The main legal point established in the judgment is that the title to the shares stood transferred to the plaintiff on October 15, 2016, based on the intention of the parties and the payment of consideration.

JUDGMENT

Debangsu Basak, J. - In a suit for declaration, perpetual and mandatory injunction, relating to 100 equity shares of the defendant no.3 under folio No.383, the plaintiff seeks interim protection.

2. Learned advocate appearing for the plaintiff submits that, the plaintiff and the defendant no.1 entered into an agreement dated October 17, 2013 relating to the shares in the suit. She draws the attention of the Court to the various clauses of the agreement. She submits that, the plaintiff performed its obligations under the agreement. The plaintiff paid the entire consideration money. In fact, the defendant no.1 part performed the obligations under the agreement. The defendant no.1 upon receipt of the consideration money, forwarded the succession certificate as was required. It is subsequent thereto, that the defendant no.1 purported to take a stand that, heirs of the deceased sister of the defendant no. 1 were not willing to have the share transferred. She submits that, as on October 15, 2016 at least, the transaction between the plaintiff and the defendant no.1 stood concluded. According to her the title to the 100 shares stood transferred upon the plaintiff depositing the consideration amount with the defendant no.1 that is on October 15, 2016. The ministerial act of executing the transfer deed and executing other documents so as to secure the title on the shares concerned, were not done. Consequently, the defendant no.1 was holding the 100 shares for and on behalf of the plaintiff as its trustee. In support of the contention that the title to the property in the shares stood transferred upon the plaintiff as on October 15, 2016 if not earlier, learned advocate appearing for the plaintiff relies upon Sections 19 and 28 of the Sale of Goods Act, 1930. She submits that, the intentions of the parties were that the shares would stand transferred to the plaintiff upon the plaintiff paying for the same. She draws the attention of the Court to the various clauses of the agreement between the parties.

3. Learned advocate appearing for the plaintiff submits that the entire consideration was paid in a staggered manner. The last of the payments was made on October 15, 2016. Therefore, as on October 15, 2016 the property in the shares stood transferred in favour of the plaintiff. Subsequent to such date, the defendant no.1 was holding on the original share certificates as a trustee for and on behalf of the plaintiff.

4. Learned advocate appearing for the plaintiff refers to the letter of termination dated December 9, 2016. She submits that, the defendant no.1 cannot terminate the contract as, the title to the property stood transferred in favour of the plaintiff on October 15, 2016. She submits that, the plaintiff became aware of the subsequent transfer or an attempt to do so from the communication received by the plaintiff from the registered transfer agent of the defendant no.3. Upon the plaintiff learning about the particulars of the transferee of such shares, the plaintiff took appropriate steps and filed an application for impleading such purported transferee in the suit.

5. Learned advocate appearing for the defendant no.1 submits that, the suit as framed is not maintainable. He submits that, the prayers in the plaint did not seek specific performance of the so called agreement. In absence of the plaintiff seeking a prayer for specific performance of the so called agreement, according to him the plaintiff is not entitled to a declaration or perpetual injunction or mandatory injunction in respect of the subject shares. In support of such contention learned advocate appearing for the defendant no.1 relies upon ( Atma Ram versus Charanjit Singh, (2020) 3 SCC 311) and (Mujeeb Rehman versus Mohd. Nabi & Ors.,2017 SCConlineDel 11393).

6. Learned advocate appearing for the defendant no.1 submits that in any view of the situation, the transfer of the shares cannot be said to complete. He draws the attention of the Court to the corres