ELIAS G. MIRZA for his Wife, ANISSA MIRZA, Sole Heir of the Late KALIL ZYBE, Appellant, v. T. L. CRUSOE, E. L. DIGGS-ROBERTS, E. M. DIGGSBARCLAY, and J. C. TETTEH, for the Executors and Executrix of the Estate of the Late M. D. CRUSOE, Appellees.

APPEAL FROM THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT, MONTSERRADO COUNTY. Argued March 22, 1960. Decided May 6, 1960. An option clause which provides for renewal of a lease on terms and conditions to be agreed upon by the parties is unenforceable for uncertainty. On appeal from a decree dismissing a bill in equity for cancellation of a lease agreement, judgment affirmed. J. C. N. Howard for appellant. Lawrence A. Morgan for appellee. MR. CHIEF JUSTICE WILSON delivered the opinion of the Court.* Briefly stated, the history of this case from the record certified to us reveals the following: On October 13, 1937, appellant’s late father contracted a lease agreement with appellees for Lot Number 325, situated on Water Street in the City of Monrovia. The period of lease covered by this contract was twenty years certain with an option of another twenty years, terms and conditions of the option to be agreed upon between the contracting parties. Three years before the expiration of the first twentyyear term, the appellees contracted a lease of said premises to one Ameen H. Saad, operative as from the expiration of the said term. * Mr. Justice Harris was absent because of illness and took no part in this case. 96 LIBERIAN LAW REPORTS Appellant considered this subsequent lease to be in violation of the agreement made by appellees with her late father, and therefore moved for cancellation of the Saad lease, claiming same to be surreptitious and an attempt to defraud her of the optional right reserved. Appellant further contended that to deprive her of her rights under the option would be unfair, considering that a building had been erected on the premises by her late father at a cost of $7,000, and that the lease payments made to appellees over a twenty-year period could not be amortized if the option right were not enforced. Appellees resisted the bill of complaint of appellant as being without legal merit and void of sufficient grounds to warrant cancellation of the Saad lease, alleging, in substance, as follows : 1. That the lease by the heirs of the late M. D. Crusoe and Ameen H. Saad having been executed to commence after the expiration of the agreement between appellant’s late father and appellees, a bill in equity to cancel appellee’s agreement with Ameen H. Saad could not be sustained. 2. That appellant’s complaint was void of any showing of any of the following grounds, namely : latent ambiguity or fraud ; actual fraud of the defendants in which plaintiff has not participated; fraud against the public, in which case, even though plaintiff had participated by allowing it to stand, public policy would be defeated ; or constructive fraud by both parties; but they are not in pan delicto. 3. That the optional term reserved in an agreement without consideration is void and does not create an estate in a lessee to such agreement; consequently lessee had no right to pray the cancellation of an agreement regularly executed, probated and registered without objections. 4. That appellant is not entitled to any equitable con- LIBERIAN LAW REPORTS 97 sideration having stood by and permitted, without objection the execution, probation and registration of the lease agreement now sought to be cancelled. It was at this point, that is to say, the filing of appellee’s answer, that pleadings in the case rested. Appellant and appellee having joined issue on the merits of the pleadings, the trial judge dismissed the complaint on the ground that: “Plaintiff’s option by the first lease not being enforceable because of uncertainty, he has no estate, nor can he so exercise same in the land, the subject of these proceedings beyond the certain period of this leasehold which ended October 13, 1957.” The bill for cancellation was therefore denied, and the lease agreement which it sought to have cancelled was upheld and ordered not disturbed. The ruling handed down by the trial judge is a summation of all of the points raised in the complaint and answer; and these, besides the history of the transaction involving the twenty-year lease, strike us to be only two, namely, the option clause in said lease, and a clause which binds the contracting parties to a faithful fulfilment of the terms and conditions of said lease. For the sake of this opinion we will quote them as follows : “Lessee is also hereby granted an option of twenty (2o) calendar years, terms and conditions to be agreed upon. “It is mutually agreed by the parties hereto that this lease shall be binding upon both parties, their heirs, assigns, administrators and executors for the term of twenty years herein agreed upon; the lessee has the privilege of twenty years on terms and conditions to be agreed upon.” Appellant’s bill of exceptions merely goes to rehearse the court’s decree from which this appeal has come, insisting that it was error for the court to have so ruled. It remains now with this Court, after taking into con- 98 LIBERIAN LAW REPORTS sideration the points raised in the pleadings and the lower court’s ruling thereon made, to say whether this ruling should be affirmed. There is no showing by plaintiff, now appellant, in her complaint, of any claim of violation of the contract of lease made between her late father and appellees, save that the optional period of twenty years, secured to her by said lease, should be enjoyed by her, and that the act of appellees in contracting a lease of said premises to a third party after the expiration of the said first twenty years was in violation of said lease contract. The only issue, therefore, which presents itself for our consideration is whether a lease agreement which reserves an option for a future period under terms and conditions to be agreed upon is binding on lessors and therefore enforceable merely because appellees agreed to be bound by the terms of said contract. Authorities agree that a contract which covenants a renewal upon terms and conditions to be agreed upon is void. “Like other contracts or agreements for a lease, the provision for a renewal must be certain in order to render it binding and enforceable. Indefiniteness, vagueness, uncertainty in the terms of such a provision will render it void unless the parties by their subsequent conduct or acts supplement the covenant and thus remove an alleged uncertainty. The certainty that is required is such as will enable a court to determine what has been agreed upon. A covenant to renew upon such terms as may be agreed upon is void for uncertainty. …” 32 Am. JuR. 8o6 Landlord and Tenant � 957. What possibly could have been in the mind of the appellant’s late father when he contracted said lease and secured no definite conditions under which the optional period would be enjoyed, could not be explained, when questioned from this bench on the point. LIBERIAN LAW REPORTS 99 Because of the ineffectiveness and unenforceable nature of a contract providing no conditions under which an option to a lease may be enjoyed by a lessee, the lessee runs the risk of not being able to come to any satisfactory terms with the lessor when the optional period becomes due. Such speculation and risk cannot be recognized as a vested right for a continued occupation of said premises under this uncertain optional clause and against the right of appellee of leasing said premises to a third party at the end of the first twenty years of the contract which carried the conditions under which said first twenty years were to be enjoyed by lessee, appellant herein. Thus, from all of the facts and circumstances disclosed by the record certified to us, the arguments advanced by lawyers for both parties and the law statutory and common, cited, supra, we are of the considered opinion that the ruling of the trial judge dismissing the complaint of the present appellant is legally sound and is therefore affirmed with costs against appellant; and it is so ordered. Affirmed.