A power of attorney is not irrevocable unless coupled with the agent’s interest.

The dispute concerned agricultural lands bearing Block/Survey Nos. 952 and 950/2 at Uvarsad, Gandhinagar, originally held by the predecessors of plaintiff Nos. 1–4. The lands were new-tenure/restricted lands under Section 43 of the Gujarat Tenancy and Agricultural Lands Act, 1948 (“Tenancy Act”).

Plaintiff Nos. 1–4 executed a notarised power of attorney (“POA”) dated 5 March 2007 in favour of defendant No. 1, describing it as “irrevocable” and authorising him, inter alia, to execute agreements to sell and sale deeds.

Defendant No. 1 subsequently executed a registered agreement to sell in favour of defendant No. 2 on 15 December 2008.

Plaintiff Nos. 1–4 cancelled the POA by notice dated 6 January 2009, to which defendant No. 1 replied on 12 January 2009.

Despite the cancellation, defendant No. 1 executed and presented a sale deed in favour of defendant No. 2 on 30 July 2009. The sale deed was finally registered on 19 May 2011.

In the meantime, the Collector converted the land from new tenure to old tenure on 14 March 2011.

After the conversion, plaintiff Nos. 1–4 executed a registered sale deed in favour of plaintiff No. 5 on 18 June 2012.

Plaintiff Nos. 1–5 instituted Special Civil Suit No. 118 of 2014 seeking, inter alia, a declaration that the sale deed in favour of defendant No. 2 was null and void and that plaintiff No. 5 was the lawful owner. The Trial Court dismissed the suit, but the First Appellate Court allowed Regular Civil Appeal No. 66 of 2019, declared defendant No. 2’s sale deed void, upheld plaintiff No. 5’s title, and granted consequential injunctions.

During the appeal, defendant No. 2 sold the property to subsequent purchasers by registered sale deeds dated 24 December 2021. They were added as parties in the appeal and filed Second Appeal No. 424 of 2026.

Both sets of defendants challenged the appellate decree under Section 100 of the Code of Civil Procedure, 1908 (“CPC”).

Whether the POA dated 5 March 2007 was an irrevocable power of attorney coupled with an interest in favour of defendant No. 1 under Section 202 of the Indian Contract Act, 1872?

Whether plaintiff Nos. 1–4 could revoke the POA after defendant No. 1 had partly exercised the authority by executing the registered agreement to sell dated 15 December 2008?

Whether the sale deed executed by defendant No. 1 on 30 July 2009, after cancellation of the POA, validly conveyed title to defendant No. 2?

Whether the sale deed in favour of defendant No. 2 was invalid for violating the restrictions under Section 43 of the Tenancy Act, notwithstanding its registration after conversion of the land to old tenure?

Whether the subsequent purchasers acquired any valid or superior title from defendant No. 2, and whether they were denied a reasonable opportunity of defending the appeal?

The Court applied Sections 201, 202, 203, 204 and 208 of the Indian Contract Act, 1872: an agency is generally revocable, but under Section 202 it becomes irrevocable only where the agent has an interest in the subject matter of the agency; the mere description of a POA as “irrevocable” is insufficient.

Section 204 protects acts and obligations already validly undertaken by an agent before revocation, but does not prevent revocation in respect of future acts.

The Court relied principally on M.S. Ananthamurthy v. J. Manjula, (2025) 10 SCC 596, holding that an agent’s remuneration or interest in carrying out the agency is not, by itself, an interest in the subject matter; the power must secure a proprietary or other legally protected interest of the agent.

It also applied Section 17 of the Registration Act, 1908, observing that where an instrument creates an interest in immovable property, registration is necessary.

Section 54 of the Transfer of Property Act, 1882 was applied for the principle that an agreement to sell does not itself create any interest or charge in immovable property.

The Court further considered Section 43 of the Tenancy Act, but left its effect on the transaction undecided because the sale deed was independently void for want of authority.

Under Section 100 CPC, interference in second appeal is permissible only upon a substantial question of law; concurrent or appellate factual findings cannot be disturbed unless perverse, unsupported by evidence, or contrary to settled law.

The Court examined the POA as a whole and found that, although it authorised defendant No. 1 to execute agreements and sale deeds and was labelled “irrevocable,” it did not create any proprietary interest, security, lien, or entitlement to sale proceeds in his favour.

Since no interest was created in the subject matter, and the POA was unregistered, it was not an agency coupled with interest under Section 202; plaintiff Nos. 1–4 were therefore entitled to revoke it.

The registered agreement to sell dated 15 December 2008 did not alter this conclusion. Under Section 204, that agreement and the obligations arising from it remained binding acts undertaken during the subsistence of the agency, but Section 204 did not authorise defendant No. 1 to execute a subsequent sale deed after the POA had been cancelled.

Defendant No. 2 was also aware of the cancellation before the sale deed was executed, particularly because the reply to the cancellation notice referred to payment allegedly made by him.

Accordingly, the sale deed executed on 30 July 2009 was executed without authority and conveyed no valid title when registered on 19 May 2011.

The Court declined to decide the separate Section 43 Tenancy Act issue because it had become academic.

As defendant No. 2 had no valid title, he could not convey a better title to the subsequent purchasers.

Their claim of bona fide purchase also failed because the registered sale deed in favour of plaintiff No. 5 dated 18 June 2012 was part of the prior title history and ought to have been discovered through due diligence.

The record further showed that the subsequent purchasers had been supplied the plaint and documents and had not sought adequate opportunity to file their case before the appeal was reserved.

Plaintiff Nos. 1–4 validly cancelled it on 6 January 2009, and defendant No. 1 thereafter lacked authority to execute the sale deed dated 30 July 2009 in favour of defendant No. 2.

The sale deed in favour of defendant No. 2 was therefore declared null and void, while the registered sale deed dated 18 June 2012 in favour of plaintiff No. 5 was upheld as valid.

The subsequent purchasers acquired no better title than defendant No. 2.

Both Second Appeal Nos. 423 and 424 of 2026 were dismissed for want of any substantial question of law, the First Appellate Court’s judgment and decree were confirmed, and the civil applications for stay were rejected; interim relief stood vacated forthwith.