### Specific performance denied for failure to prove readiness, willingness, and obligation to obtain conveyance deed. Summary The High Court of Bombay upheld the dismissal of a suit for specific performance concerning a "compensation pool property." The Court found that the plaintiff failed to prove "readiness and willingness" under Section 16(c) of the Specific Relief Act, noting a lack of evidence regarding financial capacity and a decade-long delay in depositing the balance consideration. Crucially, the Court interpreted the agreement as placing the burden of obtaining the necessary Government Conveyance Deed on the plaintiff, a task he failed to pursue. The Court also declined equitable relief due to the plaintiff’s collusive conduct with one defendant, involving undisclosed payments made after the suit's institution. Key Takeaways for Legal Professionals * Burden of Readiness: Mere averments of readiness in a legal notice are insufficient; the plaintiff must demonstrate actual financial capacity and a continuous disposition to perform from the date of the agreement until the decree. * Contractual Interpretation: Where an agreement stipulates that a party must bear "charges for getting Conveyance Deed," the court may interpret this as an obligation to take all active steps to secure that title document. * Equitable Discretion: Specific performance is a discretionary remedy; suppression of material facts (such as post-litigation payments to unauthorized third parties) constitutes "unclean hands," justifying a refusal of relief even if a legal breach is shown. * Handwritten Clauses: Failure to produce a copy of the agreement to disprove handwritten insertions can lead to an adverse inference regarding claims of fraud or unilateral modification.

The Appellant (Original Plaintiff) entered into an Agreement for Sale dated 19/01/2010 with the Respondents to purchase a "compensation pool property" in Ulhasnagar for ₹1,08,00,000/-.

The Plaintiff paid an initial earnest amount of ₹21,00,000/-, followed by periodic small payments totaling ₹36,98,000/-.

The property required a Conveyance Deed (Sanad) from the Government to vest ownership in the Defendants before a final Sale Deed could be executed.

The Plaintiff alleged that performance was delayed due to a Supreme Court stay on such deeds and filed a suit in 2014 for specific performance.

The Trial Court dismissed the suit on 29/12/2025, finding a lack of readiness and willingness.

The Plaintiff appealed, contending the balance was only due upon the issuance of the Conveyance Deed, which was eventually obtained in 2021.

1. Whether the parties had agreed that the Sale Deed would be executed only upon the issuance of the Conveyance Deed?

2. Whether the Defendants committed a breach by failing to cooperate in obtaining the Conveyance Deed?

3. Whether the Plaintiff proved readiness and willingness to perform his contractual obligations?

4. Whether the Plaintiff is entitled to the discretionary relief of specific performance?

Section 16(c) of the Specific Relief Act, 1963, which mandates that a plaintiff must aver and prove continuous readiness and willingness to perform the contract from the date of the agreement until the decree.

The distinction between "readiness" (financial capacity/disposability of funds) and "willingness" (conduct and intention) as established in His Holiness Acharya Swami Ganesh Dassji v. Sita Ram Thapar.

Principle from L.S. Sikandar v. K. Subramani, emphasizing that the Court must scrutinize the plaintiff’s conduct and financial source to determine if they were "biding for time".

The Court also noted that specific performance is an equitable, discretionary remedy under Section 20 (pre-2018 amendment principles).

The Court found that while the contract was contingent upon the "issuance of C/D", the Agreement (Clauses 8 10) explicitly placed the burden of taking steps and paying charges for the Conveyance Deed on the Plaintiff, with the Defendants only required to provide signatures.

The Plaintiff failed to prove that a Supreme Court stay actually prevented the issuance of the deed, as DW-1’s testimony to the contrary went uncontroverted.

Regarding readiness, the Plaintiff produced no documentary evidence of financial capacity to pay the ₹71,02,000/- balance and admitted in cross-examination he could not specify his source of funds.

The Court viewed the payment of small, sporadic amounts (e.g., ₹10,000) as evidence that the Plaintiff was financially incapable and merely stalling.

The Court found the Plaintiff's conduct inequitable due to "collusion" with Defendant No. 3, evidenced by undocumented payments made to the Defendant’s non-party family members even after the suit was filed.

The Court further held that the Plaintiff was disentitled to equitable relief due to the suppression of post-suit payments and collusive conduct with Defendant No. 3.

The High Court dismissed the appeal and upheld the Trial Court's judgment.