2026 Supreme(Mad) 962

IN THE HIGH COURT OF JUDICATURE AT MADRAS
K.Kumaresh Babu, J.
R.Palanisubramanian - Appellant
Versus
M/s.Trans Medica (India) Limited - Respondent
AS No. 169 of 2017 & CMP.No.7341 of 2017 & 14609 of 2023
Decided On : 05-06-2026

In a suit for specific performance, the plaintiff's failure to satisfy the mandatory statutory requirements of demonstrating continuous readiness and willingness to perform their obligations, combined with reliance on an unregistered agreement for property transfer, renders the claim legally unsustainable and unenforceable.

Headnote:(A) Specific Relief Act, 1963 - Section 16(c) - Suit for specific performance - Requirement of readiness and willingness - Plaintiff admitted in cross-examination of not communicating readiness and willingness to perform contract to defendant - Mandatory requirement under Section 16(c) not satisfied - Entitlement to specific performance denied. (Para 31)

(B) Registration Act, 1908 - Section 17(1-A) - Transfer of Property Act, 1882 - Section 53A - Unregistered agreement for sale - Compulsory registration - Document relating to contract for transfer of immovable property for consideration requires compulsory registration - Unregistered agreement inadmissible for purposes of Section 53A and specific performance. (Para 18, 32)

(C) Evidence Act, 1872 - Sections 91 and 92 - Oral evidence - Registered sale deed - Registered documents regarding immovable property cannot be varied or contradicted by oral evidence - Parties cannot claim possession based on unregistered instruments when registered title exists. (Para 16, 27)

(D) Practice and Procedure - Suppression of material facts - Failure to disclose earlier litigation concerning subject property - Plaintiff found to have not approached the Court with clean hands - Dismissal of suit on merits confirmed. (Para 17, 33)

Facts of the case:
The appellant initiated a suit for specific performance based on an unregistered agreement for sale allegedly executed by the respondent company, claiming payment of advance consideration and delivery of possession. The respondent denied the existence of the agreement, its genuineness, and any delivery of possession, asserting that the property was subsequently sold to another entity via a registered sale deed. The Trial Court dismissed the suit, finding the agreement unproven, the plaintiff's readiness and willingness absent, and the document legally unenforceable due to non-registration.

Findings of Court:
The Trial Court/Appellate Court determined that the plaintiff failed to establish the genuineness of the agreement, did not satisfy the statutory requirement of readiness and willingness, and failed to disclose prior litigation regarding the property. The court held that the absence of registration for a contract of sale involving property transfer renders it unenforceable under the relevant registration statute.

Issues: Whether the plaintiff fulfilled the requirement of readiness and willingness to perform the contract; whether the unregistered sale agreement was enforceable to grant specific performance and possession; whether the plaintiff approached the court with clean hands.

Ratio Decidendi: A suit for specific performance fails when the plaintiff admits to not communicating readiness and willingness to the vendor and relies upon an unregistered instrument that mandates compulsory registration for property transfer; furthermore, suppression of prior litigation disqualifies the plaintiff from seeking equitable relief.

Result: Appeal dismissed; judgment and decree confirmed.

Table of Content
1. plaintiff claims specific performance of an unregistered agreement for sale and possession. (Para 1 , 2 , 3 , 4 , 5)
2. defendant denies existence of the agreement and validity of possession claim. (Para 6 , 8 , 9 , 10 , 11)
3. trial court finds agreement unproven, lacking registration, and failing readiness/willingness test. (Para 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20)
4. appellate arguments regarding burden of proof, document validity, and specific performance requirements. (Para 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28)
5. court confirms dismissal due to failure to prove readiness/willingness and lack of compulsory registration. (Para 29 , 30 , 31 , 32 , 33)

JUDGMENT :

K.Kumaresh Babu, J.

1.The present Appeal Suit has been filed seeking to set aside the judgement and decree dated 02.06.2016 passed in O.S.No.9565 of 2010 by the Learned Additional District Judge-VII, Chennai.

2. The case of the plaintiff is that the suit schedule property belonged to the first defendant company and was under mortgage with a bank in respect of certain borrowings. According to the plaintiff, owing to various liabilities and loans payable to third parties, the Managing Director of the first defendant company, Mr. T.A. Rathod, decided to sell the suit schedule property and approached the plaintiff with an offer to sell the same for a total sale consideration of Rs.12,00,000/-, which was accepted by the plaintiff. It is the further case of the plaintiff that at the insistence of Mr. T.A. Rathod, he agreed to pay a sum of Rs.10,00,000/- in cash, out of the total sale consideration, as advance towards the discharge of the mortgage liability and for securing the release of the original title deeds of the suit property from the bank.

3. The plaintiff has averred that on 20.09.2005, Mr. T.A. Rathod, the Managing Director of the first defendant company informed him that he had to leave urgently out of Chennai on official work and had therefore would leave two duly executed copies of the Agreement for Sale with an employee one Mr. Srinivasan. The plaintiff was instructed to meet Mr. Srinivasan at the office of the first defendant company and pay the advance amount of Rs.10,00,000/- and further collect one copy of the Agreement for Sale along with the keys of the suit property. Accordingly, on 29.09.2005, the plaintiff visited the office of the first defendant company, where Mr. Srinivasan, acting on the telephonic instructions of Mr. Rathod, received the advance amount of Rs.10,00,000/- and handed over one copy of the Agreement for Sale dated 29.09.2005 and the keys of the suit property. According to the plaintiff, he was thereby put in possession of the suit schedule property.

4. It is further averred that the first defendant assured the plaintiff that the original parent title deeds of the suit schedule property would be retrieved from the bank and handed over to him. The plaintiff has also stated that the first defendant agreed to permit him to take possession of and use the suit schedule property for his personal use. The plaintiff has further averred that he had leased out the suit schedule property to one Dr. V. Ramakrishnan, who was put in possession thereof upon payment of an advance of Rs.50,000/- and an agreed monthly rent of Rs.5,000/-. According to the plaintiff, on 07.07.2008, the first defendant attempted to dispossess the tenant through certain anti-social elements, whereupon he came to know that the first defendant had sold the suit schedule property to the second defendant under a registered Sale Deed dated 11.04.2008. The plaintiff further alleges that on 06.02.2009, the second defendant with the assistance of rowdy and police elements, attempted to evict his tenant and that on the following day, the tenant was forcibly dispossessed from the suit Property, while the plaintiff's brother-in-law, Mr. P. Gnanasekaran, was falsely implicated and arrested. It is the plaintiff's case that on 09.02.2009, the second defendant, aided b

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