Transferee for value who has paid his money.

The first plaintiff, since dead and represented by his heirs, plaintiffs 2 to 6, (hereinafter referred to as the plaintiff) entered into an agreement with the 1st defendant for the purchase of a house and site in Mayuram, under an agreement, Exhibit A-1 dated 19th March, 1960 executed by the first defendant for a price of Rs. 1,000. On 9th September, 1961, the first defendant sold the property to the second defendant for a sum of Rs. 1,900. Notices passed between the parties in which the plaintiff’s claim was denied and the plaintiff filed the present suit for specific performance of the agreement, Exhibit A-1.

The first defendant resisted the suit on the ground inter alia that the agreement of sale is vague, that there was no consensus ad idem between the parties as to the exact extent to be sold, that subsequent to the agreement of sale, the plaintiff gave up his rights and that only thereafter the property was sold to the second defendant. The latter, while adopting the pleas raised by the first defendant raised the further plea that he is a bona fide purchaser for value and in good faith without knowledge of the prior agreement of sale.

The trial Court negatived all the contentions of the defendants and decreed the suit as prayed for, but on appeal, the lower appellate Court, on a process of reasoning wholly unintelligible and perverse in the extreme, reversed the decision of the trial Court and dismissed the plaintiff’s suit. The judgment of the learned Subordinate Judge betrays utter lack of grasp of elementary principles of law of contract and specific performance.

The plaintiff’s agreement of sale provides that out of the total consideration of Rs. 1,000, an advance of Rs. 100 was paid, that within two weeks from the date of the agreement, the sale transaction should be completed, and that in case the vendor committed default, he should return the sum of Rs. 100 advance paid and also pay the vendee a further sum of Rs. 200. The case of the plaintiff as set out in the prior notices which passed between the parties, in the plaint, and. as spoken to in the oral evidence, is that he was always ready to complete the transaction, having purchased stamp papers, that when he pursued the first defendant, the latter was evading. The lower appellate Court dismissed the plaintiff’s suit on the following grounds; (1) that there has been an abandonment and waiver on the part of the plaintiff, (2) the contract is vague and uncertain and cannot be specifically enforced and (3) that the second defendant is a transferee for value who has paid his money in good faith and without notice of the plaintiff’s agreement and so the plaintiff cannot, in any event, claim any rights as against the second defendant.

Before I proceed further, it is necessary to refer to Exhibit A-2, the notice issued on behalf of the plaintiff dated 7th July, 1960 and the reply sent on behalf of the first defendant, Exhibit A-3 dated 25th July, 1960. Exhibit A-2 is a simple notice sent by the plaintiff expressing readiness and willingness on his part to complete the transaction and charging the first defendant with evasive conduct. In the reply notice Exhibit A-3, it was stated that the first defendant was throughout willing to complete the transaction as per the contract, but that the plaintiff told the first defendant on 3rd April, 1960 that the former had some inconvenience in purchasing the property, that the first defendant therefore was at liberty to sell the property to any third party and return the advance of Rs. 100 to the plaintiff but that the first defendant refused to return the sum of Rs. 100 as he was always ready and willing to complete the transaction, the default was on the part of the plaintiff, that the plaintiff thereupon agreed to forfeit the advance sum of Rs. 100, and that the plaintiff was not therefore entitled to claim specific performance thereafter. It is significant to mention here, that the reply notice, Exhibit A-3, sent on beha