P. Kalaiyarasan, J.

1. This Appeal Suit is directed against the Judgment and Decree, dated 25.08.2008 passed by the Additional District Court, Krishnagiri in O.S.No.87 of 2004 decreeing the suit for specific performance.

2. The plaint averments are as follows:

(i) The defendant is a private limited company represented by its Managing Director. The defendant company owed a sum of Rs.24,00,000/- to ICICI Bank and the same would be cleared out of the sale proceeds by selling the suit schedule property. There was also labour problem and the company was in arrears of electricity charges. Representing the above facts, the defendant wanted to sell the suit property. The plaintiff after the conclusion of the sale talks, entered into a sale agreement with the defendant on 16.07.2003 fixing the sale price at Rs.24,00,000/-. Rs.10,000/- was paid as an advance and the balance of sale consideration of Rs.23,90,000/- is to be paid to the ICICI Bank, Chennai on behalf of the defendant to discharge the loan liability within 15 days and the defendant also agreed to execute the sale deed after clearance of the loan dues to ICICI Bank. Though the plaintiff is capable of purchasing the property out of the own deposits assets and resources, he approached the Indian Overseas Bank to raise Rs.20,00,000/- to avoid any future income tax complications. He also arranged the remaining amount of the sale consideration out of his resources.

(ii) One of the essential terms and conditions of the sale agreement is that the defendant should remove all the machinery from the schedule mentioned property within 15 days and deliver vacant possession at the time of the sale deed. In the meanwhile, on 25.07.2003, the plaintiff received a protest letter from the Union of the defendant company workers objecting to the plaintiff purchasing the suit property stating that the management has not cleared the dues of the workers and also stating that the dispute is pending before the Deputy Commissioner of Labour, Salem. The plaintiff also learnt that the defendant had failed to clear the electricity charge arrears and other statutory liabilities. On 30.07.2003 when the plaintiff along with the mediators met the defendant and requested him to remove the machinery and also clear other arrears including the workers dispute, the defendant represented that they will not remove the machinery and the plaintiff has to lease back the property to the defendant company to run the industry for a monthly rent of Rs.26,800/-. Though the plaintiff has been ready and willing to pay the balance of sale consideration and take the sale deed only on account of the non co-operation of the defendant and other breach committed by the defendant, the sale transaction could not be gone through within the said period. The plaintiff issued a legal notice, dated 20.08.2003 to the defendant, for which he sent a reply on 21.08.2003 with false allegations. Therefore, the plaintiff has filed the suit.

3. The averments made by the defendant in the written statement are as follows:

(i) It is true that the suit property belongs to the defendant company. The defendant company had already closed its operations in the suit property due to various factors and decided to settle the suit property to clear the mortgage loan to ICICI Bank, Chennai. The defendant company and its sister concern namely Radiant Steels Pvt., Ltd., and Star Brite Steels Pvt., Ltd., Chennai took secured loan from the ICICI Bank, Chennai for which the suit property was given as security by deposit of title deed and the machinery was hypothicated to it. The total loan amount with interest had accumulated to over Rs.1,51,60,000/- and after negotiation, the said ICICI Bank on 24.03.2003 had agreed to receive Rs.67,00,000/- as one time settlement for full and final settlement of all the dues of all the said three companies.

(ii) As stipulated by the Bank, the defendant company paid Rs.30,00,000/- on 31.03.2003 to the ICICI Bank. At the reque