The court held that the specific performance agreement lapsed due to inaction and efflux of time, establishing that performance must adhere to stipulated timelines, and cancellation agreements do not revive lapsed contracts.

JUDGMENT :

The 5^th defendant, the Official Assignee, High Court, Madras, who had been impleaded subsequent to the institution of the suit in C.S.No. 285 of 2014, aggrieved by the Judgment dated 01.09.2023, is the appellant herein.

2. The suit in C.S.No. 285 of 2014 had been filed by the first respondent B.V.Reddy Enterprises Pvt. Ltd., seeking specific performance of an agreement of sale dated 13.12.2006 against the first and second defendants through their power agents the third and fourth defendants within the time stipulated by this Court, failing which to direct an Officer of the Court to perform the same and also to direct to deliver vacant possession of the suit schedule property and for permanent injunction restraining the defendants from in any way alienating or encumbering the suit schedule property and for permanent injunction restraining the defendants from altering the physical features of the suit schedule property and for costs of the suit.

3. The suit schedule property was land and building measuring 5 grounds and 1077 sq.ft., in Old Door No.31, New Door No.33, College Road, Nungambakkam, Chennai – 600 034. The first and second defendants in the suit, S.Murali Mani and S.Balan Mani were the absolute owners of the suit property. They had entered into an agreement of sale dated 18/19.08.2006 and registered as Document No.857 of 2006 in the office of the Sub Registrar, Thousand Lights, Chennai with the third defendant, Arjunlal Sunderdas to convey the property. Subsequently, they had also entered into a supplemental agreement with him on 28.08.2006 acknowledging receipt of the entire sale consideration.

4. The plaintiff B.V.Reddy Enterprises Private Limited had then entered into an agreement of sale on 13.12.2006 to purchase the suit property for a total consideration of Rs.5/- crores. Alleging that there had been failure to perform the agreement by the defendants, the suit had been filed seeking specific performance and other allied reliefs.

5. In the plaint, it had been contended that the suit property originally belonged to T.R.Subbulakshmi, who had purchased the same by sale deed dated 02.05.1954. She had executed a Will on 21.01.1997 bequeathing the suit schedule property to the first and second defendants, S.Murali Mani and S.Balan Mani. She died on 09.06.1997. Letters of Administration was granted in O.P.No. 496 of 2005 by the Madras High Court, by order dated 17.01.2006 in favour of the first and second defendants. Subsequently, on 18/19.08.2005, the first and second defendants entered into an agreement of sale registered as Document No. 857 of 2006 in the office of the Sub Registrar, Thousand Lights, Chennai, with Arjunlal Sunderdas, the third defendant, agreeing to convey the suit property for total sale consideration of Rs.4,08,65,624/-. An advance of Rs.2,50,000/- had been paid to each one of the two defendants. The third defendant had committed to pay the balance of Rs.2,01,82,812/- to each one of the two defendants on or before 15.10.2006. Thereafter, a supplemental agreement was entered into on 28.08.2006 by which the first and second defendants acknowledged receipt of the total balance sale consideration of Rs.4,03,65,624/- from the third defendant by way of two demand drafts. Thus, the total sale consideration had been paid by the third defendant to the first and second defendants. They also placed the third defendant in possession. They