IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH ****

RSA-2180-2023 Date of decision: 12.02.2026 Rajpal . . . . Appellant Vs.

Bal Krishna and another . . . . Respondents ****

CORAM: HON’BLE MR JUSTICE DEEPAK GUPTA ****

Present: - Mr. B.S. Rathee, Advocate, for the appellant.

****

DEEPAK GUPTA, J. (ORAL)

The present appeal has been preferred by the plaintiff–Rajpal against the judgment and decree passed by the learned First Appellate Court, whereby the decree for specific performance granted by the trial Court was set aside, and the relief was confined to refund of ₹30,000/-, being double the amount mentioned in the writings dated 18.09.2007, along with interest @ 6% per annum from the date of filing of the suit.

2. The plaintiff had instituted a suit for specific performance of an alleged agreement to sell dated 18.09.2007 in respect of the suit property, pleading that defendant No.1–Bal Krishna, being owner thereof, agreed to sell the same for a total consideration of ₹15,000/-, which was allegedly paid in entirety at the time of execution of the writing. It was further pleaded that possession was delivered and that the sale deed was to be executed as and when demanded by the plaintiff. It was alleged that in violation of the said agreement, defendant No.1 executed a registered sale deed dated 29.07.2011 in favour of defendant No.2, who thereafter attempted to interfere with the plaintiff’s possession.

3. Defendant No.1 denied execution of any agreement to sell and pleaded that he had merely borrowed a small amount and that his thumb impressions were obtained on blank papers, which were subsequently misused. Defendant No.2 asserted that he was a bona fide purchaser for value under a registered sale deed and had no notice of any prior agreement.

4. The trial Court, on appreciation of evidence, decreed the suit for specific performance. However, the First Appellate Court, upon re- appreciation of evidence, reversed the decree and confined relief to refund of double the amount mentioned in the writings.

5 Having heard learned counsel for the appellant and perused the record, this Court finds no infirmity in the approach adopted by the First Appellate Court.

6. The primary question is whether the writings dated 18.09.2007 (Ex.PW2/B and Ex.PW2/C) constitute a valid and enforceable agreement to sell. The enforceability of such a document must be tested on the touchstone of certainty and completeness of essential terms. A contract must be certain and definite in its material terms, and if the essential ingredients are uncertain or incomplete, specific performance cannot be granted. Courts are not entitled to make a new contract for the parties. The principle was explained in K. Narendra v. Riviera Apartments (P) Ltd., 1999 (5) SCC 77, wherein it was observed that specific performance cannot be granted, where essential terms are absent or incapable of precise enforcement.

7. A reading of the writings in question reveals that although the amount of ₹15,000/- is mentioned and reference is made to sale of a plot, the documents do not stipulate any time for execution of the sale deed, nor do they contain any clause obligating the vendor to appear before the Sub- Registrar. There is no recital of delivery of possession. The source of title of the vendor is not reflected. Most significantly, the dominant clause in the document provides that in case either party backs out, the defaulting party shall pay double the amount. The structure and emphasis of the writing thus center more upon repayment with a penal stipulation than upon mandatory conveyance of title.

8. The intention of parties must be gathered from the document as a whole. Mere use of the expression “sale” does not ipso facto convert a document into a concluded agreement to sell; the surrounding terms and stipulations must be examined to ascertain whether parties intended an enforceable contract of transfer or merely a security arrangement. When the principal operative clause provides for