( 1 ) THE uncontroverted facts and the proceedings connected therewith have spiralled up to this Court for decision about the fate of the Mission Hill Tea Estate admittedly lying situate within the District Darjeeling, West Bengal.

( 2 ) THE sensitive facts of the case are that the defendant No. 1, Shri Amal Kumar Ghatak, was plunged into debt and incurred huge loan from M/s. United Bank of India, the defendant No. 2 and to wipe out the loan he intended to sell the tea estate. In consequence, he entered into an agreement for the sale of the tea estate on 9. 2. 1986, supplemented by the execution of irrevocable power of attorney on 18. 2. 1986 and the general power of attorney on 17th of April, 1986, respectively, the chief aim of which was to assume control and management of the tea estate. Following the agreement, the plaintiffs paid Rs. 500000. 00 in earnest.

( 3 ) THE Agreement for Sale contained various clauses for transfer, Management and maintenance of the tea estate and the sale would be completed within one year from date. Some of the important clauses of the said agreement are set forth below as they would be necessary for the purpose of appreciatio