A valid termination of a contract requires written notice as specified in the agreement, and readiness and willingness are essential for granting specific performance.

Order :

KULDEEP MATHUR, J.

1. The present First Appeal has already been admitted for final hearing by this Court vide order dated 23.07.2025.

2. With the consent of learned counsel for the parties, arguments on Stay Petition No. 2273/2025 were heard on 06.11.2025.

3. The instant First Appeal has been preferred against the judgment and decree dated 17.05.2025 passed by the learned Additional District, Nathdwara, District Rajsamand, in Civil Original Case No. 43/2013, titled “LRs of Manoj & Anr. v. LRs of Laxmilal.”, whereby the suit for specific performance of a sale agreement dated 20.11.2010 was decreed in favour of the respondents–plaintiffs.

4. Brief facts as pleaded before the learned trial Court on behalf of the respondents-plaintiffs are that Plot No. 40 situated in Block ‘D’ of Sukhariya Nagar, Nathdwara, was agreed to be sold by the appellant - defendant to the respondents–plaintiffs for a total consideration of Rs.21,51,000/- (Rupees Twenty-One Lacs Fifty-One Thousand) through a sale agreement dated 20.11.2010. The appellant - defendant received an amount of Rs.10,00,000/- (Rupees Ten Lacs) as earnest/advance money at the time of execution of the above agreement. Subsequently, an additional sum of Rs.5,00,000/- (Rupees Five Lacs) was paid in cash to the defendant as per the agreement between the parties. Thereafter, on 15.01.2011, an amount of Rs.2,00,000/- (Rupees Two Lacs) was paid by the respondents - plaintiffs to the defendant’s son, Yashraj Soni, towards part performance of the agreement. Thus, in all, the respondents–plaintiffs paid a total sum of Rs.17,00,000/- (Rupees Seventeen Lacs) to the appellant - defendant. In the plaint, it was averred that the respondents–plaintiffs had always been ready and willing to pay the balance sale consideration; however, the appellant - defendant deliberately adopted delaying tactics in order to avoid receipt of the remaining amount, as they had been approached by third parties offering a higher price for the property in question. In these circumstances, the respondents–plaintiffs published a public notice in a leading daily newspaper on 29.01.2012 through their advocate, expressing their intention to complete the sale agreement dated 20.11.2010 and also got served a legal notice dated 30.01.2012 upon the appelalnt - defendant seeking specific performance of the agreement. In response, the appellant - defendant, vide reply dated 02.02.2012, informed the respondents–plaintiffs that the sale agreement stood cancelled due to their failure to pay the balance consideration within two months from the date of the agreement.

5. In his written statement, the appellant - defendant admitted the execution of the sale agreement dated 20.11.2010, but contended that only Rs.5,00,000/- (Rupees Five Lacs) was paid at the time of the agreement, and not Rs.10,00,000/- (Rupees Ten Lacs) as claimed. The defendant further denied the payments of Rs.5,00,000/- (Rupees Five Lacs) and Rs.2,00,000/- (Rupees Two Lacs), alleging that the same were never made. It was further pleaded that time was of the essence of the contract, and as the respondents- plaintiffs failed to pay the balance consideration despite oral reminders on several occasions, the agreement automatically stood cancelled after expiry of two months from date of its execution. It was contended that the appellant - defendant had repeatedly requested the plaintiffs - respondents to pay the balance consideration, but they neither paid nor showed their willingness to pay, thereby breaching the agreement by their own conduct.

6. On t