2026 INSC 651 CA NO. 2187 OF 2011 Page 1 of 17

REPORTABLE

IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

CIVIL APPEAL NO. 2187 OF 2011

MOHAMMED KHALEEL (D)

THROUGH LRs & ORS. …APPELLANT(S)

VERSUS

JAYAMMA …RESPONDENT(S)

J U D G M E N T

PRASHANT KUMAR MISHRA, J.

1. The present Appeal is preferred against the impugned judgment and order

dated 09.12.2009 passed by the Division Bench of the High Court at Bangalore

in R.F.A No.418 of 2003, whereby the High Court set aside the judgment and

decree dated 31.01.2002 passed by the learned Principal Civil Judge (Sr. Dn.),

Mysore. Resultantly, the suit for specific performance filed by the appellant

stands dismissed.

A. FACTUAL MATRIX

2. The appellant – Mohammed Khaleel was the original plaintiff who died

during the pendency of the subject suit. The subject suit was contested by his

legal representatives who are the appellants before us in this Appeal.

CA NO. 2187 OF 2011 Page 2 of 17

3. The appellant/original plaintiff and the respondent/original defendant

entered into an agreement to sell on 20.12.1990 for a total sale consideration of

Rs. 3,00,000/- for a vacant site measuring 100 feet by 78 feet. An amount of Rs.

25,000/- was paid by the appellant as earnest money and it was agreed that the

sale deed shall be registered within four months and the balance sale

consideration of Rs. 2,75,000/- would be paid before the Sub-Registrar at the

time of registration of the suit property.

4. Under the said agreement to sell dated 20.12.1990, the

respondent/defendant handed over to the appellant/plaintiff, the original copy

of the title documents viz., original will deed, settlement deed, katha extract

issued by the Corporation, endorsement regarding the change of katha of the

suit property, tax paid receipts, encumbrance certificate dated 06.08.1989,

application addressed to the Revenue Officer dated 03.05.1982 and photocopy

of sale deed dated 07.06.1961, plan of property indicating division into eight

shares.

5. It is the case of the appellants that the respondent also agreed that her

brothers and sisters would execute an interim agreement where an approach

road would be formed within the area starting from T. Narasipura Main Road

opposite to Milk Diary up to the end of the schedule property. The

appellant/plaintiff was thereafter put in the possession of the schedule property.

However, in the written statement filed by the respondent/defendant before the

Trial Court, it was categorically stated that there was already an approach road

to the suit property. It was also asserted in the written statement that there was

CA NO. 2187 OF 2011 Page 3 of 17

no other land or vacant space in or near the suit property to carve out any

separate approach road.

6. The appellant/plaintiff vide notice dated 15.04.1991, urged the

respondent/defendant to perform her part of the contract; however, the same

was not served upon the respondent/defendant due to the wrong house number

mentioned thereon. It is alleged that in the said notice the appellant/plaintiff

admitted that the suit property was not measured and the road was also not

formed and, hence, the appellant/plaintiff could not be compelled to purchase

the suit property.

7. Thereafter, the respondent/defendant issued a legal notice dated

26.04.1991 to the appellant/plaintiff wherein it was mentioned that the original

documents pertaining to the suit property were in the custody of the

appellant/plaintiff and since he failed to obtain the permission under the Urban

Land (Ceiling and Regulation) Act 1976

1

and as the time had expired for

executing the sale deed, the respondent/defendant was compelled to rescind the

agreement and forfeit the earnest money.

8. The appellant/plaintiff issued another legal notice dated 30.04.1991

whereby he admitted having received the documents from the

respondent/defendant under the said agreement to sell and also stated that

since no approach road was made, necessary permission was not obtained. The

1

For short, ‘ULCRA’

CA NO. 2187 OF 2011 Page 4 of 17

appellant/plaintiff would sue the respondent/defendant for specific

performance.

9. A further legal notice dated 30.07.1992 was issued by the

appellant/plaintiff stating that the respondent/defendant had secured the

possession of the suit property forcibly, and that the appellant/plaintiff was

ready and willing to perform his part of the contract, provided the necessary

permission under ULCRA be obtained. The respondent/defendant in her reply

dated 11.08.1992 to the appellant/plaintiff categorically stated that she is not

the owner of the adjoining lands where the appellant/plaintiff is insisting on

making a road. Further, the act of the appellant/plaintiff of putting subsequent

conditions before the execution of the sale deed amounted to his unwillingness

to perform his contractual obligations.

10. As the appellant/plaintiff and the respondent/defendant could not

reconcile the issue, the appellant/plaintiff filed a suit being O.S No.432 of 1993

before the learned Principal Civil Judge (Senior Division), Mysore, on 20.12.1993

wherein he prayed for specific performance of the agreement to sell dated

20.12.1990 and possession of the suit property. Alternatively, the

appellant/plaintiff sought compensation of Rs. 3,00,000/- from the

respondent/defendant on account of breach of the contract by her in case relief

of specific performance is not granted to him.

11. Before the learned Civil Judge, PW-1 (K.M. Mohammed Hayath) , who is

one of the legal representatives of the appellant, deposed on his behalf. Twenty-

nine documents were exhibited before the Trial Court. These included the

CA NO. 2187 OF 2011 Page 5 of 17

correspondence exchanged between the parties, postal receipts and

acknowledgments, and importantly, four Fixed Deposit Receipts

2

of Rs. 70,000/-

each.

12. On the other hand, the respondent/defendant led no oral evidence

whatsoever, did not step into the witness box and also did not get herself cross-

examined.

13. The Trial Court ultimately decreed the suit on 31.01.2002, answering the

issues raised in the favour of the appellant/plaintiff and held as follows:

a. On the question of possession, the Trial Court held that the

possession was delivered to the appellant/plaintiff on 20.12.1990.

b. On the question of time being of essence of contract, the Trial Court

held that the time limit was subject to extension from time to time.

Hence, in this case the time was not of essence.

c. On the question of readiness and willingness on the part of the

appellant/plaintiff, the Trial Court held that the appellant/plaintiff

was ready and willing to perform his part of the contract.

d. On the question of recession or termination, the Trial Court held

that the respondent/defendant rescinded the contract without

justifiable cause.

2

For short, ‘FRDs’

CA NO. 2187 OF 2011 Page 6 of 17

14. The High Court on the other hand, by the impugned judgment, reversed

the Trial Court’s decree on the following grounds:

a. The appellant/plaintiff has failed to aver and prove that he was

ready and willing to perform his part of his contract.

b. Since both, the appellant/plaintiff and the respondent/defendant

had to apply for ULCRA permission under the requirements of law,

failure of the appellant/plaintiff to submit an affidavit to the

authorities for the permission showed that the appellant/plaintiff

was not ready and willing to perform his part of the contract.

c. On the issue of delay in filing the suit for specific performance by

the appellant/plainiff, the High Court held that though the suit was

filed within the period of limitation yet the laches of 2 years and 9

months in filing the suit for specific performance was critical.

B. SUBMISSIONS OF THE PARTIES

15. Learned counsel for the appellants argues that the impugned judgment is

erroneous insofar as it concluded that the appellant/original plaintiff failed to

establish his readiness and willingness to perform his part of the contract.

16. On the aspect of financial readiness, it was argued on behalf of the

appellants that the High Court was incorrect in observing that only two FDRs of

Rs.70,000/- each totaling Rs.1,40,000/- were available with the appellant(s).

The High Court, however, failed to properly assess Ex.-29 (before the Trial Court)

which reflected four FDRs of Rs.70,000/- each dated 04.10.1999, 22.11.1999,

CA NO. 2187 OF 2011 Page 7 of 17

03.04.2001, and 23.08.2001, totaling Rs.2,80,000/- which was sufficient to

satisfy the balance sale consideration of Rs.2,75,000/-.

17. The learned counsel for the appellants further submits that the High Court

erred in treating the request for demarcation as a lack of original plaintiff’s

willingness to perform his part of contract. Since demarcation and proper

measurement are essential for valid conveyance of immovable property, a

purchaser insisting on demarcation is facilitating completion of the transaction,

not avoiding it. Additionally, under the terms of the agreement to sell, the

respondent/defendant was obligated to undertake all acts necessary to convey a

perfect title. The request for demarcation was, therefore, within the contractual

framework and part of the natural sequence of performance.

18. The learned counsel for the appellants submits that the High Court erred

in attributing a lack of readiness to the appellant/plaintiff on the issue of ULCRA

permission. While permission under the ULCRA was necessary, the primary

obligation to initiate and secure such permission vested with the

respondent/defendant as she was the transferor of the property.

19. Further, the appellant/plaintiff was always ready to cooperate in

completing the formalities. The respondent/defendant, on the other hand, failed

to produce any evidence that she ever sought the appellant/plaintiff’s

cooperation for effectuating valid title to him.

20. It was argued that the appellant/plaintiff had expressly undertaken, in his

reply dated 30.04.1991, to sign all necessary documents for obtaining ULCRA

permission. Despite this, the respondent/defendant took no steps for nearly

CA NO. 2187 OF 2011 Page 8 of 17

eighteen months. Hence, there has been a complete disregard of the contractual

obligations from the side of the respondent/defendant and not the

appellant/plaintiff.

21. The appellants also dispute the High Court’s finding on delay in

approaching the Trial Court in filing the suit for specific performance, as no such

issue on delay was framed or argued before the Trial Court. Hence, the same

could not be raised for the first time in appeal. Even otherwise, the suit was filed

within the limitation period.

22. Per contra, the learned counsel for the respondent/defendant argued that

the appellant/plaintiff did not have the readiness and willingness to perform his

part of the contract and, hence, the impugned judgment did not suffer from any

infirmity.

23. On the issue of the FDRs, the learned counsel for the

respondent/defendant submitted that from the date of the agreement to sell till

the date of the first FDR i.e., 4.10.1999, for a period of nine years, there was

nothing placed on record by the appellant/plaintiff that he had sufficient balance

sale consideration amount. Even in the year 1999, the appellant/plaintiff was

ready with only Rs.1,40,000/- and not with Rs.2,75,000/-, the balance

consideration that was to be payable by the appellant/plaintiff.

24. Further that the High Court was correct in holding that no permission

under ULCRA was obtained by the appellant/plaintiff and that there was nothing

like only one person was responsible for obtaining such permission.

CA NO. 2187 OF 2011 Page 9 of 17

25. It was further argued on behalf of the respondent/defendant that there

has been an unexplained delay in filing the suit seeking the specific performance

on the part of the appellant/plaintiff as the agreement to sell dated 20.12.1990

stipulated completion of the sale within four months, the appellant/plaintiff

failed to act within that period. Further, in his first legal notice dated 15.04.1991,

the appellant made performance conditional upon the construction of a road

which subsequently indicated to the un willingness on the part of the

appellant/plaintiff to perform his part of the contract.

26. It was argued that due to the appellant/plaintiff’s unwillingness to perform

his contractual obligations, the respondent/defendant by notice dated

26.04.1991 had to rescind the agreement and seek return of the documents.

Despite this, the appellant/plaintiff initiated delayed legal proceedings and filed

the suit for specific performance only on 20.12.1993, which was at the very end

of the limitation period and the same disentitles the appellant/plaintiff for the

relief of specific performance.

27. The rival arguments now fall for our consideration.

C. ANALYSIS

28. The only question that arises for our consideration is — whether the High

Court was correct in concluding that the appellant/plaintiff failed to establish

his readiness and willingness to perform his obligations under the contract and

whether the delayed filing of the suit for specific performance undermines such

readiness and willingness.

CA NO. 2187 OF 2011 Page 10 of 17

The Statutory mandate of ‘readiness and willingness’ and its continuing

nature

29. The relief of specific performance is one based on equity for enforcing

contractual obligations undertaken by the parties. Section 16(c) of the Specific

Relief Act, 1963 (as it stood prior to the amendment dated 01.10.2018) required

the person seeking specific performance to specifically aver and prove his

continuous readiness and willingness to perform his obligations. A failure to

satisfy these requirements would ultimately make him disentitled for the relief

of specific performance.

30. The term ‘readiness’ refers to the financial capacity, and the term

‘willingness’ reflects the conduct and intention of the party seeking the relief to

perform the contract. Thus, both these conditions cumulatively have to be seen

for making out a case of specific performance.

31. The principles governing readiness and willingness have been well settled

through a long line of decisions of this Court. In the case of N.P. Thirugnanam

(Dead) by LRs. vs. Dr. R. Jagan Mohan Rao and Others

3

, this Court held that

continuous readiness and willingness to perform the part of the contract is a

condition precedent to grant the relief of specific performance. This Court held

thus:

“5. It is settled law that remedy for specific performance is an

equitable remedy and is in the discretion of the court, which

discretion requires to be exercised according to settled principles

of law and not arbitrarily as adumbrated under Section 20 of the

Specific Relief Act, 1963 (for short “the Act”). Under Section 20,

the court is not bound to grant the relief just because there was

a valid agreement of sale. Section 16(c) of the Act envisages that

3

(1995) 5 SCC 115

CA NO. 2187 OF 2011 Page 11 of 17

plaintiff must plead and prove that he had performed or has

always been ready and willing to perform the essential terms of

the contract which are to be performed by him, other than those

terms the performance of which has been prevented or waived

by the defendant. The continuous readiness and willingness on

the part of the plaintiff is a condition precedent to grant the relief

of specific performance. This circumstance is material and

relevant and is required to be considered by the court while

granting or refusing to grant the relief. If the plaintiff fails to

either aver or prove the same, he must fail. To adjudge whether

the plaintiff is ready and willing to perform his part of the

contract, the court must take into consideration the conduct of

the plaintiff prior and subsequent to the filing of the suit along

with other attending circumstances. The amount of

consideration which he has to pay to the defendant must of

necessity be proved to be available. Right from the date of the

execution till date of the decree he must prove that he is ready

and has always been willing to perform his part of the contract.

As stated, the factum of his readiness and willingness to perform

his part of the contract is to be adjudged with reference to the

conduct of the party and the attending circumstances. The court

may infer from the facts and circumstances whether the plaintiff

was ready and was always ready and willing to perform his part

of the contract."

32. This Court in the case of His Holiness Acharya Swami Ganesh Dassji

vs. Sita Ram Thapar

4

held as follows:

“2. There is a distinction between readiness to perform the

contract and willingness to perform the contract. By readiness

may be meant the capacity of the plaintiff to perform the

contract which includes his financial position to pay the

purchase price. For determining his willingness to perform his

part of the contract, the conduct has to be properly scrutinised.

There is no documentary proof that the plaintiff had ever funds

to pay the balance of consideration. Assuming that he had the

funds, he has to prove his willingness to perform his part of the

contract. According to the terms of the agreement, the plaintiff

was to supply the draft sale deed to the defendant within 7 days

of the execution of the agreement, i.e., by 27-2-1975. The draft

sale deed was not returned after being duly approved by the

petitioner. The factum of readiness and willingness to perform

plaintiff's part of the contract is to be adjudged with reference

to the conduct of the party and the attending circumstances.

The court may infer from the facts and circumstances whether

the plaintiff was ready and was always ready and willing to

perform his part of the contract. The facts of this case would

amply demonstrate that the petitioner/plaintiff was not ready

nor had the capacity to perform his part of the contract as he

had no financial capacity to pay the consideration in cash as

4

(1996) 4 SCC 526

CA NO. 2187 OF 2011 Page 12 of 17

contracted and intended to bide for the time which disentitles

him as time is of the essence of the contract.”

33. In Umabai and Another vs. Nilkanth Dhondiba Chavan (Dead) by LRs.

and Another

5

, this Court held that a finding as to whether the plaintiffs were all

along and still ready and willing to perform their part of the contract, was a

mandatory requirement under Section 16(c) of the Specific Relief Act. Thus, to

examine the readiness and willingness, the Court will have to take into account

the entirety of the pleadings and also the evidence brought on record.

34. Further in the case of Man Kaur (Dead) by LRs. vs. Hartar Singh

Sangha

6

, this Court held as under:

“40. ….A person who fails to aver and prove that he has

performed or has always been ready and willing to perform the

essential terms of the contract which are to be performed by him

(other than the terms the performance of which has been

prevented or waived by the defendant) is barred from claiming

specific performance. Therefore, even assuming that the

defendant had committed breach, if the plaintiff fails to aver in

the plaint or prove that he was always ready and willing to

perform the essential terms of contract which are required to be

performed by him (other than the terms the performance of

which has been prevented or waived by the plaintiff), there is a

bar to specific performance in his favour. Therefore, the

assumption of the respondent that readiness and willingness on

the part of the plaintiff is something which need not be proved,

if the plaintiff is able to establish that the defendant refused to

execute the sale deed and thereby committed breach, is not

correct. Let us give an example. Take a case where there is a

contract for sale for a consideration of Rs. 10 lakhs and earnest

money of Rs. 1 lakh was paid and the vendor wrongly refuses to

execute the sale deed unless the purchaser is ready to pay Rs.

15 lakhs. In such a case there is a clear breach by the defendant.

But in that case, if the plaintiff did not have the balance Rs. 9

lakhs (and the money required for stamp duty and registration)

or the capacity to arrange and pay such money, when the

contract had to be performed, the plaintiff will not be entitled to

specific performance, even if he proves breach by the defendant,

as he was not “ready and willing” to perform his obligations.”

5

(2005) 6 SCC 243

6

(2010) 10 SCC 512

CA NO. 2187 OF 2011 Page 13 of 17

35. Coming to the case before us, it was argued on behalf of the appellants

that they possessed a sum of Rs. 2,80,000/- at the relevant period, through four

FDRs and that such availability of funds established their readiness and

willingness to perform their part of the contract. However, looking at the dates

on these FDRs, it can be seen that these four FDRs are dated 04.10.1999,

22.11.1999, 03.04.2001 and 23.08.2001, all of which were created after several

years of the institution of the suit on 20.12.1993. Therefore, these FDRs cannot

be said to establish appellants’ financial readiness during the relevant period,

namely from the date of the agreement till the filing of the suit.

36. Though it was not necessary for the appellants to physically deposit the

consideration amount before the Court, they must nevertheless have to place

reliable and acceptable evidence on record to show that they possessed sufficient

funds to complete the transaction at the relevant time.

37. In the present case, there is no material whatsoever to show that the

appellant/plaintiff had the balance sale consideration available either at the time

of execution of the agreement, within the stipulated period of four months for

performance of the contract, or even at the time of filing of the suit in the year

1993. Thus, in our view, the High Court has rightly observed that the availability

of funds must be proved with reference to the relevant point of time and not by

relying upon financial documents generated long after the filing of the suit.

38. Further, on the issue of obtaining permission under ULCRA, it is clear

from the record that the permission was to be obtained by both the parties. Even

testimony of PW-1, son of the appellant/plaintiff makes it evident that the

CA NO. 2187 OF 2011 Page 14 of 17

appellant/plaintiff did not furnish the necessary affidavit or requisite forms for

obtaining such clearance. The appellant/plaintiff instead remained passive and

waited for the respondent/defendant to take steps. Such conduct clearly

establishes that the appellant/plaintiff failed to prove his continuous readiness

and willingness.

The impact of unexplained delay on claiming an equitable relief

39. Now, let us examine the conduct of the appellant/plaintiff on the aspect of

approaching the Court for relief of specific performance at a belated stage.

40. It is settled that for claiming an equitable relief such as that of specific

performance, the conduct of the party claiming it must be beyond reproach. This

includes that the plaintiff approaches the Court on time, which does not merely

mean within the period of limitation itself but also promptly with diligence and

equitability.

41. This Court in Rajesh Kumar vs. Anand Kumar and Others

7

speaking

through one of us (Prashant Kumar Mishra, J.) while denying the relief of specific

performance on account of long delay in filing the relief of specific performance

held as under:

“23. The effect of filing a suit for specific performance after

long delay, may be at the fag end of period of limitation fell

for consideration before this Court in K.S.

Vidyanadam v. Vairavan [K.S.Vidyanadam v. Vairavan,

(1997) 3 SCC 1] wherein this Court held thus in para 10:

(SCC p. 7)

“10. It has been consistently held by the courts in

India, following certain early English decisions, that

in the case of agreement of sale relating to

immovable property, time is not of the essence of the

7

(2024) 13 SCC 80

CA NO. 2187 OF 2011 Page 15 of 17

contract unless specifically provided to that effect.

The period of limitation prescribed by the Limitation

Act for filing a suit is three years. From these two

circumstances, it does not follow that any and every

suit for specific performance of the agreement (which

does not provide specifically that time is of the

essence of the contract) should be decreed provided

it is filed within the period of limitation

notwithstanding the time-limits stipulated in the

agreement for doing one or the other thing by one or

the other party. That would amount to saying that

the time-limits prescribed by the parties in the

agreement have no significance or value and that

they mean nothing. Would it be reasonable to say

that because time is not made the essence of the

contract, the time-limit(s) specified in the agreement

have no relevance and can be ignored with impunity?

It would also mean denying the discretion vested in

the court by both Sections 10 and 20. As held by a

Constitution Bench of this Court in Chand

Rani v. Kamal Rani [Chand Rani v. Kamal Rani,

(1993) 1 SCC 519] : (SCC p. 528, para 25)….”

24. In Azhar Sultana v. B. Rajamani [Azhar Sultana v. B.

Rajamani, (2009) 17 SCC 27 : (2011) 1 SCC (Civ) 761] , this

Court held thus in para 28: (SCC p. 35)

“28. … The court, keeping in view the fact that it

exercises a discretionary jurisdiction, would be

entitled to take into consideration as to whether the

suit had been filed within a reasonable time. What

would be a reasonable time would, however, depend

upon the facts and circumstances of each case. No

hard-and-fast law can be laid down therefor. The

conduct of the parties in this behalf would also

assume significance.”

25. In Saradamani Kandappan v. S. Rajalakshmi [Saradamani

Kandappan v. S. Rajalakshmi (2011) 12 SCC 18 : (2012) 2 SCC

(Civ) 104], this Court held that every suit for specific

performance need not be decreed merely because it is filed

within the period of limitation by ignoring time-limits stipulated

in the agreement. The courts will also frown upon suits which

are not filed immediately after the breach/refusal. The fact that

limitation is three years does not mean that a purchaser can

wait for one or two years to file a suit and obtain specific

performance.

26. In Atma Ram v. Charanjit Singh [Atma Ram v. Charanjit

Singh, (2020) 3 SCC 311 : (2020) 2 SCC (Civ) 107] , this Court

has observed in para 9 thus: (SCC p. 316)

“9. … No explanation was forthcoming from the

petitioner for the long delay of three years, in filing

the suit (on 13-10-1999) after issuing a legal notice

CA NO. 2187 OF 2011 Page 16 of 17

on 12-11-1996. The conduct of a plaintiff is very

crucial in a suit for specific performance. A person

who issues a legal notice on 12-11-1996 claiming

readiness and willingness, but who institutes a suit

only on 13-10-1999 and that too only with a prayer

for a mandatory injunction carrying a fixed court fee

relatable only to the said relief, will not be entitled to

the discretionary relief of specific performance.”

42. Coming to the facts of the present case, it is important to note that the

first legal notice was issued on 15.4.1991 by the appellant/plaintiff, after which

the respondent/defendant gave a categorical refusal to effectuate her obligations

under the agreement vide reply dated 26.04.1991 as the appellant/plaintiff failed

to take necessary permission under ULCRA prior to the registration of the sale

deed; the time stipulated for completion of the sale transaction had also expired;

and the appellant/plaintiff failed to tender the balance sale consideration within

the stipulated time or initiate prompt legal proceedings. In fact, the

appellant/plaintiff chose to file the suit for specific performance after two years

and nine months i.e., on 20.12.1993. This conduct of the appellant/plaintiff, in

our view, reflects lack of continuous readiness and willingness to perform his

part of the contract, which is a sine qua non for the grant of relief of specific

performance.

D. CONCLUSION

43. After examining the entire facts of the case and the evidence produced on

record, we are of the definite view that this is not a fit case where the

discretionary relief of specific performance can be granted in favour of the

appellants. Keeping in view the twin statutory mandate of ‘readiness’ and

‘willingness’, the appellants not only failed to demonstrate their readiness and

CA NO. 2187 OF 2011 Page 17 of 17

willingness but also failed to approach the Court with quite promptitude, which

disentitle them from grant of the equitable relief of specific performance.

44. For all these reasons, the Appeal deserves to be dismissed and the same

is hereby dismissed.

………………………………………J.

(PRASHANT KUMAR MISHRA)

………………………………………J.

(N.V. ANJARIA)

NEW DELHI;

JUNE 23, 2026.