Wednesday, 3 September 2014

When court should not decree suit for specific performance of contract?


This position of the law has been carefully enunciated  by  this
Court in the case of A.C. Arulappan v. Ahalya Naik[1], wherein it  was  held
that:-

               “If under the terms of the contract  the  plaintiff  gets  an
               unfair advantage  over  the  defendant,  the  court  may  not
               exercise its discretion in favour of the  plaintiff....If  it
               is inequitable to grant specific relief, then also the  court
               would desist from granting a decree to the plaintiff.”



It is clear that it will be  inequitable  to  grant  a  decree  of  specific
performance in this  case  where                    it  is  clear  that  the
plaintiffs have an unfair advantage over the defendants and the Trial  Court
has rightly exercised its discretion not to grant specific performance.
 NON-REPORTABLE

      IN THE SUPREME COURT OF INDIA                         CIVIL APPELLATE
                                JURISDICTION

 CIVIL APPEAL NOS.4597-4598 OF 2014                      (Arising out of SLP
                        (C) Nos. 31491-31492 of 2012)





SHAMSHER SINGH & ORS                         ……APPELLANTS

                                   Versus

RAJINDER KUMAR & ORS                   ….RESPONDENTS
V.Gopala Gowda, J.
Citation; AIR 2014 SC2253

      Leave granted.

2.    These appeals have been preferred  by  the  appellants  (the  original
defendants)  against  the  common  Judgment  and  final  Order  dated   17th
September,  2012  passed  by  the  High  Court  of  Punjab  and  Haryana  at
Chandigarh in RSA Nos. 2871 & 1543 of 2012. By the said  impugned  judgment,
two separate RSAs filed by the appellants against  the  common  judgment  of
First Appellate Court were dismissed by the High Court.

3.  The factual matrix of the case is as follows:


      The respondents  (original  plaintiffs)  filed  a  suit  for  specific
performance against the appellants herein  alleging  that  an  agreement  to
sell dated 3rd June, 2002 was entered between them with respect to the  suit
land.  It  was  alleged  that  out   of    [pic]3,00,000/-   (total   agreed
consideration),   [pic]2,00,000/- had already been paid  by  the  plaintiffs
on 3rd June, 2002 and as per agreement, the balance amount were to  be  paid
at the time of execution of sale deed, i.e. on 20th December, 2002.  It  was
further alleged that later, the defendant-appellants  became  dishonest  and
wanted to sell the land to some other persons. Therefore, they had  to  file
the suit.

4. The defendants filed their written statement contending in that they  had
never entered into any agreement to sell the suit land  to  the  plaintiffs.
It was also contended that the alleged agreement to sell was  a  product  of
forgery and fabrication and so, it  was  null  and  void.  The  Trial  Court
having considered the contention of both the  parties,  partly  decreed  the
suit of the plaintiffs on 13th May, 2009 and directed the defendants to  pay
      [pic]3,00,000/- to the plaintiffs along with simple interest  @9%  per
annum from the date of execution of the agreement to sell till the  date  of
payment.

5. Being aggrieved by the  Judgment  and  Decree,  the  defendant-appellants
filed Civil Appeal No. 74 of 2009 on the ground that the  alleged  agreement
to sell was not valid and legal and the appellants never  intended  to  sell
the suit land. They further contended that there was no signature of any  of
the attesting witness on the receipt of the earnest money and the  land  was
already under mortgage with the banks and so there was no  question  of  any
agreement to sell and urged other grounds as well.

6. The plaintiffs also filed a Special Civil Appeal No. 102 of 2009  against
the judgment and decree dated 13th May, 2009 with prayer  for  direction  of
execution of sale deed and transfer of possession of  the  suit  land.  Both
the appeals were disposed of  by  the  First  Appellate  Court  vide  common
judgment and order dated 17th February,  2012.  The  Appellate  Court  while
dismissing the appeal preferred by  the  defendant-appellants,  allowed  the
appeal preferred by the plaintiff-respondents and  directed  the  defendant-
appellants to get the sale deed executed and registered  in  favour  of  the
plaintiff-respondents.

7. Second appeals preferred by the defendant-appellants against  the  common
judgment passed by the First Appellate  Court  were  dismissed  by  impugned
common judgment dated 17th September, 2012. Hence, these appeals.

8.    The main issues in this case are (i)  whether  a  decree  of  specific
performance can be passed with respect to the purported  agreement  of  sale
between the plaintiff and the defendants  and  (ii)  whether  the  defendant
nos.1 to 3 could have entered into this purported  agreement  of  sale  with
respect to the fact that their land has been contended to be mortgaged  with
the defendant nos.4 and 5 as security for loans that they  have  taken.  The
first appellate court as well as the High Court have  decreed  the  specific
performance, ordering the defendants to enforce the agreement of  sale,  Ex.
P-2. The Trial Court, on the other hand, did not grant  decree  of  specific
performance, but instead passed a decree ordering the defendants  to  return
[pic]3,00,000/- with interest  to  the  plaintiffs  on  the  ground  that  a
balanced approach should be taken as the plaintiffs should be protected  and
the defendant nos. 1 to 3 should not  be  disproportionately  penalized  and
that the administration of justice requires that the defendant nos. 1  to  3
should  be  directed  to  return  the  amount  of  [pic]3,00,000/-  to   the
plaintiffs along with simple interest @  9%  per  annum  from  the  date  of
execution of the agreement of sale till  the  date  of  payment.  The  Trial
Court further went on to observe that if the defendants directed to  execute
the agreement of sale, then comparatively greater hardship would  be  caused
to them. The first appellate court, on the ground that the  defendants  have
not taken a plea of hardship has reversed the judgment of the  Trial  Court,
decreeing specific performance of  the  agreement  of  sale,  directing  the
defendants to execute the sale  deed  and  register  it  in  favour  of  the
plaintiffs on the basis of the agreement to sell, Ex.  P-2.  The  plaintiffs
were directed to  deposit  the  balance  sale  consideration  minus  earnest
amount already paid, within one month of  the  order.  The  High  Court  has
upheld the order and judgment of the first appellate court.

9. After going through the findings and reasons recorded  by  the  appellate
courts and the impugned judgment and with reference to the questions of  law
raised in these appeals and grounds  urged  in  support  of  the  same,  the
following points would arise for our consideration:

        1) Whether the concurrent finding of the second appellate  court  in
           reversing the finding of the  Trial  Court  in  its  judgment  to
           exercise discretionary power not  to  grant  decree  of  specific
           performance as provided under Section 20(2) (a) and  (b)  of  the
           Specific Relief Act, 1963, after referring to  Exs.P-2,  P-8  and
           other relevant facts, is legal and valid?

        2) Whether the appellate courts were right in ignoring the  relevant
           legal aspect of the  case  viz.  whether  the  vendors,  who  had
           mortgaged the schedule property to the banks, had  the  right  to
           enter into agreement and whether such agreement is valid  and  in
           that case, do the plaintiffs then have  the  right  of  enforcing
           such agreement without asking the vendor to redeem  the  mortgage
           in relation to the suit schedule property and obtaining  a  valid
           discharge?

        3) What order/decree are the appellants entitled to?

Answer to point no.1

10. The High Court has erred in law in dismissing the  Second  Appeal  filed
by the defendants questioning the correctness of the judgment and decree  of
the First Appellate Court in reversing  the  judgment  of  the  Trial  Court
wherein it has decreed a sum of  [pic]3,00,000/-  with  9%  interest  to  be
paid  to  the  plaintiffs  in  lieu  of  granting  the  relief  of  specific
performance in relation to  the  property  in  question  in  favour  of  the
plaintiff by exercising its sound discretionary power  under  Section  20(2)
(a) and (b) of the Act. This judgment and  decree  of  the  First  Appellate
Court was challenged by the defendants urging  various  legal  grounds.  The
High Court should have examined the case  of  the  defendant  Nos.  1  to  3
keeping in view the discretionary power  conferred  upon  the  courts  below
while examining the respective claim  and  counter  claims  of  the  parties
particularly in the light of the covenants in the agreement of sale,  Ex.P-2
and also with reference to exhibit P-8, the compromise  arrived  at  between
the parties at the Police  Station.  The  appellate  courts  have  erred  in
holding that the agreement of sale was proved by the  plaintiff  though  the
defendant Nos. 1 to 3 in their statement denied the  execution  and  pleaded
that it is a mortgage and not an agreement of sale.   The  said  finding  of
fact recorded by the Trial Court was annulled by the First  Appellate  Court
in exercise of its appellate  power  without  examining  the  pleadings  and
substantiated evidence on record particularly the recitals of the  agreement
of sale and the compromise deed between the  parties.  Therefore,  the  said
finding of fact recorded by the  First  Appellate  Court  in  reversing  the
finding of the Trial Court recorded on the contentious  issue  is  not  only
erroneous  but also suffers from error in law.  Therefore,  the  substantial
question of law that would arise in the Second Appeal before the High  Court
namely, is whether the finding  of  the  Trial  Court  in  exercise  of  its
discretionary power under Section 20(2) (a) and  (b)  of  the  Act  must  be
reversed, keeping in view the Exhibit P-8, the compromise deed and  awarding
monetary decree of   [pic]3,00,000/-  though  the  advance  amount  paid  is
[pic]2,00,000/-  is  contrary  to  the  legal  evidence  and  the  statutory
provisions of Section 20(2) (a) and  (b)  and  also  Section  21(2)  of  the
Specific  Relief  Act.  We  have  considered  this  question  of  law  while
answering the point No. 1 framed in these appeals  in  favour  of  defendant
Nos. 1 to 3.

11.  An extremely important aspect of this case is the compromise,  Ex.  P-8
which had been arrived at between the parties to  the  suit,  and  has  also
been brought on record as evidence. The Trial Court relied on  the  same  to
show that the defendants have agreed to the agreement of  sale  and  at  the
compromise arrived at by the parties at the Police  Station,  the  condition
agreed upon was that the defendant Nos. 1 to  3  would  return  the  earnest
amount. The  said  compromise  also  bears  the  thumb  impressions  of  the
defendants. The Trial  Court  held  that  the  compromise  is  an  important
document that contradicts the version put forth by  the  defendants,  as  it
has been stated in the compromise that the defendants  had  expressed  their
willingness to execute  the  sale  deed  uptil  25.07.2002.  The  defendants
cannot then do a u-turn and deny the existence of  the  agreement  of  sale.
Thus, on this ground too, we have to hold  that  since  the  defendants  had
agreed to return the amount as per  the  compromise,  the  judgment  of  the
Trial Court decreeing return of an amount of       [pic]3,00,000/-  with  9%
simple interest from the date of execution of the  agreement  of  sale  till
the date of payment, must  be  upheld  and  that  of  the  appellate  courts
decreeing specific performance be rejected.

      Therefore, the first appellate court  has  grossly  erred  in  law  by
decreeing the suit for specific performance  considering  the  well-reasoned
order of the Trial Court. The High Court has  also  erroneously  upheld  the
same.  As per section 20(2)(b) of the Specific  Relief  Act,1963  (in  short
“the Act”), the jurisdiction to grant  decree  of  specific  performance  is
discretionary and section 20(2) lists the  cases  in  which  the  court  may
properly exercise discretion not to grant decree  of  specific  performance.
Section 20(2) (a) and (b) reads thus:

             “(2) The following are cases in which the  court  may  properly
             exercise discretion not to decree specific performance:-

                 (a) where the terms of the contract or the conduct  of  the
                 parties at the time of entering into the  contract  or  the
                 other circumstances under which the  contract  was  entered
                 into are such that the contract, though not voidable, gives
                 the plaintiff an unfair advantage over the defendant; or

                 (b) where the performance of  the  contract  would  involve
                 some hardship on the defendant which  he  did  not  foresee
                 whereas its non-performance would involve no such  hardship
                 on the plaintiff.”



12.   On perusal of the original records in this case, it has come to  light
that both  the  purported  agreement  of  sale,  Ex.  P-2  as  well  as  the
compromise, Ex.P-8 have major discrepancies  in  them.  Certain  clauses  in
both the documents seem to unduly favour  the  plaintiffs.  In  Ex.P-2,  the
operative part of the agreement of sale which is originally  in  Hindi,  the
English translation of the same reads as under:

           “….The last date for execution of sale deed  is  fixed  as  20th
           December, 2002. By that date if the seller fails to get the sale
           deed executed in favour of the buyer then the  seller  will  pay
           the amount double of the advance money taken, and if by the  due
           date the buyer does not get the  sale  deed  executed  then  the
           advance money paid by him  will  be  forfeited  and  instead  of
           claiming compensation the buyer shall have the right to get  the
           sale deed executed through court in his name or in anyone else’s
           name without paying the balance amount and the seller will  have
           no right of any objection.  The buyer shall bear  all  costs  of
           registration……”



This does not seem equitable and it  seems  unlikely  that  a  seller  would
agree to such a clause. This seems  to  be  a  clear  case  of  terms  of  a
contract resulting in an  unfair  advantage  for  the  plaintiffs  over  the
defendants. Since the defendants are disputing the  agreement  of  sale  and
claiming that the document on which they put their thumb impressions was  in
fact a mortgage deed in lieu of the loan of   [pic]85,000/-  that  they  had
asked from  the  plaintiffs  for  their  household  expenses,  it  puts  the
plaintiffs in a position of ‘unfair advantage’  over  the  defendants,  thus
bringing the case for not granting decree  of  specific  performance  within
Section 20(2)(a)of the Act. Further, the Trial Court has  clearly  explained
the reasons for not granting a decree of specific  performance  and  instead
granted a decree for recovery of the money  from  the  defendants  and  this
falls squarely within the conditions set out in Section 20(2)  (a)  and  (b)
of the Act. This position of the law has been carefully enunciated  by  this
Court in the case of A.C. Arulappan v. Ahalya Naik[1], wherein it  was  held
that:-

               “If under the terms of the contract  the  plaintiff  gets  an
               unfair advantage  over  the  defendant,  the  court  may  not
               exercise its discretion in favour of the  plaintiff....If  it
               is inequitable to grant specific relief, then also the  court
               would desist from granting a decree to the plaintiff.”



It is clear that it will be  inequitable  to  grant  a  decree  of  specific
performance in this  case  where                    it  is  clear  that  the
plaintiffs have an unfair advantage over the defendants and the Trial  Court
has rightly exercised its discretion not to grant specific performance.

      Further we find it necessary to refer  to  para  3  of  the  pleadings
wherein it is stated as under:-

                “3. That the defendants no.1 to 3 entered into an  agreement
                to sell the suit land as detailed and described in the  head
                note  of  the  plaint  with  plaintiffs   for   a   sum   of
                [pic]3,00,000/- (Rs. Three Lacs) and they executed agreement
                to sell dated 3.6.2002 and received earnest money  of  [pic]
                2,00,000/-(Rs. Two Lacs) and executed a valid receipt on the
                foot of the agreement to sell dated 3.6.2002 in the presence
                of witnesses.”



This receipt has been executed on the same day,  i.e.  on  3-6-2002  as  the
agreement of sale, and the terms of the receipt are in direct  contradiction
with the terms of the agreement, as the receipt  says  that  [pic]2,00,000/-
has been received by the defendant Nos.1 to 3 whereas the agreement of  sale
speaks only of [pic]1,00,000/- that has  changed  hands  and  the  plaintiff
will pay the defendant Nos.1 to 3 the remaining [pic]2,00,000/- at the  time
of registration. Further, in the  written  statement,  the  defendants  have
pleaded that they only took a loan of [pic]85,000 and mortgaged  their  land
as security and were tricked into putting their  thumb  impressions  on  the
purported agreement of sale.

      It is clear from all this that the discrepancies make it difficult for
us to accept that the defendant Nos.1 to 3 have intended for this to  be  an
agreement of sale and it is extremely likely that the  plaintiff  has  tried
to take unfair advantage of them. It is prudent on our part,  therefore,  to
uphold the Trial Court’s judgment not to decree specific performance of  the
purported agreement of  sale.  We  will  modify  the  Trial  Court’s  decree
insofar as the amount is concerned and order the defendant  Nos.1  to  3  to
return [pic]2,00,000/- with interest and not an  amount  of  [pic]3,00,000/-
as directed by the Trial Court.
















 Answer to point no.2

13. Another important aspect of this case that has slipped the eyes  of  the
courts below is the question of  the  mortgage  of  the  suit  property,  as
pleaded by the defendant Nos. 4 and  5.  They  placed  the  confirmation  of
mutation in favour of the Bank, Ex. D-1 and the Mortgage deed,  Ex.  D-2  as
evidence. The plaintiffs have referred to  the  same  in  para  2  of  their
pleadings and the defendants, in reply have  admitted  this  in  para  2  of
their written statement wherein they have stated that  it  is  a  matter  of
record that they have mortgaged their portion  of  the  land  in  favour  of
defendant Nos. 4 and 5. More importantly, the plaintiffs have  admitted  the
same in para 2 of their plaint, therefore it was  in  their  knowledge  that
the land in question was already mortgaged with  defendant  Nos.  4  and  5.
There has been no finding recorded on  the  same  by  either  the  appellate
courts or the Trial Court and as per Section 13(c)  of  the  Act,  when  the
vendor (the defendants herein) professes to sell unencumbered  property  but
the same is mortgaged, then the vendor has only a right  to  redeem  it  and
the purchaser may compel him to redeem the mortgage and to  obtain  a  valid
discharge. This aspect of the matter, too, has not been dealt  with  by  the
Trial Court or the appellate courts.



Answer to point no.3



14. Thus, the judgment and order of the Trial Court  must  be  modified  and
the judgments and orders of the appellate courts  must  be  reversed.  There
are many discrepancies on the face of this case and the  Trial  Court  would
have done well to examine all the evidence with care  and  diligence,  which
has not been done in the present case. In spite of the  same,  it  would  be
prudent to uphold the judgment and decree of the Trial  Court  by  modifying
it instead of the judgments and orders of the appellate  courts  which  have
decreed the original suit for specific performance of the agreement to  sell
the suit schedule property.

15. For the foregoing reasons,  these  appeals  are  allowed,  the  impugned
judgment and order passed by the High Court is set aside  and  the  judgment
and decree passed by the Trial  Court  in  Civil  Suit  no.755  of  2003  is
modified in the aforesaid terms. We thereby, order and direct the  defendant
Nos.1    to    3    to    repay    the    plaintiff     an     amount     of
[pic]2,00,000/- with interest @6% per annum within six weeks from  the  date
of receipt of the certified copy of this judgment.







                             ………………………………………………………………………J.


                             [SUDHANSU JYOTI MUKHOPADHAYA]




                              ………………………………………………………………………J.
           [V. GOPALA GOWDA]

New Delhi,                                     April 16, 2014

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[1]    (2001) 6 SCC 600



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