Judgment :

GANGULY, J.

1. Leave is granted in both the special leave petitions.

2. These appeals have been preferred from the judgment and final order dated 2nd September, 2008 passed in O.S.A. No.332/2007 and C.M.P. No.1/2007 by the Division Bench of the Madras High Court.

3. The controversy arose out of a suit of specific performance. M/s. Citadel Fine Pharmaceuticals (defendant No.1), a partnership firm, owned 66 cents of agricultural land (hereinafter `the suit property'), forming a part of total of 2.87 acres of agricultural land in survey nos. 363, 364, 366/1 of Velachery village, Mamblam, Guindy Taluk, Registration District of Madras, and entered into an agreement for sale of the suit property (hereinafter `the agreement') for a consideration of Rs.1,00,00,000/- with M/s. Ramaniyam Real Estates Private Limited (plaintiff), which was a company incorporated under the Companies Act, 1956 and engaged in the business of constructing buildings.

4. The agreement dated 7th July, 1995 was the subject matter of suit between the above parties. As per the agreement, Rs.10,00,000/-of the sale consideration was to be paid upfront as earnest money, and the remainder of Rs.90,00,000/- was to