The plaintiff's readiness and willingness to perform the contract, the genuineness of the agreement of sale, and the conduct of the parties were crucial in determining the entitlement to specific performance of the contract.

(Prayer: This Appeal Suit is filed against the judgment and decree dated 22.07.2009 made in O.S.No.150 of 2007 by the learned I Additional District Judge, Coimbatore, dismissing the suit for specific performance, however, directing the defendant to return a sum of Rs.3,39,115/- with interest @ 7.5% p.a. from 10.03.1997 till date of suit and thereafter @ 6% p.a. till date of realization.)

1. The plaintiff, who lost his suit for specific performance of contract before the court below, is the appellant herein. The suit in O.S.No.150 of 2007 was filed for specific performance of contract on an agreement of sale dated 28.07.1996 entered into between the plaintiff and the defendants in respect of suit property on receiving the balance sale consideration from the plaintiff. The court below has, by judgment and decree dated 22.07.2009, dismissed the suit in respect of specific performance of contract, however, directed the defendants to return a sum of Rs.3,39,115/- to the plaintiff with interest @ 7.5% p.a. from 10.03.1997 till date of suit and thereafter @ 6% p.a. till date of realization. Challenging the dismissal of the suit in respect of specific performance of contract, the plaintiff is before this court with this appeal suit.

2. The case of the plaintiff is that the suit property absolutely belongs to the 1st defendant firm. The defendants 2 and 3 are the partners and also father and son. The suit property was allotted to the 1st defendant by Tamil Nadu Small Industries Development Limited (in short, “SIDCO”). On 29.06.1994, the defendants leased out the property to the plaintiff on a monthly rent of Rs.1,300/-. The plaintiff has been running an industry in the suit property. The defendants obtained loan from Tamil Nadu Industrial Investment Corporation Limited (in short “TIIC) and created an equitable mortgage by depositing the title deeds relating to the suit property. The defendants were liable to pay a sum of Rs.3,09,115/- with interest to the TIIC. When the defendants failed to pay the outstanding principal and interest, the TIIC had locked the preemies and removed the machineries from the industry owned by the plaintiff. Only thereafter, the defendants informed the plaintiff that the original title deeds are with TIIC and they were liable to pay a sum of Rs.3,09,115/- with interest. In the above said circumstances, the defendants made an offer to sell the leased out suit property for consideration and they had requested the plaintiff to clear off the dues payable to TIIC on behalf of them and pay the balance sale consideration to them. Since the plaintiff had already invested huge sum to put up an industry and the premises was locked and sealed by the TIIC for the loan dues, the plaintiff had agreed to the proposal of the defendants. Accordingly, on 28.06.1996, an agreement of sale was entered into between the plaintiff and the 1st defendant, wherein the 2nd defendant had agreed to convey the suit property for a total consideration of Rs.5,30,000/- including the electricity service connection etc. As per the condition of the agreement of sale, the plaintiff had to discharge the debts payable to TIIC by the 1st defendant and the balance sale consideration was agreed to be paid within 6 months. At the time of agreement, the 2nd defendant had stated that the loan amount due was about Rs.2,60,000/- But, on verification from TIIC, the plaintiff came to know that the actual loan outstanding was Rs.3,09,115/-.

3. The 3rd defendant being the son of the 2nd defendant even though he had not signed in the sale agreement by his conduct entrusted the management of the firm to the 2nd defendant to act for and on behalf of 1st defendant in dealing with the third parties. The defendants also further agreed not to collect rent till the loans are clear off and until sale is concluded. As per the agreement of sale, the plaintiff had discharged the entire loan outstanding payable by the defendants to TIIC and pursuant to the authoriza