Gurgaon Plot Buyer’s Specific-Performance Decree Stands After P&H HC Finds She Was Ready Despite Seller’s Refund Offer

Smt. Rama Kansal sued for specific performance of an agreement to sell dated 2 August 1993, under which Smt. Sangeeta Malhotra, through her mother and attorney, agreed to transfer a plot for Rs. 7,78,596.

The agreement fixed 31 October 1993 as the date for transfer and provided for interest at 24% per annum in the event of either party’s default; Rs. 78,596 was paid as earnest money

The trial court decreed specific performance, and the first appellate court affirmed that decree

During the second appeal, subsequent purchasers, M/s Uni Developers and its partners, were impleaded as appellants

They challenged, among other things, the findings on time being of the essence and the plaintiff’s readiness and willingness

The court considered the agreement as a whole: a stipulated date for performance must be read alongside any contractual term addressing the consequences of delay or default.

Here, the agreement provided for interest at 24% per annum in the event of default, which the court found inconsistent with treating the stated date as an inflexible deadline

In a specific-performance claim, the plaintiff’s readiness and willingness are assessed from the parties’ conduct and the evidence, including steps taken to arrange the balance consideration

The appellants relied on *U.N. Krishnamurthy (Since Deceased) through LRs v. A.M. Krishnamurthy*, 2022 SCC OnLine SC 840, for the requirement to prove continuing readiness and willingness, including availability of funds; the judgment records that submission but does not cite the decision as the basis of its final reasoning

The court also applied the principle of lis pendens to the subsequent transfer

The court read the deadline clause together with the 24% interest clause and concluded that the agreement contemplated consequences for delay rather than making 31 October 1993 an absolute cut-off

It found that the plaintiff’s correspondence calling on the vendor to complete the transaction, evidence of bank drafts and arrangements for the balance consideration, and the vendor’s notice offering to return the earnest money supported the finding that the plaintiff was ready and willing, while the vendor had not taken positive steps to complete the transfer

The subsequent purchasers acquired their interest during the litigation and could not rely on that transfer to displace the decree; the court also observed that they were not parties to the original agreement or proceedings before the lower courts

It upheld the decree for specific performance and dismissed the regular second appeal; pending miscellaneous applications were disposed of accordingly.