JUDGMENT

1.1 This is a suit for specific enforcement of a sale agreement dated 13.12.2006 against defendants 1 and 2, through their Power Agent, the defendants 3 and 4. The suit property is stated to measure 5.5 grounds in R.Sy. No:97/3 in Block No.17, bearing New Door No.33 at College Road, Nungambakkam.

1.2 During the pendency of the suit, the third defendant was adjudicated as an insolvent, and his estate vested with the Official Assignee of this Court. The Official Assignee (henceforth will also be referred to as OA) has since been impleaded as the 5th defendant, vide an order dated 17.08.2015. He alone contested the suit defending the estate of the 3rd defendant. It may be stated that pending suit, the 3rd defendant had passed away.

Pleadings:

2.1 The case of the Plaintiff is as follows:

a) The suit property originally belonged to a certain Subbulakshmi. She bequeathed this property to her sons, the defendants 1 and 2 herein, under a Will dated 21.01.1997. The Will was since probated by this Court.

b) On 18.08.2006, the 1st and 2nd defendants entered into a registered sale agreement with the 3rd defendant, whereunder the latter agreed to purchase the suit property for a sale consideration of Rs.4,08,65,624/-. This agreement stipulated the time for the performance of mutual contractual obligations as 15.10.2006. The third defendant initially paid Rs.2.50 lakhs as advance, and had later paid the entire sale consideration to defendants 1 and 2.

c) On receiving the sale consideration, on 28.08.2006, defendants 1 and 2 executed two documents: (a) a Power of Attorney in favour of defendants 3 and 4; and (b) a supplemental sale agreement in favour of the 3rd defendant.

d) The vendors under the agreement had handed over the original title deeds of the property to the third defendant and also the possession of the suit property. The supplemental agreement referred to above provided that the sale deed needs to be executed only as and when required by the purchaser.

e) On the strength of the Power of Attorney dated 28.08.2006, defendants 3 and 4 entered into a sale agreement dated 13.12.2006 with the plaintiff. This document has two parts: one the sale agreement per se; and the other a confirmation document. The third defendant was described in twin capacity, one as the Power of Attorney and another as a confirming party. The sale consideration payable by the plaintiff to the third defendant was fixed at Rs.5.0 crores. This amount was paid by the plaintiff entirely on the date of the agreement.

f) This sale agreement provides that the defendants 3 and 4 are under an obligation to execute the sale deed in favour of the plaintiff or their nominees. Clause 7 of this sale agreement provided that the vacant possession of the property was handed over by defendants 3 and 4 to the plaintiff. Notwithstanding this, the fact remains that this was not done. The original title deeds of the property were, however, handed over by the third defendant to the plaintiff.

g) On the same date i.e., 13.12.2006, the third defendant and the plaintiff entered into a Memorandum of Understanding (MoU). This Memorandum pertains to the joint development of the suit property along with the property immediately adjacent to the suit property of the third defendant. Under the MoU, the plaintiff advanced a loan of Rs.15.0 crores. The plaintiff had paid this amount on the very date of the MoU. Including Rs.5.0 crores paid under Ext.P4, the plaintiff had parted with Rs.20.0 crores.

h) The third defendant, however, did not perform any acts as was required to be performed in terms of the MoU dated 13.12.2006. In these circumstances, on 23.02.2012, the plaintiff and third defendant entered into another agreement styled as 'cancellation agreement' by which both sides have agreed to cancel both the sale agreement and the MoU which they had entered into on 13.12.2006, but this was made subject to the condition that the third defendant paid the plaintiff a sum of Rs.52,60,30,000/- (whi