Unilateral termination of a non-determinable agreement to sell is impermissible and does not require a declaratory challenge.

The Appellant (Defendant), formerly RR Heterocyclics Ltd., entered into an Agreement of Sale dated 23.01.2003 with the Respondent (Plaintiff) for agricultural land measuring Ac.18-31 guntas for a consideration of Rs. 37,55,000/-.

The Plaintiff paid an advance of Rs. 2,00,000/- and possession was delivered.

Under Clause 8, the Defendant was obligated to effect mutation and deliver original title documents.

On 21.03.2003, the Defendant unilaterally cancelled the agreement and forfeited the advance, citing the Plaintiff's failure to pay the first installment due on 28.02.2003.

The Plaintiff filed O.S. No. 14 of 2005 seeking specific performance, contending the delay was due to the Defendant’s failure to mutate the property in its name.

The Trial Court decreed the suit in favor of the Plaintiff.

1. Whether time was the essence of the contract and whether the Plaintiff was ready and willing to perform her part under Section 16(c) of the Specific Relief Act?

2. Whether the suit for specific performance was maintainable without seeking a declaration to set aside the cancellation notice dated 21.03.2003?

3. Whether the unilateral cancellation of the agreement and forfeiture of the advance by the Defendant was legally valid?

Section 16(c) of the Specific Relief Act, 1963, requiring the plaintiff to aver and prove continuous readiness and willingness.

The principle from Chand Rani v. Kamal Rani, establishing that in sales of immovable property, time is not naturally the essence unless expressly intended by parties and surrounding circumstances.

K.S. Manjunath v. Moorasavirappa, holding that if a contract provides no unilateral right to terminate (non-determinable), the aggrieved party may sue for specific performance without seeking a declaration against the termination notice.

Section 55 of the Indian Contract Act was applied to determine the effect of failure to perform at a fixed time.

The Court observed that while the agreement mentioned "time is the essence," Clause 8 created a reciprocal obligation for the Defendant to provide mutation and title documents.

Since the Defendant admitted it had not mutated the property in its name at the time of the dispute, it could not fault the Plaintiff for withholding installments.

The Court found the Plaintiff demonstrated "readiness" (financial capacity) by depositing the balance consideration in court and "willingness" (conduct) by repeatedly approaching the Defendant's director.

Distinguishing the case from I.S. Sikandar, the Court noted the agreement was non-determinable (lacked a forfeiture/termination clause for installment defaults); thus, the Defendant’s unilateral rescission was an illegal repudiation, and the Plaintiff was not required to seek a formal declaration against it.

The High Court dismissed the appeal, upheld the Trial Court's decree for specific performance, and directed the Defendant to execute the sale deed upon receipt of the deposited balance consideration of Rs. 35,55,000/-.