Devan Ramachandran, J.

1. If there will be one case, the facts to which the maxims commodum ex injuria sua non habere debet (convenience cannot accrue to a party from his own wrong) and nullus commodum capere potest de injuria sua propria (no one can obtain an advantage of his own) may be most suitable, it may well be this appeal.

2. The defence built by a defendant in a suit, from which this appeal arises, in answer to a claim made by the plaintiff for specific performance, of an agreement between them to transfer the former's equity shares in a private limited company, is certainly ingenuous and perilously bordering on sheer guile. We say so because the facts involved herein presents the story of a rather bewildering retort, to the claim of the plaintiff for specific performance of the agreement, by the defendant underpinning it on the counter allegation that the agreement is illegal and against public policy but incredulously conceding all the while that he had executed the same knowing it to be contra legum and even contra bono mores, thus pre-arming himself with the legal excuse in not enforcing it and opposing it when it is sought to be enforced against him.

3. We will now deal with the most unexpendable facts involved in this case which will require our pointed consideration.

4. This appeal has been preferred by the first defendant in O.S.No.128 of 2011 on the files of the Sub Court, Thiruvalla. The suit was laid by the 1st respondent herein (who will hereinafter be referred to as the plaintiff) against the appellant herein and four others, arrayed as defendants 2 to 5, who are stated to be the only shareholders and directors of a private limited company by name Cavunal Rubber Estate Private Limited, which was initially incorporated under the Travancore Companies Act, 1114 and which subsequently become a deemed company under the provisions of the Indian Companies Act, 1956.

5. According to the plaint averments, the company's registered office is at Thiruvalla and the plaintiff alleges that the affairs of the company was being mismanaged by its directors due to certain internal dissentions among them. The plaintiff assets that, in order to find a quietus of the disputes, all the shareholders of the company, who are also its directors, namely, the appellant and respondents 2 to 5 herein, agreed between themselves to cause all the shares of the company to be transferred to a third party, thus giving up their ownership and control over the company as well as its only asset, namely, a rubber estate comprised of 57.5 Acres at Perunad Village in Ranni Taluk. As per the plaintiff, in furtherance of their intention to sell their shares and thereby sell the company itself, the appellant and respondents 2 to 5 had approached him, with whom he had thus entered into an agreement dated 10.6.2009. This agreement has been produced and marked on record as Ext.A1.

6. As per the terms of this agreement, the shareholders of the company, namely the appellant and respondents 2 to 5 herein, agreed to sell all their shares in the company, ie., 100% of its shares, to the plaintiff for a consolidated total consideration of Rs.3,40,00,000/- (Rupees Three Crores Fourty Lakhs only). The agreement records that the plaintiff namely the vendee, had paid an amount of Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs only) as advance, which was tendered by him to the appellant and respondents 2 to 5, by way of account payee demand drafts, issued from the Bank of Baroda, Pathanamthitta Branch for Rs.1,10,00,000/- and the balance amount of Rs.40,00,000/- in cash. The agreement also acknowledges that the vendors, namely the appellant and respondents 2 to 5 herein, had received their share of the advance amount, in equal proportion, namely Rs.30,00,000/- each.

7. The agreement expressly covenants that since the company was not functioning well from 2003 and since there were internal dissensions among the shareholders they have decided to sell all their shar