Tenancy Remains Intact Despite Agreement to Sell Involving Alternative Lease Terms: Himachal Pradesh High Court

Tenancy Intact: Agreement to Sell Does Not Automatically Terminate Landlord-Tenant Relationship

In a significant ruling for property owners and tenants across Himachal Pradesh, the High Court has clarified the boundaries of what constitutes the termination of a tenancy agreement. The court held that an "Agreement to Sell" which contains alternative provisions for leasing does not, in itself, dissolve the legal relationship of landlord and tenant.

A Dispute Over Possession

The case originated from a long-standing rent dispute concerning the "Bakery Building" in Shimla. The landlord, Prem Mohini Gupta, sought eviction of her tenant, Sumitra Devi, after years of rent arrears dating back to 2001. Following an ex-parte eviction order in October 2016, the tenant’s legal representative, her son Shyam Lal, challenged the execution of the order.

The defense argued that an "Agreement to Sell" executed back in 2004 had essentially converted the status of the occupants from tenants to owners-in-waiting, thereby invalidating the eviction petition. The Rent Controller initially ruled in favor of the tenants, suggesting that the existence of such an agreement rendered the landlord-tenant relationship obsolete.

The Legal Tug-of-War

The petitioner contested this, arguing that the Rent Controller’s finding ignored the specific clauses of the 2004 agreement. The landlord maintained that the document in question did not transfer title and, crucially, included alternative terms that acknowledged a continuing leasehold interest.

The Court examined whether a mere agreement to transfer property acts as a legal "switch" that turns an occupant into a owner and a tenant-landlord relationship into a buyer-seller relationship. The judiciary scrutinized the clauses of the 2004 contract, which revealed that parts of the property remained outside the scope of the potential sale and that no formal transfer of property had actually occurred.

Court Clarifies Distinction

Justice Vivek Singh Thakur, presiding over the case, emphasized that under Section 54 of the Transfer of Property Act, 1882, an agreement to sell does not create title. Without the execution of a formal sale deed, the underlying rental arrangement persists unless explicitly and legally terminated.

The Court further distinguished this case from precedents like Arjunlal Bhatt Mall Gothani v. Girish Chandra Dutta , noting that the specific language of the contract—which allowed for either "selling or leasing"—preserved the landlord-tenant dynamic. The High Court concluded that the Rent Controller had erred by conflating the partial potential of a sale with the total extinguishment of tenancy.

Key Observations

The High Court offered several critical insights regarding the persistence of tenancy:

• "Agreement to Sell does not create any title in favour of the purchaser as it is only an Agreement to Sell but not sale or transfer of property subject matter of the Agreement to Sell."
• "As the agreement was in alternative to sell or lease out, therefore, it has to be construed... that on execution of the agreement to sell/lease, the tenancy would not come to an end."
• "Rent Petition has been filed for eviction from entire top floor of the Bakery Building, whereas Agreement to Sell refers only to two rooms thereof."

The Final Verdict: "Impugned Order Set Aside"

In its final decision on September 22, 2025, the High Court set aside the Rent Controller’s order, directing that the original objection petition be restored for proper adjudication. The court’s decision reinforces the principle that procedural steps in property litigation, such as the execution of eviction orders, cannot be derailed by vaguely defined agreements that fail to clearly alter the legal status of the parties involved.

The Executing Court has been tasked with resolving the matter by the end of 2025, ensuring that the legal rights of the landlord are protected unless a formal conveyance of property can be proven to have superseded the tenancy.