IMPORTANT POINTS
(1) Agreement to sell – Suit seeking relief of Specific Performance – Readiness and willingness of the plaintiff must be assessed in light of overall conduct of parties and attending circumstances of a particular case.
(2) Specific Performance of Agreement to sell – Merely because legal notice came to be issued after delay, same by itself cannot lead to inference that plaintiff was not ready and willing to perform contract.
(3) Second appeal – Jurisdiction of High Court to interfere with concurrent findings in second appeal is limited.

JUDGMENT :

SANJAY KAROL, J.

1. Leave Granted.

2. The present appeal arises out of the impugned judgment and decree dated 25.06.2025 passed by the High Court of Judicature at Madras in S.A. No. 905 of 2017, whereby the High Court partly allowed the Second Appeal preferred by the Plaintiff-Appellant. The High Court dismissed the suit qua the relief of specific performance, however, it directed the Defendants-Respondents to return a sum of Rs.9,30,000/- along with 12% interest per annum from the date of the suit, i.e., 10.03.2011, till the date of realization to the Plaintiff-appellant.

3. For the sake of convenience, the appellant herein shall be referred to as the plaintiff and the respondents herein shall be referred to as the defendants.

4. The facts of the case in a nutshell are as follows. The plaintiff (purchaser) entered into a sale agreement dated 19.03.2010¹ [Hereinafter referred to as the ‘subject sale agreement’] with the defendants (vendors) for the purchase of the property bearing Survey No. 75/1² [Hereinafter referred to as the ‘subject suit property’] for a total sale consideration of Rs.9,30,000/-, out of which a sum of Rs.9,00,000/- was paid as earnest money. The balance amount of Rs.30,000/- was agreed to be paid at the time of execution of the sale deed, within four months. According to the plaintiff, he was always ready and willing to perform his part of the contract and, in July 2010, approached the defendants to complete the sale transaction, however, they sought further time. In December 2010, when the plaintiff again insisted on the execution of the subject sale agreement, the defendants allegedly became evasive and demanded more money and when the plaintiff refused, they threatened to alienate the property to a third party. As a result, the plaintiff issued a legal notice dated 01.02.2011, calling upon the defendants to receive the balance consideration and execute the sale deed in accordance with the agreement. Since no reply thereto was furnished, the plaintiff instituted OS No. 35 of 2011 before the Court of the Subordinate Judge, Hosur³ [Hereinafter referred to as the ‘Trial Court’] seeking specific performance of the Agreement to Sell dated 19.03.2010.

5. The defendants, in their written statement, denied the averments made in the plaint in toto and contended that the subject sale agreement dated 19.03.2010 was only a nominal agreement and was never intended to be acted upon as a genuine agreement for sale. According to them, the subject sale agreement was merely executed as a ‘security document’ in relation to an earlier sale transaction involving purchasers from Bangalore.⁴ [Hereinafter referred to as the ‘Bangalore Buyers’] It was their case that under an earlier sale agreement dated 17.07.2009, certain lands were agreed to be sold to the Bangalore Buyers, however, since one portion of the land could not be conveyed due to defects in title, the subject sale agreement came to be executed in favour of the plaintiff (relative of ‘Bangalore Buyers’) as a security to ensure completion of the sale of the remaining portion of land. Reliance was also placed on the alleged reconveyance deed executed by the plaintiff in favour of the defendants on the same date in respect of the subject suit property. Although the receipt of the legal notice was admitted, it was contended that no reply was sent, as the plaintiff had orally stated that the notice could be ignored. The defendants further denied receiving Rs.9,00,000/- as sale consideration and disputed the plaintiff’s readiness and willingness to perform the agreement.

6. Upon appreciation of oral and documentary evidence, the Trial Court vide judgment dated 21.12.2012 decreed the suit for specific performance in favour of the plaintiff. The Trial Court noted that the defendants had admitted execution of the agreement, including signatures thereon, and had not raised the plea of forgery either in the written statement or during trial. The defence that the agreement