N. Y. HANUMANTHAPPA, J.

( 1 ) THESE two appeals arise out of a judgment and decree passed in O. S. No. 1 of 1997 on the file of the learned IV Additional district Judge, Tirupati, decreeing the suit filed by the plaintiffs.

( 2 ) DEFENDANTS 1 to 4 are the appellants in a. S. No. 1108 of 1997 and defendants 5 of 10 are the appellants in A. S. No. 939 of 1998.

( 3 ) ORIGINALLY the suit in O. S. No. 143 of 1987 was filed by the plaintiffs on the file of the Principal Sub-Court, Tirupati for specific performance of an agreement of sale dated 17-1-1986 and for a direction to the defendants to execute a sale deed in respect of the plaint schedule properties after receiving Rs. 20,75,000/- -from the plaintiffs and in default to have the sale deed executed through the Court. Later the said suit was transferred to IV Additional district Court and renumbered as O. S. No. 1 of 1997. In these appeals the parties are referred to as arrayed in the suit.

( 4 ) DEFENDANTS 1 to 3 are interrelated to each other. 2nd defendant is the wife of the 1st defendant. The 3rd defendant is the daughter of defendants 1 and 2. They were running a partnership business in the name and style of M/s. Lakshmi Paradise, the 4th defendant, which is a registered firm.

( 5 ) THE plaint averments, in brief, are that defendants 1 to 4 had incurred a lot of debts in constructing a cinema theatre called leela Mahal, situated at Door No. 850, gandhi Nagar, Tirupati. It appears that as their creditors filed several suits against them, defendants 1 to 3 wanted to sell away the cinema theatre to clear off their debts. There were negotiations between the plaintiffs and the defendants and as a result of which the plaintiffs agreed to purchase the plaint schedule theatre for a sum of rs. 27,25,000/- and on 17-1-1986 an agreement of sale, Ex. A-1, was executed between the plaintiffs and the defendants. Under Ex. A-1 the plaintiffs paid to the defendants a sum of Rs. 3 lakhs as an advance and it was agreed by the plaintiffs to pay the balance amount of rs. 24,25,000/- to defendants 1 to 4 within a period of six months from the date of the agreement and on that the defendants should execute a sale deed in their favour.

( 6 ) DEFENDANTS 1 to 4 gave a list of their creditors in the B-Schedule to the agreement. It is categorically stated in ex. A-l that except the B-Schedule liabilities, they have not incurred any other debts or created any kind of charge over the schedule theatre. It is further stated in ex. A-1 that excepting a collateral security by way of deposit of title deeds to one w. S. Seetharaman, they have not created any other encumbrance or charge over the schedule theatre. Defendants 1 to 4 have given an undertaking to execute a separate indemnity bond to indemnify the plaintiffs in the event of their sufferance in the transaction. Ex. A-1 provides for extension of time fixed therein, if for any reason beyond the control of either party the transaction could not be completed.

( 7 ) IT appears that after the agreement defendants 1 to 4 representing that their creditors were pressing to clear off the debts asked the plaintiffs for further advance of money under Ex. A-1, but they never gave any proof of their attempts to secure the necessary clearance certificate from the concerned authorities. It was also averred that the plaintiffs paid to defendants 1 to 4 several amounts totaling Rs. 3. 5 lakhs between 6-4-1986 to 31-5-1986, which payments were endorsed in Ex. A-1 and signed by defendants 1 to 4. Thus defendants 1 to 4 received a total sum of rs. 6. 5 lakhs towards the sale consideration. It was also averred that though the agreement stipulates that the sale consideration should be paid to defendants 1 to 4, it was understood and agreed upon that since there were large number of creditors, they should be paid by the plaintiffs after defendants 1 to 4 negotiated with them to secure concession in interest. The plaintiffs wanted defendants 1 to 4 to take early steps to

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