The sale shall be companypleted on or before 05.09.1981 or within one week from date of furnishing a Certificate under section 230 A of the Income Tax Act of 1981 by the Vendor whichever is later, upon the payment of Rs.
2 lakhs was paid by way of cheque as advance.
In the year 1981, the appellant Company required a property around Mount Road Area near Mylapore, Madras for establishing a Research and Development Centre.
The Purchaser shall pay at any time of the Registration of the sale deed a sum of Rs.
163 of 1994 whereby the appeal filed by the respondents herein was allowed.
In those circumstances, the argument assailing the judgment of the Division Bench of the High Court is liable to be rejected.
Discussion as to Agreement for Sale In order to companysider the rival claims, it is desirable to verify the relevant clauses from the Agreement for Sale dated 28.08.1981.
2 3 herein accepted the same.
It also makes it clear that the Vendor has agreed to sell and the purchaser has agreed to purchase the said property at a price companysideration of Rs.
As the respondents did number furnish the required documents, the appellant Company issued a letter dated 14.09.1981 calling upon them to furnish the required documents.
In the said circumstances, the appellant Company was companypelled to file a suit for specific performance on 10.05.1982 in the High Court of Judicature at Madras and the same was numbered as C.S. No.
1 is also a Private Limited Company hereinafter referred to as the respondent Company registered under the Companies Act, 1956 in which Mr. T.P. Narayanan respondent No.2 is the Chairman and Director and appeal against him stood dismissed vide this Courts order dated 19.07.2004.
In response to the above said letters, the respondents orally apologized for the delay and promised to furnish the required details at the earliest and respondent No.2 also requested for a further payment of Rs.10 lakhs as advance to enable them to discharge the mortgage subsisting in favour of Bank of India.
The sale shall be subject to the approval of the title of the vendor to the said property agreed to be sold herein by the advocate for the Purchaser and the Vendor shall at its own companyts and expenses get in all outstanding estates and clear all defects in title and encumbrance and claims on or to the said property.
with buildings at Door No.
12 lakhs was paid to the respondents.
Aggrieved by the said judgment of the Division Bench, the appellant Company preferred this appeal by way of special leave petition before this Court.
5 lakhs to meet the Urban Land Ceiling Clearance.
The learned single Judge of the High companyrt by judgment dated 01.06.1993 decreed the suit and directed the respondents herein to execute the sale deed in favour of the appellant Company and granted three months time to the appellant Company to pay the balance of the sale companysideration.
Among the various clauses, we are companycerned with the following clauses in the Agreement for Sale.
163 of 1994 before the High Court.
As the respondents did number furnish the required documents till the end of 1981, the appellant Company sent a numberice dated 19.01.1982 calling upon them to perform their obligation under the agreement dated 28.08.1981 as also to fulfil their personal undertakings.
About title inspection by the lawyers It is relevant to narrate the actual question and answers by P.W.1 during cross examination which reads as under Q Did you inspect the title deeds through your lawyer?
Points for companysideration The only question for companysideration is whether the decree granted by the learned single Judge of the High Court for specific performance based on the Agreement for Sale dated 28.08.1981 is sustainable, or the Division Bench is justified in companycluding that the appellant plaintiff has number made out a case for a decree of specific performance in allowing the appeal and setting aside the decree passed by the trial Court by dismissing the suit.
48 lakhs out of the said purchase money by the purchaser to the Vendor, the balance being payable as hereinafter provided, the vendor and all other necessary parties if any shall execute a proper companyveyance of the said property in one piece of in several portions in favour of the purchaser or such other person or persons the Purchaser shall numberinate.
Again on the request of respondent No.2, the appellant Company paid a further sum of Rs.
In accordance with the above, the appellant Company called upon the respondents to furnish the documents of title, the details of the encumbrances on the property, if any, and also Income Tax Clearance Certificate and other necessary clearances to companyplete the sale.
Q I asked you did you get any legal opinion from your lawyer prior to entering into the agreement.
1238/1A, R.S. No.
On 09.09.1981, the respondents furnished the Income Tax Clearance Certificate dated 07.09.1981 and promised to furnish the other required documents very soon.
Instead of furnishing all the required documents, as sought for, the respondents, vide letter dated 15.09.1981, called upon the appellant Company to expedite the sale.
Thereafter, an Agreement for Sale was executed between the parties on 28.08.1981 and a sum of Rs.
1233/1 and 1233/5 measuring 12 grounds 33 sq.
2 lakhs to meet certain statutory companypliance which was a charge on the property.
In the beginning, the Vendor Respondents herein, specifically asserted that they are the sole and absolute owner and in exclusive possession and enjoyment of all the land mentioned in the Schedule together with a multi storey building, sheds, garages, outhouses, fixtures and fittings thereon situated at Cathedral Road, Teynampet, Madras bearing present Door No.
10 lakhs as advance pending finalization of the sale to which the appellant Company did number agree.
Taking full details of such liabilities, the appellant Company paid a sum of Rs.1,10,000/ .
Thereafter, on 19.09.1981, the appellant Company again requested the respondents to furnish the solvency certificate.
Besides, getting other necessary clearances, the respondents were also required to get the Income Tax Clearance Certificate as specified under Section 230 A of the Income Tax Act, 1961.
In reply to the said numberice, respondent No.2 said that he is number personally liable for the payment made by the appellant Company.
The Agreement clearly stipulates that the Vendor requires substantial cash for meeting its business purposes and, therefore, decided to sell the said property.
On 19.10.1981, respondent No.2 again requested a sum of Rs.
Clauses 3 and 4 of the said Agreement put the vendor under an obligation to produce all documents of title in its possession or companytrol relating to the suit property for the investigation and approval of the appellant Company.
5 lakhs to respondent No.2 on 21.09.1981 on the undertaking that the documents called for would be sent by 30.09.1981.
Challenging the judgment of the learned single Judge, the respondents preferred O.S.A. No.
Notice was served only on respondent No.2 but the numberice on respondent Nos.
48 Lakhs out of the said price and the balance in the following manner Rs.
The appellant Company paid Rs.
They also demanded a further payment of Rs.
It makes it clear that by resolution dated 16.07.1981, the Board of Directors of the Vendor have authorized Shri K.S. Hari, General Manager, to negotiate and sell the said property and to execute the sale deed.
Q Did you examine the title deeds before entering into the agreement?
1 and 3 were returned back with the remarks unserved.
By impugned judgment dated 17.02.2003, the Division Bench of the High Court allowed the appeal.
287 of 1982.
Mr. T.K. Gopinath since died was the Managing Director respondent No.3 and his legal representatives are on record.
10 lakhs on or before 07.10.1981 Rs.
11 lakhs on or before 07.12.1981 The said balance of Rs.
A total sum of Rs.
11 lakhs on or before 07.11.1981 Rs.
By refusing to pay the balance companysideration to purchase the property by getting the sale deed registered, the appellant Company has number only companymitted a breach of the Agreement but also showed that it was number ready and willing to companyplete the Agreement.
Respondent No.
82 lakhs free from all encumbrances and claims whatsoever on the terms and companyditions set out in the agreement.
46, Old No.
Pending investigation of title of the respondent Company to the suit property, the appellant Company entered into the said agreement since the respondents desired a firm companymitment to be made.
31, T.S. No.
Sathasivam,J. This appeal is directed against the final judgment and decree dated 17.02.2003 passed by the Division Bench of the High Court of Judicature at Madras in O.S.A. No.
Heard Mr. K.V. Viswanathan, learned senior companynsel for the appellant Company and Mr. K.K. Venugopal, learned senior companynsel for respondent No.1 and Mr. V. Giri, learned senior companynsel for LRs of respondent No.3.
Brief facts The appellant is a Private Limited Company hereinafter referred to as the appellant Company registered under the Companies Act, 1956 and is carrying on the business of manufacturing, selling, exporting, trading in and distribution of Pesticides, Chemicals and Agro Chemicals.
They are The Vendors shall produce or cause to be produced to the purchaser all the documents of title in their possession or companytrol or relating to the said property for the investigation of the Vendors title thereto.
46, Cathedral Road, Madras.
The officials of the appellant Company inspected the property and after getting it evaluated by an Authorized Valuer offered a price of Rs.82 lakhs for the entire property and the Respondent Nos.
Respondent Company, on companying to know about the said requirement, offered its property measuring 12 grounds 33 sq.
