The plaintiffs are the appellants. They lost before both the Courts below in a suit for specific performance of an agreement of sale. Their claim is that though they have paid Rs.4 lakhs out of the total sale consideration of Rs.4,05,000/- as advance, the Courts below erred in law in rejecting their claim on the reason that they were not ready and willing to perform their part of the contract, especially, when the agreement stipulated three years as the time limit for performance and only a sum of Rs. 5,000/- was to be paid as the balance sale consideration. The defence taken by the defendants is that the agreement was not intended towards any sale transaction and on the other hand, it is an outcome of a loan transaction.

2. The trial court dismissed the suit on the reason that the transaction between the parties was only a loan transaction. The appellate Court dismissed the appeal by observing that the plaintiffs have not proved their readiness and willingness from the date of execution of the agreement till the proceedings are initiated before the Court.

3. Heard Mr. P. Jagadeesan, learned counsel appearing for the appellant and Mr. Thirumavalavan, learned counsel appearing for the Caveator and perused the materials placed before this Court.

4. The plaintiffs are aggrieved against the concurrent finding of the Courts below in dismissing their suit for specific performance. Based on the facts and circumstances of the present case and the findings rendered by the Courts below, unless there exists a substantial question of law, the plaintiffs are not entitled for the indulgence of this Court to entertain this Second Appeal for further hearing on such substantial question of law. In this case, it is claimed by the plaintiff that the entire sale consideration agreed between the parties is Rs.4,05,000/-, out of which, they paid Rs.4 lakhs as early as on the date of agreement, namely, 10.5.2002. No doubt, it is true that three years time limit is stipulated for the performance of the contract. Therefore, for paying the balance sum of Rs.5,000/- and getting the sale deed executed, one will not wait for three years and ask the vendor to execute the sale deed at the end of third year. It does not appear to be with any sense or sound reasoning that parties to the agreement, who, are really intending to effect the sale, would give such a long time of three years for paying the balance sum of Rs.5,000/-, more particularly, owing to the fact of escalation of real estate market every year. Needless to mention that any time limit fixed is to show the upper time for execution and not to be construed as the real time for execution. Therefore, within the time limit, the plaintiffs should have come forward to get the sale deed executed at the earliest point of time, more particularly, when the balance amount payable, in this case, is only Rs.5,000/-. Absolutely, there is no justification or explanation given by the plaintiffs for waiting for such a long period of three years and issuing the notice only on 02.03.2005 demanding specific performance. Therefore, it is abundantly clear that the entire transaction between the parties appears to be a loan transaction and therefore, the trial Court has rightly directed the defendant to repay the sum of Rs.4 lakhs received and referred to under the agreement.

5. The very issue with regard to the readiness and willingness has been considered by this Court in very many decisions, out of which, the recent one is reported in 2016(2) TLNJ 629, Johnson vs. E. Pushpavalli, wherein under similar circumstances, the claim for specific performance was rejected by observing in paragraph No.8 and 9, as follows:-

8. In a suit for specific performance of an agreement of sale, the following are the necessary factors to be pleaded and proved by the plaintiff:-

(a) that there is a valid agreement entered into between the parties in respect of the suit property;

(b) that the plaintiff is always ready and willing to per