Prashant Kumar Mishra, J.

1. This is the defendant's First Appeal under Section 96 of the CPC assailing the legality and validity of the judgment and decree rendered by the trial Court/District Judge, Raipur decreeing the plaintiff's suit for specific performance holding that the plaintiff is entitled to get executed the sale deed upon payment of balance sale consideration of Rs.11 lakhs to the defendants.

PLEADINGS

2. The plaintiff's case, as projected in the plaint filed on 5.2.1991 is that the suit plot bearing Khasra No.280/2, Mouja Baijnath Para, Mahal No.2, Raipur, ad measuring 30,560 square feet has a building named as Amardeep Talkies, which is run by the plaintiff. The plot is owned by the defendant No.1, a Society registered under the CG Society Registrikaran Adhiniyam, 1973 (for short 'the Adhiniyam, 1973'). By an agreement of sale dated 1.11.1982, the defendant agreed to sell the suit plot to M/s Saroj Screens Private Limited for total consideration of Rs.13 lakhs and the defendant received the earnest money of Rs.2 lakhs from M/s Saroj Screens Private Limited by a demand draft dated 29.10.1982. By a letter dated 1.12.1983 M/s Saroj Screens Private Limited requested the defendant to substitute the plaintiff as purchaser of the suit plot on the same terms and conditions which were accepted by the defendant by entering into agreement dated 12.12.1983 by substituting the present plaintiff as purchaser.

3. As per the terms of agreement dated 12.12.1983, the balance sale consideration of Rs.11 lakhs shall be paid by the plaintiff. Before execution of the sale deed the defendant was required to obtain necessary permission from the competent authorities for transfer of the suit plot and after completion of the other formalities, the defendant was to inform the plaintiff regarding execution of the sale deed and thereafter within 2 months of the receipt of the registered notice, the plaintiff was to tender the draft sale deed to the defendant for its execution. On defendant's failure to comply, the plaintiff was conferred right to institute a civil suit. According to the plaintiff, it was always ready and willing to perform its part of the contract for execution of the sale deed. However, even after obtaining income tax clearance and permission from the Registrar of Societies, the defendant did not execute the sale deed. The plaintiff served many letters and met Secretary of the defendant society personally requesting to take necessary steps in the matter, however, the sale deed was not executed. After grant of permission from the Registrar of Societies on 1.6.1989, the plaintiff served a notice on 14.6.89 and copy of the draft sale deed on 14.7.89, however, the defendant kept quiet. The plaintiff thereafter served a legal notice on 7.8.89 requesting execution of the sale deed within 15 days but yet again the notice was not replied. The plaintiff thereafter filed the present suit on 5.2.1991.

4. The defendants filed separate written statement denying the plaint averments. According to defendant No.1 (for short 'the Society'), the entire plot is owned by it and only over a portion of the plot Amardeep Talkies is situated. The cinema hall belongs to Dudhahari Shri Vaishnawa Trust. The plaintiff has acquired lease of the building from the said trust. The society disowned and repudiated the agreement terming it invalid and not enforceable against it. It is specifically averred that the Secretary of the Society who had signed the agreement had no authority to execute such agreement touching transfer of the property of the defendant society. Hence the agreement is not binding on the society and as such, it has no contractual obligation to execute the sale deed as sought to be enforced. Referring to the Articles of Association of the society, it is averred that it empowers the Board of Management, who shall, in turn empower the President to exercise power of sale, purchase etc. Therefore, the power to enter into a sale agreem