The main legal point established in the judgment is that the absence of a provision regarding the obligation to obtain NOC did not render the Memorandum of Understanding (MoU) inchoate, and the plaintiff's failure to prove its financial capacity and readiness to perform its part of the contract led to the dismissal of the appeal.

S. RAVINDRA BHAT, J.

1. This is an unsuccessful plaintiff's appeal, against dismissal of its suit for specific performance of an agreement to purchase farmland property. A learned Single Judge of this Court dismissed the suit, by judgment and decree dated 30.07.2015.

2. The suit claim by the appellant-plaintiff (hereafter "Futuristic") was premised on an Agreement to Sell/ Memorandum of Understanding (MoU) dated 24.05.2005.Futuristic claimed that the first defendant (hereafter "Nirmal") agreed-through the second and third defendants (the fathers of fourth and fifth defendants respectively), to sell an agricultural farm measuring 12 bighas and 8 biswas, as per the mutation dated 21.09.1993, located in village Ghitorni, New Delhi (approximately 12350 sq. yd, hereafter "suit property"). The fourth and fifth respondents were shareholders and Directors of Nirmal. Futuristic claimed that the second and third defendant acted for and on behalf of Nirmal. The suit alleged that the total agreed consideration for the suit property was Rs. 2,37,50,000/-. Of the total price a sum of Rs. 5 lakhs was paid to second and third defendants into the account of Nirmal, on the date of entering into of the MoU, i.e. 24.05.2005. Futuristic alleged breach of the agreement by Nirmal, in its refusal to sell the suit property although it (the plaintiff, Futuristic) was ready with the balance Rs. 2,32,50,000/- by the first week of July, 2005 at the time of signing of the sale deed. According to Futuristic, Nirmal deliberately breached the agreement because it failed to secure the necessary NOC (No objection certificate) for sale of the property from the concerned authority under the Delhi (Restrictions on Transfer of Land) Act, 1972 (hereafter 'the 1972 Act'). The suit further alleged that Nirmal took untenable excuses that it did not have the original title documents of the suit property with it.

3. Nirmal, in its written statement, denied that the MoU dated 24.05.2005 was at all entered into on its behalf by the second and third defendants. That the said two defendants signed the MoU was not denied. Nirmal, however, stated that the said two defendants were neither its shareholders nor directors; in their personal capacity as fathers of the two shareholder directors, they could only generally discuss terms of the sale of the suit property. They, however, were not empowered to enter into the agreement to sell. The plaintiff's financial capacity for completing the sale transaction was, in any event, doubted. Nirmal's pleadings were also that the fourth and fifth defendants transferred their shareholding to the Singh Group comprising Sh. Kiranjit Singh, Sh. Manvajit Singh and Dr. Sunita Singh on 31.12.2005.The Singh Group further transferred the shareholding to Rajesh Jain Group, being the family members of Sh. Rajesh Jain. Nirmal, therefore, sought dismissal of the suit. During the proceedings, the second and third defendants did not appear and were set down ex-parte. The fourth and fifth defendants reflected Nirmal's stand, in their written statement.

4. In the suit, the following issues were framed on 09.08.2007.

"(1) Whether defendant Nos. 2 & 3 acting on behalf of defendant no.1 signed a document titled MOU dated 24th May, 2005 and agreed to sell the agricultural land with building thereon situated at Khasra No.630 admeasuring 12 bighas and 8 biswas located in village Ghitorni, New Delhi for a total sale price of Rs. 2,37,50,000/- to the plaintiff, if so to what effect? OPP

(2) Whether the plaint has been signed, verified and instituted by a duly authorised person on behalf of plaintiff? OPP

(3) Whether the MOU dated 24th May, 2005 is not an agreement to sell as alleged by defendant No. 1? OPD

(4) Whether the plaintiff was ready and willing to perform his part of obligation under the agreement? OPP

(5) Whether the plaintiff is entitled to a decree of specific performance of the MOU/Agreement to Sell dated 24th May, 2005, if so, on what terms and condi