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2024 Supreme(Online)(MAD) 16259
HIGH COURT OF MADRAS
Honourable Mr Justice C.V. KARTHIKEYAN
OPG BUSINESS CENTRE PVT LTD – Appellant
Versus
Nasser Mohammed – Respondent
The court affirmed that a registered sale agreement is binding, negating claims of misrepresentation when it is clear the parties understood the terms.
Headnote:
Specific Performance - Agreement of Sale - Act Section List - The court interpreted the registered agreements of sale under contract law, emphasizing the enforceability of valid agreements, the plaintiff's readiness to perform, and the defendant's obligations stemming from their acknowledgment of the agreement.
Fact of the Case:
The plaintiff filed a suit for specific performance of a registered sale agreement from 2013 against the defendant who alleged that previous agreements were misinterpreted as loans rather than sales. The defendant claimed ignorance of the transaction's nature.
Issues: The main issues included the validity of the sale agreement, whether the plaintiff was ready to perform, the statute of limitations on the claim, the entitlement to injunction, and whether the transaction was a sale or loan.
Ratio Decidendi: The court held that the registered sale agreement was enforceable; the defendant's claims of ignorance and misunderstanding were unfounded in light of the evidence of payment and acknowledgment of the contracts.
Final Decision: The suit is decreed in favor of the plaintiff, ordering specific performance of the sale agreement.
JUDGMENT
The Suit had been filed seeking a direction against the defendant to execute Sale Deed with respect to the suit schedule property in favour of the plaintiff after receiving the balance sale consideration pursuant to registered agreement of sale dated 03.05.2013 and in default for the Court to execute the sale deed. The plaintiff has also sought permanent injunction restraining the defendant from either alienating the property or from interfering with peaceful possession of the plaintiff. The plaintiff has also sought costs of the suit. 2.In the plaint, it had been stated that the defendant, Nasser Mohammed who is a permanent resident of France was the owner of land and building at Old Door No.4, New No.7, Thiru.V.Ka. 3rd Street, Royapettah High Road, Mylapore, Chennai. The plaintiff is a company registered under the Companies Act and is in the business of power generation, logistic and trading of steel. The plaintiff had taken the property initially for residential purposes and later used it as an office. The property had been taken on tenancy in the year 2005. In the year 2008, a lease deed was entered into between the plaintiff and the defendant for a period of 11 months for residential / office purpose. The monthly rent was determined at Rs.50,000/- and an advance of Rs.5,00,000/- had been paid. A further advance of Rs.5,00,000/- was also paid.
3.In the year 2008, the plaintiff expressed willingness to vacate the premises. However, the defendant offered to sell the suit premises. The defendant informed that he is a citizen of France holding French passport and is also running a restaurant under the name of Gandhi Opera. He had no intention to retain the suit premises. Consequent to such offer, on 25.07.2008, a registered agreement of sale was entered into between the plaintiff and the defendant. This was registered as Document No.1755 of 2008 in the office of the Sub-Registrar, Mylapore. The total sale consideration was fixed at Rs.80,00,000/-. The defendant received a sum of Rs.40,00,000/- as advance. The defendant stated that he had executed a mortgage over the property and agreed to execute the sale deed after the mortgage is discharged. The period for such execution was fixed at five years.
4.The plaintiff further stated that the defendant handed over all the original title deeds of the property. The plaintiff also stated that from the year 2008, they were paying all the statutory dues like, Corporation Tax, Water Tax etc. The lease for the premises was also extended periodically. The plaintiff contended that they were ready and willing to pay the balance sale consideration and get the sale deed registered. But the defendant, a permanent resident of France was visiting this country only periodically. Thereafter, another agreement of sale deed dated 03.05.2013 was entered into between the parties and this was registered as Doc. No.1286 of 2014 in the Sub-Registrar Office at Mylapore. The sale consideration was now determined at Rs.2,00,00,000/-. The plaintiff also discharged the mortgage loan of Rs.18,00,000/-. The discharge receipt, also dated 03.05.2013 was registered as Document No.1279 of 2013. The plaintiff stated that they had paid an advance of Rs.1,27,77,000/- as on 03.05.2013. Subsequently, a sum of Rs.12,23,000/- and another sum of Rs.6,00,000/- were paid by two separate cheques dated 07.05.2013 and 01.08.2017 respectively. The plaintiff had totally paid a sum of Rs.1,46,00,000/- towards the sale consideration. Again, the defendant pleaded that he had important businesses at France and stated that he would come back and the sale deed could be then executed. The period under the agreement was again fixed at five years.
5.The plaintiff then received a notice dated 30.04.2019 issued on behalf of the defendant stating that the amount of Rs.40,00,000/- paid under the first agreement was not towards the agreement of sale, but was a loan handed over by the plaintiff to the defendant. It had been contended that
