In view of the above, we hold that Defendant No. 1
lacked the authority to bind Defendant Nos. 6 to 8 in
the agreement to sell dated 06.06.1993. The General
Power of Attorney did not confer upon him the power
to sell the property on behalf of his sisters at the time
of the agreement, having been impliedly revoked by
the partition deed. The agreement was, therefore,
incomplete and unenforceable against Defendant
Nos. 6 to 8, who collectively held a majority share in
the property. The plaintiffs' knowledge of the
necessity of obtaining the sisters' consent, coupled
with their failure to secure such consent, renders the
agreement ineffective against Defendant Nos. 6 to 8.
Consequently, the agreement cannot be specifically
enforced against them, and the plaintiffs cannot
claim any right over their shares in the property
based on the said agreement.{Para 18}
REPORTABLE
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO.613 OF 2017
JANARDAN DAS & ORS. Vs DURGA PRASAD
AGARWALLA & ORS.
Citation: 2024 INSC 778.
1. The present appeal arises from the judgment and
order dated 25.10.2013 passed by the High Court of
Orissa at Cuttack in First Appeal No. 185 of 1997,
wherein the High Court reversed the judgment of the
Civil Judge (Senior Division), Baripada, dated
17.05.1997 in T.S. No. 103 of 1994. The High Court
decreed the suit for specific performance filed by the
plaintiffs (Respondent Nos. 1 & 2 herein), directing
the defendants, including the present appellants
(Defendant Nos. 9 to 11), to execute a sale deed in
favour of the plaintiffs. Aggrieved by this decision, the
Page 2 of 26
defendant nos. 9 to 11 have approached this Court
by way of the present appeal.
2. The relevant facts giving rise to the original suit are
as follows:
2.1. Late Surendranath Banerjee was the original
owner of the suit property situated in Baripada,
Odisha. Upon his demise on 03.07.1980, the
property devolved equally among his five heirs:
two sons—Defendant No. 1 (Binayendra
Banerjee) and late Soumendra Nath Banerjee—
and three daughters—Defendant Nos. 6 to 8
(Smt. Rekha Mukherjee, Smt. Sikha Das, and
Smt. Monila Pal).
2.2. On 14.04.1993, an oral agreement was entered
into between all the co-owners (Defendant Nos.
1 to 8) and the appellants (Defendant Nos. 9 to
11), wherein the co-owners collectively agreed to
sell the suit property to the appellants for a total
consideration of ₹4,20,000. This agreement was
the culmination of mutual discussions and a
longstanding understanding between the
parties, reflecting the genuine intent of all coowners to transfer the property to the
appellants.
Page 3 of 26
2.3. Meanwhile, on 06.06.1993, the plaintiffs
(Respondent Nos. 1 & 2), who are dealers
operating a petrol pump on the suit land under
a dealership agreement with Defendant No. 12
(Hindustan Petroleum Corporation Limited),
allegedly entered into an agreement to sell with
Defendant No. 1 and late Soumendra for the
purchase of the suit property for a total
consideration of ₹5,70,000 paying ₹70,000 as
earnest money. The agreement stipulated that
the sisters (Defendant Nos. 6 to 8) would come
to Baripada within three months to execute the
sale deed, as they were unable to do so at the
time of the agreement. As per the terms of the
agreement, the sale deed was to be executed
before 30.09.1993.
2.4. It is pertinent to note that the agreement dated
06.06.1993 was executed solely by Defendant
No. 1 and late Soumendra, without any
signatures, written consent, or explicit
authorization from Defendant Nos. 6 to 8, who
collectively held a significant 3/5th share in the
property. The plaintiffs were aware that without
the participation and consent of the sisters, a
Page 4 of 26
valid and enforceable sale could not be
completed.
2.5. The alleged authority of Defendant No. 1 to act
on behalf of his sisters was based on an
unregistered General Power of Attorney (GPA)
dated 30.12.1982. However, this GPA was
limited in scope, primarily authorizing
Defendant No. 1 to manage certain aspects of
the property, such as collecting rent. Moreover,
the GPA was effectively revoked by a registered
partition deed dated 17.02.1988, wherein the
co-owners partitioned the property and
specifically limited Defendant No. 1's authority
to collection of rent, with no mention of any
power to sell the property on behalf of the
sisters.
2.6. In fulfilment of the prior oral agreement dated
14.04.1993, and after ensuring the
participation and consent of all co-owners,
Defendant No. 1, late Soumendra, and
Defendant Nos. 6 to 8 executed a registered sale
deed on 27.09.1993 in favor of the appellants
(Defendant Nos. 9 to 11) for a consideration of
₹4,20,000. The appellants who are bona fide
Page 5 of 26
purchasers, acted in good faith and completed
the transaction with all the five rightful owners,
and accordingly acquired valid title to the
property.
2.7. The plaintiffs (Respondent Nos. 1 & 2), despite
being aware of the necessity of obtaining
consent from Defendant Nos. 6 to 8 and the
limitations of Defendant No. 1's authority, filed
T.S. No. 103 of 1994 before the Civil Judge
(Senior Division), Baripada. They sought
specific performance of the alleged agreement
dated 06.06.1993 or, in the alternative, specific
performance to the extent of the shares of
Defendant No. 1 and late Soumendra. The
plaintiffs, as dealers operating on the suit land,
aimed to secure ownership of the property to
further their commercial interests.
3. Before the Trial Court, the plaintiffs contended that
they had entered into a valid and enforceable
agreement to purchase the suit property from
Defendant No. 1 and late Soumendra on 06.06.1993
for a total consideration of ₹5,70,000, paying ₹70,000
as earnest money. They asserted that Defendant No.
1 was authorized to act on behalf of Defendant Nos.
Page 6 of 26
6 to 8 by virtue of the General Power of Attorney dated
30.12.1982 (Ext.1), which empowered him to sell the
property. The plaintiffs emphasized that the
agreement stipulated the sisters (Defendant Nos. 6 to
8) would come to Baripada within three months to
execute the sale deed, and they were assured by
Defendant No. 1 and late Soumendra that the sisters
had consented to the sale. They maintained that they
were always ready and willing to perform their part of
the contract, including paying the balance
consideration and completing the sale. Furthermore,
they argued that the subsequent sale deed executed
on 27.09.1993 in favour of Defendant Nos. 9 to 11
was invalid and not binding on them, as it was
executed with full knowledge of the prior agreement
with the plaintiffs.
4. The defendants, in their respective written
statements, refuted the plaintiffs' claims. They
contended that Defendant No. 1 did not have the
authority to sell the property on behalf of Defendant
Nos. 6 to 8. They argued that the General Power of
Attorney (Ext.1) was limited in scope and effectively
revoked by the partition deed dated 17.02.1988
(Ext.6/a), which allocated specific shares to each co-
Page 7 of 26
owner and only authorized Defendant No. 1 to collect
rent, not to sell the property. The defendants
maintained that the agreement dated 06.06.1993
was incomplete and unenforceable, as it was
contingent upon obtaining the consent and
participation of Defendant Nos. 6 to 8, which was
never secured. They further asserted that the
plaintiffs failed to fulfil the terms of the agreement,
particularly in not ensuring the presence and
consent of the sisters within the stipulated time,
indicating lack of readiness and willingness to
perform their obligations. The defendants highlighted
that the sale deed executed on 27.09.1993 in favour
of Defendant Nos. 9 to 11 was valid, having been
executed with the full consent and participation of all
co-owners, including Defendant Nos. 6 to 8. They
asserted that the appellants were bona fide
purchasers for value without notice of any
enforceable prior agreement, rendering the plaintiffs'
claims untenable
5. The Trial Court, after framing issues and examining
the evidence, dismissed the suit of the plaintiffs for
specific performance. The key findings of the Trial
Court were as follows:
Page 8 of 26
5.1. The Court found that the agreement dated
06.06.1993 was executed only by Defendant No.
1 and late Soumendra, without any signatures
or explicit consent from Defendant Nos. 6 to 8.
The agreement itself acknowledged that the
sisters were not present and their willingness
needed to be secured, stating that they would
come to Baripada within three months to
execute the sale deed.
5.2. The Trial Court examined the General Power of
Attorney and concluded that it did not explicitly
authorize Defendant No. 1 to sell the property
on behalf of the sisters. Moreover, the GPA was
impliedly revoked by the subsequent partition
deed (Ext.6/a), which allocated specific shares
to each co-owner and only authorized
Defendant No. 1 to collect rent, not to sell the
property.
5.3. The agreement was deemed incomplete and
unenforceable against Defendant Nos. 6 to 8, as
their consent and participation were essential
for a valid sale. The agreement's reliance on
future consent rendered it a contingent contract
Page 9 of 26
that did not materialize within the stipulated
time.
5.4. The Court observed that the plaintiffs failed to
demonstrate continuous readiness and
willingness to perform their part of the contract.
They did not take effective steps to secure the
consent and presence of the sisters within the
three-month period specified in the agreement.
Their inaction and reliance solely on Defendant
No. 1 and late Soumendra indicated a lack of
diligence and commitment to fulfilling the
contractual obligations.
5.5. The Court considered whether specific
performance could be granted for the 2/5th
share belonging to Defendant No. 1 and late
Soumendra. It concluded that such partial
enforcement was impractical and inequitable,
given the nature of the property and its existing
lease to Defendant No. 12. Splitting ownership
would complicate the tenancy and could not be
reasonably executed.
5.6. The Court held that the sale deed dated
27.09.1993 executed in favour of Defendant
Nos. 9 to 11 was valid and binding. The
Page 10 of 26
appellants were bona fide purchasers who had
completed the transaction with all rightful
owners, including Defendant Nos. 6 to 8. The
plaintiffs' prior agreement did not create any
interest in the property that could invalidate the
appellants' title. Recognizing that the plaintiffs
had paid ₹70,000 as earnest money, the Court
ordered that they were entitled to a refund of
this amount with pendente lite and future
interest at 6% per annum from Defendant Nos.
1 to 5 (the legal heirs of late Soumendra
included).
6. Aggrieved by the Trial Court's judgment, the plaintiffs
filed a first appeal before the High Court of Orissa.
On appeal, the High Court reversed the Trial Court's
judgment and decreed the suit in favour of the
plaintiffs. It held that the General Power of Attorney
dated 30.12.1982 was valid and conferred authority
upon Defendant No. 1 to act on behalf of Defendant
Nos. 6 to 8, rejecting the notion that it was impliedly
revoked by the partition deed dated 17.02.1988. The
High Court found that the alleged revocation of the
GPA was forged and not genuine. It concluded that
the agreement dated 06.06.1993 was valid and
Page 11 of 26
enforceable against all defendants, including the
sisters, and that the plaintiffs were always ready and
willing to perform their part of the contract.
Consequently, the High Court granted specific
performance of the contract, directing all defendants,
including Defendant Nos. 9 to 11 (appellants herein),
to execute the sale deed in favour of the plaintiffs
upon payment of the balance consideration.
7. Aggrieved by the judgment and decree of the High
Court, the appellants (Defendant Nos. 9 to 11) have
preferred the present appeal before this Court.
Having heard the learned counsel for both parties
and perused the records, the following main issues
arise for determination:
I. Whether the plaintiffs proved their continuous
readiness and willingness to perform their part of
the contract as mandated under Section 16(c) of
the Specific Relief Act, 1963.
II. Whether the agreement to sell dated 06.06.1993
was valid and enforceable against Defendant Nos.
6 to 8, considering that Defendant No. 1 lacked the
authority to act on their behalf without a valid and
subsisting General Power of Attorney.
Page 12 of 26
III. Whether the relief of specific performance, being
discretionary, having been denied by the Trial
Court was rightly granted by the High Court in the
facts and circumstances of the present case.
I. Readiness and Willingness of the Plaintiffs to
Perform the Contract
8. Section 16(c) of the Specific Relief Act, 1963,
mandates that a plaintiff seeking specific
performance of a contract must aver and prove that
they have performed or have always been ready and
willing to perform the essential terms of the contract
which are to be performed by them. This requirement
is a condition precedent and must be established by
the plaintiff throughout the proceedings. The
readiness and willingness of the plaintiff are to be
determined from their conduct prior to and
subsequent to the filing of the suit, as well as from
the terms of the agreement and surrounding
circumstances. The rationale behind this provision is
to ensure that a party seeking equitable relief has
acted equitably themselves. Specific performance is a
discretionary relief, and the plaintiff must come to the
Page 13 of 26
court with clean hands, demonstrating sincerity and
earnestness in fulfilling their contractual obligations.
Any laxity, indifference, or failure to perform their
part of the contract can be a ground to deny such
relief. The importance of readiness and willingness
for enforcement of specific performance has been
summarized by this Court in U.N. Krishnamurthy v.
A.M. Krishnamurthy1
, as follows:
“23. Section 16 (c) of the Specific Relief Act, 1963 bars
the relief of specific performance of a contract in
favour of a person, who fails to aver and prove his
readiness and willingness to perform his part of
contract. In view of Explanation (i) to clause (c) of
Section 16, it may not be essential for the plaintiff to
actually tender money to the defendant or to deposit
money in court, except when so directed by the Court,
to prove readiness and willingness to perform the
essential terms of a contract, which involves payment
of money. However, Explanation (ii) says the plaintiff
must aver performance or readiness and willingness
to perform the contract according to its true
construction.
24. To aver and prove readiness and willingness to
perform an obligation to pay money, in terms of a
1
(2023) 1 SCC 775
Page 14 of 26
contract, the plaintiff would have to make specific
statements in the plaint and adduce evidence to show
availability of funds to make payment in terms of the
contract in time. In other words, the plaintiff would
have to plead that the plaintiff had sufficient funds or
was in a position to raise funds in time to discharge
his obligation under the contract. If the plaintiff does
not have sufficient funds with him to discharge his
obligations in terms of a contract, which requires
payment of money, the plaintiff would have to
specifically plead how the funds would be available to
him. To cite an example, the plaintiff may aver and
prove, by adducing evidence, an arrangement with a
financier for disbursement of adequate funds for
timely compliance with the terms and conditions of a
contract involving payment of money.
xxx xxx xxx
45. It is settled law that for relief of specific
performance, the plaintiff has to prove that all along
and till the final decision of the suit, he was ready and
willing to perform his part of the contract. It is the
bounden duty of the plaintiff to prove his readiness
and willingness by adducing evidence. This crucial
facet has to be determined by considering all
circumstances including availability of funds and
mere statement or averment in plaint of readiness
and willingness, would not suffice.”
Page 15 of 26
9. The Trial Court rightly concluded that the plaintiffs
failed to demonstrate continuous readiness and
willingness to perform their part of the contract. The
agreement dated 06.06.1993 explicitly required the
plaintiffs to ensure that Defendant Nos. 6 to 8 would
come to Baripada within three months to execute the
sale deed. The plaintiffs, however, did not take any
concrete steps to secure the consent or presence of
the sisters within the stipulated period. They relied
solely on Defendant No. 1 and late Soumendra to
procure the sisters, despite knowing that the sisters
were not signatories to the agreement and held a
significant share in the property. The Trial Court
observed that the plaintiffs did not issue any notices
or correspondence to Defendant Nos. 6 to 8 during
the three-month period, nor did they make any efforts
to communicate with them directly to expedite the
execution of the sale deed. This inaction on the part
of the plaintiffs indicated a lack of diligence and
earnestness in fulfilling their contractual obligations.
Furthermore, the plaintiffs continued to operate their
petrol pump on the suit land without taking proactive
steps to complete the purchase, suggesting
complacency and a lack of urgency.
Page 16 of 26
10. The High Court, in contrast, summarily concluded
that the plaintiffs were always ready and willing to
perform their part of the contract. It stated that there
was an abundance of evidence on record to establish
the plaintiffs' financial capacity and willingness.
However, the High Court did not delve into the
specifics of the plaintiffs' conduct or address the Trial
Court's findings regarding their inaction. The High
Court's assessment on this crucial aspect was
cursory and lacked a thorough examination of the
evidence and circumstances that demonstrated the
plaintiffs' lack of readiness and willingness.
11. Upon perusal of the records and submissions, we find
merit in the appellants' contention that the plaintiffs
failed to prove their continuous readiness and
willingness as required under Section 16(c) of the
Specific Relief Act. The terms of the agreement
imposed specific obligations on the plaintiffs,
particularly in ensuring that Defendant Nos. 6 to 8
would participate in the execution of the sale deed
within three months. The plaintiffs' failure to take
any initiative in this regard is indicative of their lack
of commitment to perform the contract. It is pertinent
to note that the plaintiffs were aware that Defendant
Page 17 of 26
Nos. 6 to 8 were not parties to the agreement and that
their consent was crucial for the completion of the
sale. Despite this knowledge, the plaintiffs did not
attempt to contact the sisters or address any
correspondence to them. The plaintiffs also did not
furnish any evidence to show that they had arranged
the balance consideration amount or were prepared
to pay it upon execution of the sale deed.
12. The reliance placed by the plaintiffs on Defendant No.
1 and late Soumendra to bring their sisters for
execution cannot absolve them of their responsibility
to demonstrate readiness and willingness. In
contracts involving multiple parties with distinct
interests, especially when some parties are absent or
not signatories, the onus is on the plaintiff to ensure
that all necessary consents and participations are
secured. The plaintiffs' passive approach and failure
to act proactively undermine their claim of readiness
and willingness. Moreover, the plaintiffs did not raise
any objection or take legal action immediately after
the expiry of the three-month period specified in the
agreement. Their delay in asserting their rights and
pursuing the completion of the contract further
indicates a lack of earnestness. It was only after the
Page 18 of 26
sale deed was executed in favour of the appellants
that the plaintiffs sought to enforce the agreement,
which suggests an afterthought rather than genuine
intent.
13. In light of the above reasoning, we agree with the Trial
Court's findings that the plaintiffs failed to prove their
continuous readiness and willingness to perform
their part of the contract as mandated under Section
16(c) of the Specific Relief Act. The High Court erred
in not adequately addressing this critical aspect and
in overlooking the plaintiffs' inaction and lack of
diligence. The plaintiffs' failure to comply with the
essential terms of the agreement and to take
necessary steps within the stipulated time
demonstrates a lack of readiness and willingness,
which is fatal to their claim for specific performance.
II. General Power of Attorney and validity of the
Sale agreement dated 06.06.1993.
14. In contracts involving multiple owners of property, it
is imperative that all co-owners either personally
execute the agreement to sell or duly authorize an
agent to act on their behalf through a valid and
subsisting power of attorney. An agent's authority
Page 19 of 26
must be clear and unambiguous, and any limitations
or revocations of such authority must be duly
considered. Without proper authority, an agent
cannot bind the principals to a contract of sale.
15. The Trial Court examined the General Power of
Attorney dated 30.12.1982, purportedly executed by
Defendant Nos. 6 to 8 and late Soumendra in favour
of Defendant No. 1 and held that the GPA was
unregistered and executed over a decade prior to the
agreement to sell. Moreover, the Trial Court also
observed that GPA was not referenced or relied upon
in the agreement dated 06.06.1993 and there was no
mention that Defendant No. 1 was acting as an agent
on behalf of his sisters under the GPA. It was held
that the Defendant No. 1 signed the agreement solely
in his personal capacity, and there was no indication
that he was executing it on behalf of Defendant Nos.
6 to 8. The High Court disagreed with the Trial Court,
holding that the GPA was valid and in force at the
time of the agreement. It opined that the lack of
explicit reference to the GPA in the agreement did not
invalidate Defendant No. 1's authority to act on
behalf of his sisters.
Page 20 of 26
16. In our considered opinion, the High Court erred in its
assessment of the authority of Defendant No. 1 to
bind Defendant Nos. 6 to 8. While it is legally
permissible for an agent to bind a principal even if
the agency relationship is not disclosed, this
principle applies when the agent has valid and
subsisting authority. In the present case, the GPA
was executed in 1982 and was unregistered. The
subsequent registered partition deed in 1988
allocated specific shares to each co-owner and
delineated their rights and authorities. Moreover, The
partition deed dated 17.02.1988 impliedly revoked
any prior authority granted under the GPA
concerning the sale of the property. By specifying that
Defendant No. 1 was authorized only to collect rent,
it limited his authority and implicitly withdrew any
broader powers previously granted. It must be
emphasized that the agreement dated 06.06.1993 did
not mention the GPA or indicate that Defendant No.
1 was acting on behalf of his sisters. He signed the
agreement solely in his capacity, and there was no
representation made to the plaintiffs that he had the
authority to bind the sisters. This omission is
significant, as the plaintiffs were aware that the
Page 21 of 26
sisters' consent was essential, which is evident from
the agreement's stipulation that the sisters would
come to execute the sale deed within three months.
17. The plaintiffs were cognizant of the fact that
Defendant Nos. 6 to 8 were not parties to the
agreement and that their willingness and
participation were necessary for a valid sale. This is
further corroborated by the plaintiffs' own
admissions that they were assured by Defendant No.
1 and late Soumendra that the sisters would be
brought to execute the sale deed. Thus, the plaintiffs
cannot claim that they believed Defendant No. 1 had
the authority to bind the sisters without their explicit
consent. The appellants have rightly pointed out that
an agent's authority must be explicit, and any
limitations or revocations thereof must be given due
consideration. In the absence of a valid and
subsisting power of attorney authorizing Defendant
No. 1 to sell the property on behalf of Defendant Nos.
6 to 8, the agreement cannot be enforced against
them.
18. In view of the above, we hold that Defendant No. 1
lacked the authority to bind Defendant Nos. 6 to 8 in
the agreement to sell dated 06.06.1993. The General
Power of Attorney did not confer upon him the power
to sell the property on behalf of his sisters at the time
of the agreement, having been impliedly revoked by
the partition deed. The agreement was, therefore,
incomplete and unenforceable against Defendant
Nos. 6 to 8, who collectively held a majority share in
the property. The plaintiffs' knowledge of the
necessity of obtaining the sisters' consent, coupled
with their failure to secure such consent, renders the
agreement ineffective against Defendant Nos. 6 to 8.
Consequently, the agreement cannot be specifically
enforced against them, and the plaintiffs cannot
claim any right over their shares in the property
based on the said agreement.
III. Discretionary Nature of Granting Specific
Performance
19. The relief of specific performance under the Specific
Relief Act, 1963, is discretionary in nature. Section
20 of the Act (applicable to this case as it predates
the 2018 amendment) explicitly stated that the court
is not bound to grant such relief merely because it is
lawful to do so. The discretion must be exercised
judiciously and based on sound principles, ensuring
that granting specific performance is just and
equitable in the circumstances of the case.
20. In the present case, several factors weigh against
granting specific performance. The agreement to sell
was incomplete and unenforceable against Defendant
Nos. 6 to 8, who held a majority share in the property;
enforcing such an agreement would be inequitable.
The plaintiffs failed to demonstrate readiness and
willingness to perform their obligations and did not
take necessary steps to secure the consent of all coowners. Granting specific performance would
unfairly prejudice the defendants, especially
Defendant Nos. 6 to 8, who never consented to the
sale to the plaintiffs. Furthermore, the plaintiffs can
be adequately compensated by a refund of the
earnest money with interest; there is no evidence to
suggest that monetary compensation would not
suffice.
21. Section 20 of the Specific Relief Act, 1963 prior to
amendment by Act No. 18 of 2018 which was brought
into effect w.e.f. 1.10.2018 categorically provided that
the relief of specific performance is discretionary in
nature and the court is not bound to grant such relief
merely because it is lawful to do so. But the discretion
of the court has to be on sound and reasonable
principles.
22. In the present case, the plaintiffs have sought specific
performance of the agreement dated 06.06.1993
whereunder the sale deed was to be executed before
30.09.1993 after obtaining the consent of the sisters
(Defendant Nos. 6 to 8) as they had not joined the
agreement. However, all the co-owners of the
property transferred the suit property in favour of the
appellants vide sale deed dated 27.09.1993 for a
consideration of Rs. 4,20,000/-. The appellants are
the bona fide purchasers in good faith of the suit
property for valuable consideration. Therefore, once
they have acquired the rights in the property way
back on 27.09.1993, there was no justification to
disturb the said sale deed by decreeing the suit for
specific performance of the agreement dated
06.06.1993 which was not even signed by all the coowners specially the three sisters (Defendant Nos. 9
to 11). The aforesaid sale deed was not even
challenged though it had come into existence at the
time of filing of the suit for specific performance,
therefore, when the Trial Court had exercised its
discretion not to decree the suit for specific
performance, it was not open for the appellate court
to decree it affecting the rights of the bona fide
purchasers i.e. the appellants.
23. In conclusion, considering the discretionary nature of
the relief and the principles governing its exercise, we
find that granting specific performance in this case
would be neither just nor equitable. The plaintiffs'
failure to fulfil essential contractual terms, coupled
with the lack of authority to bind all co-owners,
renders the grant of specific performance
inappropriate. The equitable remedy sought by the
plaintiffs cannot be granted in light of their conduct
and the circumstances of the case.
24. In view of the foregoing analysis, we conclude that
the plaintiffs failed to demonstrate their continuous
readiness and willingness to perform their
contractual obligations, and that Defendant No. 1
lacked the authority to bind Defendant Nos. 6 to 8 in
the agreement dated 06.06.1993. Given the
incomplete and unenforceable nature of the
agreement, we find it neither just nor equitable to
grant the relief sought by the plaintiffs.
25. Accordingly, the appeal is allowed. The judgment and
decree dated 25.10.2013 passed by the High Court of
Orissa are set aside. The judgment dated 17.05.1997
passed by the Trial Court dismissing the suit for
specific performance is restored. Furthermore, the
appellants are directed to refund to the plaintiffs
(Respondent Nos. 1 & 2) a sum of ₹10,00,000 (Rupees
Ten Lakhs) within a period of two months from the
date of this order. This amount includes the earnest
money paid by the plaintiffs and accounts for any
interest and expenses incurred.
26. There shall be no order as to costs.
……….……………………J.
(VIKRAM NATH)
………………….…………J.
(PANKAJ MITHAL)
……….……………………J.
(PRASANNA B. VARALE)
NEW DELHI
SEPTEMBER 26, 2024
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