Conclusion of contract if can be inferred from the recitals in the receipt.

PADMANABHAN, J. :- This appeal arises out of the judgment and decree for specific performance of a contract for sale passed by this court in C.S. No. 213 of 1974. The second defendant, H.G. Krishna Reddy and Co., is the appellant. The first respondent herein is the plaintiff and the second respondent is the first defendant in the suit. The facts of the case may be set out as follows.

2. On 26th Jan. 1974, the second respondent executed a receipt Ex.P.1 for Rs. 3,000 in favour of the first respondent. The receipt recited that a sum of Rs. 3,000 was being received towards the agreed price of Rs. 1,22,500, for the sale of the suit property by the second respondent in favour of the first respondent. It further stated that the sale was to be completed within 45 days from the date of the advocate for the first respondent passing the title deed. Among others, there was a further clause to the effect that the second respondent should execute a regular contract for sale on a stamp paper within 15 days from the date of the receipt and that if the transaction was not or could not be completed within the said 45 days or the extended time for any reason, the second respondent should return the amount of advance with interest thereon at 12 per cent per annum from that date. Thereafter, in Feb. 1974, the first respondent sent Ex.P.4 draft agreement of sale to the second respondent for his approval and signature.

The second respondent returned the draft agreement of sale to the first respondent suggesting certain amendments. Subsequently, some correspondence ensued between the parties. Ultimately, on 22nd Feb. 1974, the counsel for the second respondent wrote to the counsel for the first respondent stating that the second respondent did not propose to keep the contract for sale alive and that he could not execute any agreement for sale. He also returned the sum of Rupees 13,000 which had been paid by the first respondent towards the advance of sale consideration. It is common ground that on 28th Mar, 1974, the first respondent received the cheque for Rs.13,000, from the second respondent, without prejudice to his right under the contract for sale. it may also be mentioned that on 10th June, 1974, the second respondent sold the suit property to the appellant for a sum of Rs.1,10,000. It is, in these circumstances, the first respondent filed the suit for the specific performance of the agreement for sale entered into by the second respondent with him in respect of the suit property.

3. The second respondent in his defence contended that there was no concluded contract for sale of the suit property between the first respondent and him. He further contended that Ex.P 1 receipt did not by itself constitute a concluded contract but contemplated a written agreement for sale being entered into between the parties. The Counsel for the first respondent did not approve the title of the second respondent and wanted further particulars from the respondent to enable him to pass the title as good. Though the second respondent received a draft agreement for sale and a cheque for a sum of Rs. 10,000, he returned the draft agreement with suggestion for effecting certain amendments. But the first respondent did not agree to the amendment suggested by the second respondent. It is the further case of the second respondent that he informed the first respondent that he could not give a good title within a reasonable time and stated that if the first respondent would wait for some time and also give a further sum of Rs.60,000 for the payment of his debts, he would complete the sale transaction or else he would treat the contract as cancelled. Since the first respondent did not agree to the terms of the second respondent, the latter cancelled the agreement. Pursuant to the cancellation of the contract for sale, the first respondent also received back the sum of Rs.13,000. Thereafter, the second respondent sold the property to the appellant for a sum of Rs.1,10,