Sanjay Kishan Kaul, J.

1. The subject matter of dispute in the present cases is the ground floor of a commercial property on a plot area measuring 92.78 sq.yds. bearing No.23, Defence Colony Market, New Delhi-110024. The leasehold rights in the plot are stated to have been transferred by the Settlement Officer (G.P.B.) Jam Nagar House in favour of one Shri Hans Raj vide a perpetual lease deed dated 31.1.1964. Shri Hans Raj in turn sold the property to Shrimati Raj Kumari Garg, appellant herein, vide sale deed dated 27.8.1974. She raised construction on the same by converting the property to a basement, ground floor, first floor and second floor. The property was mutated in her name by the L&DO vide Mutation letter dated 19.12.1974. The land use is stated to have been changed from residential to commercial in pursuance of a supplement deed dated 18.3.1980 executed in her favour by the L&DO.

2. Shrimati Raj Kumari Garg entered into an agreement to sell & purchase dated 7.7.1998, which is a registered document, qua the ground floor of the said property in favour of Shri Dinesh Gupta and Shrimati Nirmala Gupta, mother of Shri Dinesh Gupta (respondents 3 & 4 herein). The agreement to sell & purchase records that the ground floor was licensed to M/s. Domino?s Pizza India Limited (for short „M/s. Domino?s?) at a monthly license fee of Rs.1.25 lakh vide a Deed of License dated 18.5.1996 and that the property was otherwise a self-acquired property where no one else including her legal heirs, successors or anyone else had any right, title or interest. The stated consideration as per the agreement is Rs.25.00 lakh out of which Rs.24.50 lakh had been paid and the balance Rs.50,000.00 was to be paid on execution and registration of the sale deed in favour of respondents 3 & 4 or their nominee(s). The balance sum of Rs.50,000 is stated to have been paid by Respondent No. 3 & 4 to the Appellant herein vide receipt dated 8.7.1998, i.e., the very next day, without waiting for execution of the sale deed. Thus, full consideration stands paid. The transfer was of the entire ground floor along with the structure thereon and fittings and fixtures together with 2/5th undivided share in the land. The agreement specifically states that respondents 3 & 4 had stepped into the shoes of the appellant qua the license agreement and, thus, the license fee would be payable to them from 1.7.1998 by M/s. Domino?s who were in physical possession of the said portion. Clause 9 of the agreement reads as under:

“9. That if it is required or policy changes in future, the First Party shall apply and obtain the Sale Permission from the Land & Development Office, Nirman Bhawan, New Delhi or will apply for conversion of Lease hold to freehold in respect of the property under sale, in favour of the Second Party or his nominee(s), at his own costs and expenses. That after obtaining the sale permission/conversion the First Party will sign and execute proper Sale Deed in favour of the Second Party or his nominee(s) and will get the same registered with the Sub-Registrar, concerned.”

2. 3. The appellant was required to obtain a No Objection Certificate from the Income Tax Department in Form 34A under Section 230A(1) of the Income Tax Act, 1961. The agreement to sell & purchase was not a solitary document and, as per clause 10 of the agreement, was accompanied by other documents to fortify the title of respondents 3 & 4 being GPA, Will, Agreements, SPA, Affidavits, Undertakings, Indemnity Bond, Attornment letter, etc. There is specific authorization vested with respondents 3 & 4

giving them unfettered and uninterrupted rights and powers to further sell or otherwise transfer, in any manner, in whole or in part to anybody and that the appellant would have no claim or objection to the same. It may be noted here that there are apparently two versions of the agreement, both of the same date. This clause is numbered as clause 18 in the agreement to sell & purchase filed