The court held that continuous readiness and willingness to perform is essential for specific performance, despite the existence of prior conditions like tenant eviction.

Judgment :

Sabyasachi Bhattacharyya, J.

1. The present appeal involves questions of both fact and law and as such is admitted to be heard on the grounds as taken in the memorandum of appeal.

2. The issues involved in the main appeal and the admission stage being identical, we take up the appeal itself for hearing.

3. The appeal arises out of the refusal to grant ad interim injunction in favour of the plaintiff/appellant in a suit for specific performance of a purported agreement comprised in a „term sheet‟ dated April 30, 2025, whereby allegedly the parties entered into a contract for sale of the suit property.

4. The learned trial Judge, in the impugned order, despite having come to the conclusion that a prima facie case had been made out, refused to grant injunction since apparently no urgency had been made out.

5. Learned counsel for the appellant argues that although at a previous stage of the present appeal, the appellant had expressed its willingness to deposit fifty per cent of the entire consideration amount of Rs. 7 crore 50 lakh, an application has been filed subsequently for extension of such time due to unavoidable circumstances on the part of the appellant.

6. It is argued further that, in any event, there is no scope for the court to insist upon readiness and willingness of the appellant to be shown in the form of deposit of any sum of money in the present case, in view of the circumstances of the case and the terms of the agreement itself.

7. Learned counsel takes the court through certain clauses of the agreement, in particular Clauses 13 and 15, which conjointly provide that simultaneously with the execution of the term sheet, the vendors had issued a termination notice to a tenant which is in possession of the property-in-question and the vendors were to assist the purchaser in the swift and effective termination of Lawrence and Mayo (the tenant) within six months from the execution of the term sheet.

8. Clause 15 provides that the vendors (respondents) would hand over clear, khas and vacant possession of the premises simultaneously upon execution of conveyance/sale deed, within six months from the execution of the term sheet.

9. Learned counsel submits that since till date no steps for eviction of the said tenant of the suit property and handing over the vacant possession of the same to the appellant has been taken by the respondents, there arose no occasion for payment of the consideration amount, which was supposed to be simultaneous with the execution and registration of the deed of conveyance.

10. As such, learned counsel for the appellant argues that the question of readiness and willingness does not arise in the present circumstances, since even as per the terms of the agreement, the time has not come for the consideration amount to be paid by the appellant.

11. It is mentioned in the passing that twice, quanta of Rs.5 lakh on each occasion were tendered to the respondents by the appellant.

12. However, by returning the said amount, the respondents have lost the right to plead that the appellant is not ready and willing to perform its part of the contract.

13. Learned counsel for the appellant places reliance on Nanik Lal Karmakar vs. Shankar Lal Shah and another reported at AIR 1962 Cal 103.

14. In the said judgment, a Division Bench of this court, while considering