessee, and if he exercises the option in time and as mandated, the lessor is bound to grant a lease for a further term as agreed to on the same terms and conditions excepting for the renewal of the lease and for the same rent even if such rent has not been expressly fixed under the original contract of lease; but, at the same time, the arm of the Court can be extended in such cases to fix a fair and equitable rent having regard to the march of time and other prevailing circumstances, if a dispute arises as regards the fair and equitable rent to be paid by the lessee on such a renewal of lease. Here again, we find that the period of renewal stood set out in the renewal clause itself and the parties were left to work out the other terms and conditions over which no difficulty was felt by the Court to arrive at a reasonable solution. 20. The case law discussed above enables me to deduce the following principles to guide Courts on the question of enforceability of contracts where the voice of protest raised is that the terms are uncertain and are not capable of being made certain. 20. The case law discussed above enables me to deduce the following principles to guide Courts on the question of enforceability of contracts where the voice of protest raised is that the terms are uncertain and are not capable of being made certain. While Courts should always be anxious to give the relief of performance of contract within the limits prescribed by law, to keep up and respect the social and business ethics, certain ly it is not the duty of the Court to make a contract for the parties where the field to be trod upon is totally vacuum-filled (sic), while the rule certum est quod certum reddi potest — that is sufficiently certain which can be made certain’ — has got a place in the sphere of enforceability of contracts, it cannot be stretched too far to cover fields of total ambiguity. If conseneus ad idem is a matter of mere conjecture with regard to the terms and conditions on material aspects and if consensus ad idem is a matter to be arrived at in future such a contract is no contract at all in the eye of law, because it bristles with uncertainty, which can never be spruned by the application of the principle certum est quod cerium reddi po est . In the language of Lord Wright — ”the Court could not indeed make a contract for the parties or go outside the words they had used except in so far there were appropriate implications of law, as for instance, the implications of what was just and reasonable where the contractual intention was clear, but the contract was silent in some detail which the Court could thus fill in”. If there is an indication with certainty of the gamut within which the terms and conditions could be worked out, the Court would certainly lend its hand to that effect and settle such terms and conditions from the angle of reasonableness and fairness. But, if the whole thing is left in ambiguity and in uncertainty, the Court will also be helpless and it cannot assume the role of making a contract for the parties. If the parties have to arrive at a mutuality with regard to the salient terms and conditions of the contract and to play the game once again and agree, such a contract is not enforceable and is void for uncertainty. If the parties have to arrive at a mutuality with regard to the salient terms and conditions of the contract and to play the game once again and agree, such a contract is not enforceable and is void for uncertainty. It would be nothing else then a contract to enter into a contract. 21. As pointed out by the Bench in Khivraj Chordia v. ESSO Standard Eastern Inc. 1, if the parties fixed the measure by which they could agree to a particular thing being done and which would be the sine qua non for the renewal of a lease, so as to say that there were guidelines or hypotheses for working out the renewal within the ambit of reasonableness, then, the clause for renewal need not stand eschewed on the ground of uncertainty. But, if the entire gamut of terms and conditions have got to be worked out without even having a format set out in the original deed of lease, it would be practically calling upon the Court to make a new contract for the parties. That would be a case where neither the terms are certain or capable of being made certain and S. 29 of the Act would be squarely applicable to such cases. Certainly, it is not the duty of the Court to make out a new contract for the parties when nothing certain has been agreed upon between the parties. It is true, there is a line of cases relied on by the learned counsel for the appellant, but those cases are distinguishable. In those cases either the parties agreed that the renewal shall be on the same terms and conditions as the original lease, or there were some guidelines or hypotheses, such as the tenure of the lease, so as to enable the Court to come to the rescue of the party who wants the renewal if he is at logger heads with the other party on the other usual terms of the issue. If it is a question of rent for the renewed lease, the Court may adjudicate the controversy, taking note of the essential features therefor; circumscribed by the rule of reasonableness and fairness. If it is a question of rent for the renewed lease, the Court may adjudicate the controversy, taking note of the essential features therefor; circumscribed by the rule of reasonableness and fairness. There could also be contingency where the parties had a definite intention to have the renewal and did not-express an intention to settle new terms and conditions and that would be an agreement to renew the lease without anything more (underlined to empha sis), and renewal could be granted as per the original terms and conditions, of course, once again subject to the rule of reasonable ness and fairness. Such a principle has found countenance in H. T. Rajan v. C. N. Gopal 2 and Hitkarini Sabha v. Jabalpur Corporation 3 , But, if mutuality is yet to be arrived at with regard to future terms and conditions where the parties have consciously stipulated that the entire gamut of terms and conditions has got to be worked later and mutually arrived at, the matter cannot be taken out of the sphere of uncertainty and the Court cannot resolve such uncertain ty, because there is no guideline or hypo thesis for the Court to spell out the terms and conditions. The consensus ad idem is, yet to be arrived at. 22. Coming to the present clause for renewal, Cl. 4 (viii) in Ex. A-1 reads as follows: “4 (viii): On the expiry of the lease after the said period of fifteen years, this Lease may, if the Lessor does not intend to use the land for any purpose, be renewed for such further period and upon such revised rent and other terms and conditions as may be mutually agreed upon then between the Lessor and the Lessee.” Apart from the other expressions used, over which also there is a rage of controversy, the relevant set of expressions over which concentration is required on the question of the contract being void for uncertainty or otherwise is “this lease may be renewed for such further period and upon such revised rent and other terms and conditions as may be mutually agreed upon then between the lessor and the lessee”. The question to be posed is, was there a consensus ad idem on any common guideline or hypothesis for the purpose of working out the other terms and conditions of the lease to be renewed. The question to be posed is, was there a consensus ad idem on any common guideline or hypothesis for the purpose of working out the other terms and conditions of the lease to be renewed. The tenure of the renewed lease is yet to be settled. I need not overstress that it is a crucial term. In almost all the cases discussed above, the tenure was a matter of certainty. The revised rent, if the renewal clause was silent as to the formula, could be a matter for solution by Court, keeping in mind the rule of reasonableness and fairness. But, that is not the only matter to be solved. The entire gamut has got to be worked out and the whole matter is left in ambiguity. There is no guideline and there is no hypothesis on which the Court could indulge in working out the terms and conditions of the renewed lease. The consensus ad idem in respect of every aspect of the renewed lease is yet to be arrived at and the party anxiously stated that it shall be so arrived at by mutual agreement at a relevant point of time. This is not a case where the parties contemplated renewal without anything more, so as to go near the application of the theory of imposing the same terms and conditions of the original lease. Awareness and the intention to settle the entire gamut of the terms and conditions by future agreement to be mutually arrived at have been expressed in clear terras. In such circumstances, there is no scope for the Court to intervene and apply the rule cerium est quod certum reddi potest to find out the certainty for any salient term. The Court is called upon to make a contract for the parties and the well accepted interdict that the Court shall not make a contract for the parties, where there is complete lack of consensus ad idem on any common hypothesis or guideline, will intervene and the mischief of S. 29 of the Act will be attracted. It is not even possible in such a contingency to look into any extrinsic evidence to fill the vacuum, vagueness, and uucertainty found in the document itself. It is not even possible in such a contingency to look into any extrinsic evidence to fill the vacuum, vagueness, and uucertainty found in the document itself. In Keshavlal v. Lalbha P Mills Ltd 1 , the Supreme observed as follows:— “If, on a fair construction, the condi tion mentioned in the document is held to be vague or uncertain, no evidence can be admitted to remove the said vagueness or uncertainty. The provisions of S. 93, Evi dence Act are clear on this point. It is the language of the document alone that will decide the question. It would not be open to the parties or to the Court to attempt to remove the defect of vagueness or uncertain ty by relying upon any extrinsic evidence. Such an attempt would really mean the making of a new contract between the parties.” — pages 517-518 23. The law applied to the facts of the case leaves us with no alternative but to concur with the ultimate decision of the court below. I have already stated that I am adopting the reasoning of my learned brother, Mohan, J. on the other aspects of the case and I concur with him for the dis missal of the appeals.