G.S. PATEL, J.

1. The DISPUTE IN BRIEF

This began as a regular suit by a purchaser for specific performance of an agreement of sale of immovable property in Mumbai. What followed was most unusual. As I will have occasion to observe, almost everything of consequence in this litigation happened after the suit was filed. Even now, it raises a narrow question: in the peculiar facts of this case, can the plaintiff purchaser be said to have demonstrated its willingness to complete the transaction? There is no argument at all about its readiness; and none have urged that the plaintiff was not at all times ready. The only question was whether it was willing.

2. The original agreement had a price fixation mechanism or formula, but no stated aggregate consideration. For reasons unrelated at the time to the agreement, the plaintiff loaned some amounts to the defendant. Later, the parties agreed that the government would fix the price - there was a reason for this, because the defendant held the land on terms that required it to pay part of the sale price to the government. There was also a bank loan then due. In court proceedings, the plaintiff said it would accept a market value fixed by the government provided it received an adjustment of the amounts it had loaned the defendant, with stipulated interest. The government fixed the price and demanded payment of its share from the plaintiff. The plaintiff in turn demanded that the agreed adjustment be effected. It says it was entitled to this, and it had no other recourse. The defendant disputes this, and says the plaintiff should have called on the defendant to pay the adjustment amount and interest and paid over the rest. Since it did not, it was unwilling and is therefore not entitled to specific performance. The plaintiff maintains that the defendant did not offer to make payment of the adjustment amount. To the contrary, it demanded a higher price be fixed. The question of the plaintiff purchaser’s ‘willingness’ arises in these circumstances. There is not very much to address in terms of law. The entire case turns on a reading of documents and an analysis of the conduct of the parties - that is to say, an appreciation of the evidence as it was led before the Court.

3. I propose to depart from the usual structure of final orders in suits. Rather than reciting the contentions in the plaint and the written statements, I propose instead to go through a chronological narrative of the events. These are largely undisputed. I will then turn to the issues. The oral evidence led was limited or at least brief and I will refer to the documents as necessary. The reason I do this is that the plaint itself tells us very little, and the written statements even less. It is the other attendant circumstances that form the central narrative.

FACTUAL BACKGROUND

4. The property in question is a substantial tract of land in Thane District at Village Majiwada. It is described in paragraph 2 of the plaint and in Exhibit “A”. By all accounts, it is a little over 41,000 sq mtrs. This is part of what was known as the larger property, some 16 acres or more. The Defendant, a private limited company (“Chowgule”), acquired the larger property in March 1960 under a contract with the Governor of Mumbai. Clause (8) of this 1960 agreement with the Government restricted the Chowgule’s right to alienate the property. (Exhibit D3, p. 695.) Clause 8 of this document says that Chowgule is not to alienate the property except with the previous written permission of the Government. The clause then says that Chowgule would be entitled to mortgage the land (for certain specified purposes) but again subject to a condition that in the event of a sale to pay off the mortgage debt, half the ‘unearned income’ from the sale of this land would be paid to the Government. Where the sale was of land and structures, the unearned i