An agreement to sell must contain essential elements such as the total sale consideration, the parties to the agreement, and the time frame for the transaction. In the absence of these elements, the agreement is uncertain and unenforceable.

( 1 ) THE plaintiff company has filed this suit for specific performance of the agreement to sell dated 17th June, 1995 whereby the defendants had alleged to have agreed to transfer the defendant No. 1 company alongwith its assets in favour of the plaintiffs. It is alleged that only asset of the defendant company is the land measuring 13 bighas and 2 biswas in Village Bijwasan, Tehsil Mehrauli, New Delhi and defendants 2 and 3 were holding the total equity capital of defendant No. 1 company. One Shri S. P. Aggarwal is stated to have negotiated on behalf of the plaintiff with defendant No. 2 for sale of the shares of defendant No. I company and a concluded contract is alleged to have been arrived at between the parties whereby the price of Rs. 34 lakhs was fixed for transfer of shares of defendant No. 1 company. A sum of Rs. 1 lakh is stated to have been paid by the plaintiff in cash to defendant No. 2 and a receipt was executed by the said defendant in his own hand and it was agreed that a formal agreement as required under the Income Tax Act would be executed and submitted under Section 269 of the Income Tax Act. Thereafter it appears that the deal could not come through inspite of the plaintiff being allegedly always ready and willing to perform its part of the obligations and having sent all necessary documents to the defendants for completing the transaction, which resulted in the plaintiff filing the present suit for specific performance of the said agreement to sell.

( 2 ) ALONGWITH the suit an application for ad in terim order of injunction was filed alleging that defendants were contemplating to sell the property in favour of one Mr. Deepak Kaicker and they had also applied for grant of no objection certificate from the revenue authorities for the same. This Court vide orders dated October 11, 1995 had restrained the defendants from executing the sale deed in favour of the said Mr. Deepak Kaicker.

( 3 ) THE defendants instead of filing the written statement have filed separate replies to the application for stay and have denied the allegations made in the plaint. It is denied that there was any agreement to sell between the parties for transfer of the shares of defendant No. 1 company. It is stated that even according to the allegations made in the plaint, the negotiations which had taken place were between defendant No. 2 and Mr. S. P. Aggarwal and there was no privity of contract between the parties to the suit. It is also stated that in law there could be no sale of the company and it could be only sale of shares of the company and even if there were negotiations in respect of the sale of the company by defendant No. 2, defendants 1 and 3 could not be held bound by the same. It is stated that some negotiations did take place between Mr. S. P. Aggarwal and defendant No. 2 and Mr. S. P. Aggarwal was clearly told that he should send a formal offer and in case the offer suited defendant No. 2 and was acceptable to defendant No. 3, the parties could go ahead with the contemplated transaction of the sale of shares. The said firm commitment was to come latest by 30th June, 1995 failing which it is alleged that the negotiations could be deemed to have come to an end. It is also stated that on receipt of the concrete offer, the Chartered Accountants of both the parties were to exchange documents in order to expedite the matter. It is further stated that as the negotiations were still going on and some information about the assets and liabilities of the defendant company was required that some documents were exchanged between the Chartered Accountants of the parties so as to enable the said Mr. S. P. Aggarwal to make a concrete offer for sale of defendant No. 1 company. It is alleged that no agreement was arrived at between the parties in respect of price, time frame or other particulars and as such there was no concluded contract which could be spedfically enforced by the parties. It is further alleged that