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SUPREME COURT OF INDIA
J.B. PARDIWALA, R. MAHADEVAN, JJ.
K.S. Manjunath and Others – Appellants
Versus
Moorasavirappa @ Muttanna Chennappa Batil, Since Deceased by His LRs. and Others – Respondents
Civil Appeal No. 13507-13508 of 2025 [Arising Out of Special Leave Petition (C) Nos. 29405-29406 of 2017]
Decided On : 10-11-2025
Key Points: - Unilateral termination of a non-determinable Agreement to Sell is impermissible and does not discharge the contract (!) (!) . - Subsequent purchasers must show they paid for value, paid in good faith, and had no notice of the prior agreement to qualify as bona fide purchasers under Section 19(b) (!) (!) . - A plaintiff must prove continuous readiness and willingness to perform essential obligations to seek specific performance under Section 16(c) (!) (!) .
| Table of Content |
|---|
| 1. procedural framework for legal appeals. (Para 2 , 3) |
| 2. details of the parties involved in litigation. (Para 4 , 5) |
| 3. resolution of contract disputes requires clarity in obligations. (Para 8 , 9 , 10) |
| 4. parties must prove readiness and willingness to perform contracts. (Para 11 , 12) |
| 5. subsequent purchasers must prove bona fide and absence of notice. (Para 24 , 25 , 26) |
| 6. impacts of unilateral termination on contract performance. (Para 27 , 28 , 29) |
| 7. court's analysis of parties' arguments is critical. (Para 37 , 38 , 39) |
| 8. determination of contract types: determinable vs non-determinable. (Para 40 , 41) |
| 9. breach of contract should be substantiated with evidence. (Para 46 , 47 , 48) |
| 10. negotiations and documentation must align with legal standards. (Para 49 , 50) |
| 11. fairness and honesty are paramount in contractual relationships. (Para 51 , 52) |
| 12. readiness and willingness are conditions precedent for contract enforcement. (Para 82 , 83 , 84) |
| 13. final court decrees must ensure fair remuneration to parties. (Para 85 , 86 , 87 , 88) |
JUDGMENT :
J.B. PARDIWALA, J.
For the convenience of exposition, this judgment is divided into the following parts:
| INDEX | |
| (A) | FACTUAL MATRIX |
| (B) | SUBMISSIONS OF THE PARTIES |
| (i) Submissions on behalf of the Appellants/Subsequent Purchasers | |
| (ii) Submissions on behalf of the Respondents/Original Vendees | |
| (C) | ANALYSIS |
| (I) Failure to challenge the legality and validity of termination of ATS in the suit | |
| (a) Views adopted by the High Courts on failure to seek declaration | |
| (b) Whether the ATS dated 28.04.2000 was in nature determinable? | |
| (II) Bona fides of the subsequent purchasers in purchasing the subject land | |
| (III) Readiness and willingness of the Original Vendees to perform the ATS | |
| (D) | CONCLUSION |
1. Leave Granted.
2. Since the issues raised in both the captioned appeals are the same, the parties are same, and the challenge is also to the self-same, judgment and order passed by the High Court, those were taken up for hearing analogously and are being disposed of by this common judgment and order.
3. These appeals arise from the common judgment and order passed by the High Court of Karnataka in the Regular First Appeal Nos. 4187 of 2013 and 4160 of 2012 respectively by which the High Court allowed the two appeals filed by the vendees and thereby, set aside the judgment and decree dated 21.07.2012 passed by the 2nd Additional Senior Civil Judge at Haveri, Karnataka (“Trial Court”) in Original Suit No. 36 of 2007, while granting the relief of specific performance of Agreement to Sell dated 28.04.2000 (“ATS”) executed by the Respondent Nos. 6 to 13 (“Original Vendors”) in favour of the Respondent Nos. 15 to 22 respectively & the Respondent Nos. 1 to 5 respectively (“Original Vendees”) and holding the Appellants herein (“Subsequent Purchasers”) not to be the bona fide purchasers of the subject land (as defined below) for value without notice.
(A) FACTUAL MATRIX
4. For the sake of convenience, the respective positions of the contesting parties to the present lis before the various courts leading upto this Court is tabularly illustrated herein below:
| BEFORE THIS COURT | BEFORE THE HIGH COURT | BEFORE THE TRIAL COURT | PARTICULARS |
| Appellants | Respondent Nos. 8 to 15 | Defendant Nos. 9 to 16 | Subsequent Purchasers of subject land |
| Respondent Nos. 1 to 5 (Legal Heirs of Defendant No. 7 on record) | Appellants | Defendant No. 7 | One of the Original Vendees of the subject land, however, he was arrayed as a defendant in the suit. This defendant supported the case of plaintiffs |
| Respondent Nos. 6 to 13 (Legal Heirs of Defendant Nos. 4 and 6 on record) | Respondent Nos. 1 to 6 | Defendant Nos. 1 to 6 | Original Vendors of the subject land |
| Respondent No. 14 | Respondent No. 7 | Defendant No. 8 | One of the Original Vendees of the subject land, however, he |
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