Contractual extension terms must be certain; an indefinite time-extension clause was treated as unenforceable.

A contractual agreement to extend time for performance may be established by oral evidence or conduct, but the extension must be stated with sufficient certainty. Where the enlarged period was tied to the cessation of mill stoppages and the return to normal conditions, the language was held too indefinite because no clear standard existed to ascertain the extended time. Since the written letter formed the basis of the alleged extension, its uncertainty could not be cured by extrinsic evidence. The stated result was that the extension was void for vagueness and uncertainty and therefore unenforceable.

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Issues: Whether the alleged agreement extending time for performance of the contract was binding and enforceable, or void for vagueness and uncertainty.

Analysis: The parties could validly agree to extend time for performance under the governing contract law, and such agreement could be proved by oral evidence or conduct. On the facts, acceptance of the proposal for extension was accepted, but the letter granting extension linked the enlarged time to the period during which the mills were stopped and until the normal state of affairs recurred. The latter condition was held to be indeterminate, because the expression lacked a clear and definite standard by which the extended period could be ascertained. Since the document itself was the foundation of the alleged extension, its uncertainty could not be cured by extrinsic evidence.

Conclusion: The agreement to extend time was void for vagueness and uncertainty and therefore unenforceable; the appeal failed.

Ratio Decidendi: Where the language of a contractual extension clause is so vague that the period of performance cannot be ascertained with certainty, the clause is void and cannot be validated by external evidence.

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