1. When a contract get concluded or when a concluded contract come into existence?

1.1. Whether a contract can be spelt out of performance established through long correspondence?

1.2. Whether there had been consensus ad idem on the subject matter of the contract between the parties?

1.3. When the conduct demonstrates the contract, whether non-completion of the final part of the agreement alone can be pleaded towards denial of the existence of the contract itself?

1.4. Whether the existence of a concluded contract depends upon the completion of performance already made or should it depend only upon the formal completion of a document detailing the performance to be made?

1.5. Want of communication of the confirmation by the plaintiff, whether really stands in the way of there being a concluded contract?

1.6. Whether the performance of the condition in the agreement by the plaintiff is sufficient to constitute acceptance in the absence of an express notification of the acceptance of agreement to the defendant?

1.7. When the material terms are agreed upon between the parties or when the material terms agreed upon are capable of being ascertained or when there was a mutual assent, which as to its nature is unqualified, and as to its extent, covered all material terms under negotiation, even then, whether it can be contended that there is no concluded contract?

The above are the issues that arises for consideration in this Civil Suit.

2. The suit is filed seeking specific performance of lease agreement as per the draft approved by the defendant.

2.1. The plaintiff is the New India Assurance Company, a Subsidiary of the General Insurance Corporation of India, having Regional Office at Chennai.

3. The plaintiff has taken on lease, portions of the building owned by the defendant known as “Spencer Tower-I, comprising carpet area of about 11306.62 sq.ft., in the second and third floors of the building situated in Door No.770A Annasalai, Chennai, in R.S.No.26/2 for a period of 99 years.

3.1. The lease was in pursuance of the agreement between the plaintiff and the defendant and in consideration of the mutual covenants agreed upon. The defendant handed over the possession of the premises transferring the leasehold, for a period of 99 years.

3.2. The draft lease agreement prepared by both the parties was duly approved by the defendant, on 01.02.1995, vide their letter. The draft lease deed was signed by the Director of the Spencer Estates Limited on each and every page. The rent payable was agreed upon as Rs.6,09,553.36 per annum, payable on or before 15th April of every year. The proportionate property tax was also paid by the plaintiff.

3.3. The plaintiff also paid to the defendant, as deposit, an amount of Rs.60,39,225.40, which bears the interest at the rate of 10% from the date, when the plaintiff was put in possession of the premises. The keys were actually handed over on 16.11.1981. All expenses and outgoings were paid by the plaintiff, as agreed upon. Despite approval of the draft lease agreement by the Director, Spencer Estates Limited, the defendant was evading execution / registration of the lease deed, as contemplated under the Transfer of Property Act, read with Indian Registration Act.

3.4. The plaintiff issued legal notice, dated 09.10.1997, calling upon the defendant to execute the lease deed in their favour within one month. The defendant sent an evasive reply, dated 05.02.1998. Hence, the plaintiff was compelled to file the suit. The plaintiff has been ever ready and willing to perform his part of the contract, but the defendant was not willing. Hence, the suit.

4. The brief averments in the written statement are as follows:-

4.1. The suit is barred by limitation.

4.2. There was no concluded contract between the plaintiff and the defendant.

4.3. The averment that the property was taken on lease for a period of 99 years is disputed. There was no consensus on the terms and conditions of the lease. There was no grant or transfer of