JANARDAN DAS & ORS. versus DURGA PRASAD AGARWALLA & ORS.
[2024] 9 S.C.R. 947, Supreme Court of India, 2024
Outcome: Appeal(s) allowed (Granted)
Segment: Issues
[2024] 9 S.C.R. 947 : 2024 INSC 778
Janardan Das & Ors. 
v. 
Durga Prasad Agarwalla & Ors. 
(Civil Appeal No. 613 of 2017)
26 September 2024
[Vikram Nath, Pankaj Mithal and Prasanna B. Varale, JJ.]
Issue for Consideration
Issue arose as to whether the plaintiffs proved their continuous 
readiness and willingness to perform their part of the contract 
as mandated u/s.16(c) of the Specific Relief Act, 1963; whether 
the agreement to sell was valid and enforceable against three  
co-owners-sisters, considering that defendant no. 1-co-owner 
lacked the authority to act on their behalf without a valid and 
subsisting General Power of Attorney; and whether the relief of 
specific performance, being discretionary, having been denied by 
the trial court was rightly granted by the High Court.
Headnotes†
Specific Relief Act, 1963 – s.16(c) – Specific performance 
of contract – Enforcement – Readiness and willingness of 
the plaintiffs to perform the contract – Devolution of suit 
property among five heirs-two brothers and three sisters 
equally – Plaintiffs operating a petrol pump on the suit land 
allegedly entered into an agreement to sell with defendant 
No. 1 and his brother for the purchase of the suit property for 
consideration – Agreement stipulated that the sisters-co-owners  
would execute the sale deed within three months as they had 
not joined the agreement – Plaintiffs filed suit for specific 
performance of the agreement – Said agreement was executed 
solely by the
brothers-two co-owners without any signatures, 
written consent, or explicit authorization from the sisters-three 
co-owners – Meanwhile, all the co-owners of the property 
transferred the suit property in favour of the appellants by 
virtue of a sale deed for consideration – Suit dismissed by 
the trial court, however, the High Court decreed the suit in 
favour of the plaintiffs – Correctness: 
Held: Plaintiffs’ failure to comply with the essential terms of the 
agreement and to take necessary steps within the stipulated time
948
[2024] 9 S.C.R.
Digital Supreme Court Reports
demonstrates a lack of readiness and willingness to perform their 
part of the contract as mandated u/s.16(c), which is fatal to their 
claim for specific performance – High Court erred in overlooking 
the plaintiffs’ inaction and lack of diligence – Further, defendant 
No. 1-co-owner lacked the authority to bind other three co-owners-
sisters in the agreement to sell – General Power of Attorney did 
not confer upon him the power to sell the property on behalf of his 
sisters at the time of the agreement, having been impliedly revoked 
by the partition deed – Plaintiffs’ knowledge of the necessity of 
obtaining the sisters’ consent, coupled with their failure to secure 
such consent, renders the agreement ineffective against the sisters, 
and cannot be specifically enforced against them, and the plaintiffs 
cannot claim any right over their shares in the property based on 
the said agreement – Appellants are the bona fide purchasers 
in good faith of the suit property for valuable consideration – 
Once they have acquired the rights in the property way back, no 
justification to disturb the said sale deed by decreeing the suit for 
specific performance of the agreement – Thus, considering the 
discretionary nature of the relief and the principles governing its 
exercise, granting specific performance would be neither just nor 
equitable – Plaintiffs’ failure to fulfil essential contractual terms, 
coupled with the lack of
authority to bind all co-owners, renders 
the grant of specific performance inappropriate – Equitable remedy 
sought by the plaintiffs cannot be granted in light of their conduct 
and the circumstances of the case – Given the incomplete and 
unenforceable nature of the agreement, it is neither just nor 
equitable to grant the relief sought by the plaintiffs – Thus, the 
judgment and decree passed by the High Court set aside and 
that of the trial court dismissing the suit for specific performance 
restored. [Paras 9-25]
Specific Relief Act, 1963 – s.16(c) – Specific performance of 
contract – Enforcement – Readiness and willingness of the 
plaintiffs to perform the contract:
Held: s.16(c) mandates that a plaintiff seeking specific performance 
of a contract must aver and prove that they have performed or 
have always been ready and willing to perform the essential 
terms of the contract which are to be performed by them – This 
requirement is a condition precedent and must be established by 
the plaintiff throughout the proceedings – Readiness and willingness 
of the plaintiff are to be determined from their conduct prior to 
and subsequent to the filing of the suit, as well as from the terms
[2024] 9 S.C.R. 
949
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
of the agreement and surrounding circumstances – Rationale 
behind this provision is to ensure that a party seeking equitable 
relief has acted equitably themselves – Specific performance is a 
discretionary relief, and the plaintiff must come to the court with 
clean hands, demonstrating sincerity and earnestness in fulfilling 
their contractual obligations – Any laxity, indifference, or failure to 
perform their part of the contract can be a ground to deny such 
relief. [Para 8]
Power of Attorney – General Power of Attorney – When can 
agent bind the principals to contract of sale:
Held: In contracts involving multiple owners of property, it is 
imperative that all co-owners either personally execute the 
agreement to sell or duly authorize an agent to act on their 
behalf through a valid and subsisting power of attorney – Agent’s 
authority must be clear and unambiguous, and any limitations or 
revocations of such authority must be duly considered – Without 
proper authority, an agent cannot bind the principals to a contract 
of sale. [Para 14]
Specific Relief Act, 1963 – s.20 – Relief of specific performance 
under – Nature of: 
Held: Relief of specific performance is discretionary in nature – 
s.20 explicitly states that the court is not bound to grant such relief 
merely because it is lawful to do so – But the discretion of the 
court has to be on sound and reasonable principles – Discretion
must be exercised judiciously and based on sound principles, 
ensuring that granting specific performance is just and equitable 
in the circumstances of the case. [Paras 19, 21]
Case Law Cited
U.N. Krishnamurthy v. A.M. Krishnamurthy [2022] 13 SCR 250 : 
(2023) 1 SCC 775 – referred to.
List of Acts
Specific Relief Act, 1963.
List of Keywords
Continuous readiness and willingness to perform part of contract; 
Agreement to sell; General Power of Attorney; Specific performance;
950
[2024] 9 S.C.R.
Digital Supreme Court Reports
Sale deed; Consideration; Multiple parties; Distinct interests; 
Bona fide purchasers in good faith; Equitable relief; Contractual 
obligations; Contracts; Agent binding principals to contract of sale; 
Judicious exercise of discretion; Grant of specific performance. 
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 613 of 2017 
From the Judgment and Order dated 25.10.2013 of the High Court 
of Orissa at Cuttack in FA No. 185 of 1997.
Appearances for Parties
Umakant Misra, Mrs. Prabhati Nayak, Niranjan Sahu, Monomoy 
Basu, Ms. Apoorva Sharma, Advs. for the Appellants.
S.R. Singh, A.C. Pradhan, Sr. Advs., Saurabh Mishra, Shrimay 
Mishra, Abhinav Pandey, Advs. for the Respondents.
Judgment / Order of the Supreme Court
Order
1.	
The present appeal arises from the judgment and order dated 
25.10.2013 passed by the High Court of Orissa at Cuttack in First 
Appeal No. 185 of 1997, wherein the High Court reversed the 
judgment of the Civil Judge (Senior Division), Baripada, dated 
17.05.1997 in T.S. No. 103 of 1994. The High Court decreed the suit 
for specific performance filed by the plaintiffs (Respondent Nos. 1 & 2 
herein), directing the defendants, including the present appellants 
(Defendant Nos. 9 to 11), to execute a sale deed in favour of the 
plaintiffs. Aggrieved by this decision, the defendant nos. 9 to 11 have 
approached this Court by way of the present appeal. 
2.	
The relevant facts giving rise to
the original suit are as follows:
2.1	 Late Surendranath Banerjee was the original owner of the suit 
property situated in Baripada, Odisha. Upon his demise on 
03.07.1980, the property devolved equally among his five heirs: 
two sons—Defendant No. 1 (Binayendra Banerjee) and late 
Soumendra Nath Banerjee—and three daughters—Defendant 
Nos. 6 to 8 (Smt. Rekha Mukherjee, Smt. Sikha Das, and Smt. 
Monila Pal).
[2024] 9 S.C.R. 
951
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
2.2	 On 14.04.1993, an oral agreement was entered into between 
all the co-owners (Defendant Nos. 1 to 8) and the appellants 
(Defendant Nos. 9 to 11), wherein the co-owners collectively 
agreed to sell the suit property to the appellants for a total 
consideration of ₹4,20,000. This agreement was the culmination 
of mutual discussions and a longstanding understanding 
between the parties, reflecting the genuine intent of all 
co-owners to transfer the property to the appellants.
2.3	 Meanwhile, on 06.06.1993, the plaintiffs (Respondent 
Nos.  1  &  2), who are dealers operating a petrol pump on 
the suit land under a dealership agreement with Defendant 
No. 12 (Hindustan Petroleum Corporation Limited), allegedly 
entered into an agreement to sell with Defendant No. 1 and 
late Soumendra for the purchase of the suit property for a 
total consideration of ₹5,70,000 paying ₹70,000 as earnest 
money. The agreement stipulated that the sisters (Defendant 
Nos. 6 to 8) would come to Baripada within three months to 
execute the sale deed, as they were unable to do so at the 
time of the agreement. As per the terms of the agreement, the 
sale deed was to be executed before 30.09.1993.
2.4	 It is pertinent to note that the agreement dated 06.06.1993 was 
executed solely by Defendant No. 1 and late Soumendra, without 
any signatures, written consent, or explicit authorization from 
Defendant Nos. 6 to 8, who
collectively held a significant 3/5th 
share in the property. The plaintiffs were aware that without the 
participation and consent of the sisters, a valid and enforceable 
sale could not be completed.
2.5	 The alleged authority of Defendant No. 1 to act on behalf of his 
sisters was based on an unregistered General Power of Attorney 
(GPA) dated 30.12.1982. However, this GPA was limited in 
scope, primarily authorizing Defendant No. 1 to manage certain 
aspects of the property, such as collecting rent. Moreover, the 
GPA was effectively revoked by a registered partition deed dated 
17.02.1988, wherein the co-owners partitioned the property 
and specifically limited Defendant No. 1’s authority to collection 
of rent, with no mention of any power to sell the property on 
behalf of the sisters.
952
[2024] 9 S.C.R.
Digital Supreme Court Reports
2.6	 In fulfilment of the prior oral agreement dated 14.04.1993, and 
after ensuring the participation and consent of all co-owners, 
Defendant No. 1, late Soumendra, and Defendant Nos. 6 to 8 
executed a registered sale deed on 27.09.1993 in favor of 
the appellants (Defendant Nos. 9 to 11) for a consideration 
of ₹4,20,000. The appellants who are bona fide purchasers, 
acted in good faith and completed the transaction with all the 
five rightful owners, and accordingly acquired valid title to the 
property.
2.7	 The plaintiffs (Respondent Nos. 1 & 2), despite being aware 
of the necessity of obtaining consent from Defendant Nos. 6 
to 8 and the limitations of Defendant No. 1’s authority, filed 
T.S. No. 103 of 1994 before the Civil Judge (Senior Division), 
Baripada. They sought specific performance of the alleged 
agreement dated 06.06.1993 or, in the alternative, specific 
performance to the extent of the shares of Defendant No. 1 
and late Soumendra. The plaintiffs, as dealers operating on the 
suit land, aimed to secure ownership of the property to further 
their commercial interests. 
3.	
Before the Trial Court, the plaintiffs contended that they had entered 
into a valid and enforceable agreement to purchase the suit property 
from Defendant No. 1 and late Soumendra on 06.06.1993 for a total 
consideration of ₹5,70,000, paying ₹70,000 as earnest money. They 
asserted that Defendant No. 1 was authorized to act on
behalf of 
Defendant Nos. 6 to 8 by virtue of the General Power of Attorney 
dated 30.12.1982 (Ext.1), which empowered him to sell the property. 
The plaintiffs emphasized that the agreement stipulated the sisters 
(Defendant Nos. 6 to 8) would come to Baripada within three months 
to execute the sale deed, and they were assured by Defendant No. 1 
and late Soumendra that the sisters had consented to the sale. They 
maintained that they were always ready and willing to perform their 
part of the contract, including paying the balance consideration and 
completing the sale. Furthermore, they argued that the subsequent 
sale deed executed on 27.09.1993 in favour of Defendant Nos. 9 to 11 
was invalid and not binding on them, as it was executed with full 
knowledge of the prior agreement with the plaintiffs.
4.	
The defendants, in their respective written statements, refuted the 
plaintiffs’ claims. They contended that Defendant No. 1 did not have
[2024] 9 S.C.R. 
953
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
the authority to sell the property on behalf of Defendant Nos. 6 to 8. 
They argued that the General Power of Attorney (Ext.1) was limited in 
scope and effectively revoked by the partition deed dated 17.02.1988 
(Ext.6/a), which allocated specific shares to each co-owner and only 
authorized Defendant No. 1 to collect rent, not to sell the property. 
The defendants maintained that the agreement dated 06.06.1993 was 
incomplete and unenforceable, as it was contingent upon obtaining 
the consent and participation of Defendant Nos. 6 to 8, which was 
never secured. They further asserted that the plaintiffs failed to fulfil 
the terms of the agreement, particularly in not ensuring the presence 
and consent of the sisters within the stipulated time, indicating 
lack of readiness and willingness to perform their obligations. The 
defendants highlighted that the sale deed executed on 27.09.1993 
in favour of Defendant Nos. 9 to 11 was valid, having been executed 
with the full consent and participation of all co-owners, including 
Defendant Nos. 6 to 8. They asserted that the appellants were bona 
fide purchasers for value without notice of any enforceable prior 
agreement, rendering the plaintiffs’ claims untenable.
5.	
The Trial Court, after framing issues and examining the evidence, 
dismissed the suit of the plaintiffs for specific performance. The key 
findings of the Trial Court were as follows:
5.1
The Court found that the agreement dated 06.06.1993 was 
executed only by Defendant No. 1 and late Soumendra, without 
any signatures or explicit consent from Defendant Nos. 6 to 8. 
The agreement itself acknowledged that the sisters were not 
present and their willingness needed to be secured, stating that 
they would come to Baripada within three months to execute 
the sale deed.
5.2	 The Trial Court examined the General Power of Attorney and 
concluded that it did not explicitly authorize Defendant No. 1 
to sell the property on behalf of the sisters. Moreover, the 
GPA was impliedly revoked by the subsequent partition deed 
(Ext.6/a), which allocated specific shares to each co-owner 
and only authorized Defendant No. 1 to collect rent, not to sell 
the property.
5.3	 The agreement was deemed incomplete and unenforceable 
against Defendant Nos. 6 to 8, as their consent and participation 
were essential for a valid sale. The agreement’s reliance on
954
[2024] 9 S.C.R.
Digital Supreme Court Reports
future consent rendered it a contingent contract that did not 
materialize within the stipulated time. 
5.4	 The Court observed that the plaintiffs failed to demonstrate 
continuous readiness and willingness to perform their part of 
the contract. They did not take effective steps to secure the 
consent and presence of the sisters within the three-month 
period specified in the agreement. Their inaction and reliance 
solely on Defendant No. 1 and late Soumendra indicated a 
lack of diligence and commitment to fulfilling the contractual 
obligations. 
5.5	 The Court considered whether specific performance could be 
granted for the 2/5th share belonging to Defendant No. 1 and 
late Soumendra. It concluded that such partial enforcement was 
impractical and inequitable, given the nature of the property and 
its existing lease to Defendant No. 12. Splitting ownership would 
complicate the tenancy and could not be reasonably executed. 
5.6	 The Court held that the sale deed dated 27.09.1993 executed 
in favour of Defendant Nos. 9 to 11 was valid and binding. 
The appellants were bona fide purchasers who had completed 
the transaction with all rightful owners, including Defendant 
Nos. 6 to 8. The plaintiffs’ prior agreement did not create any 
interest in the property that could invalidate the appellants’ title. 
Recognizing that the plaintiffs had paid ₹70,000 as earnest 
money, the Court ordered that they were entitled to a
refund 
of this amount with pendente lite and future interest at 6% 
per annum from Defendant Nos. 1 to 5 (the legal heirs of late 
Soumendra included).
6.	
Aggrieved by the Trial Court’s judgment, the plaintiffs filed a first 
appeal before the High Court of Orissa. On appeal, the High Court 
reversed the Trial Court’s judgment and decreed the suit in favour 
of the plaintiffs. It held that the General Power of Attorney dated 
30.12.1982 was valid and conferred authority upon Defendant No. 1 
to act on behalf of Defendant Nos. 6 to 8, rejecting the notion that 
it was impliedly revoked by the partition deed dated 17.02.1988. 
The High Court found that the alleged revocation of the GPA was 
forged and not genuine. It concluded that the agreement dated 
06.06.1993 was valid and enforceable against all defendants, 
including the sisters, and that the plaintiffs were always ready and
[2024] 9 S.C.R. 
955
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
willing to perform their part of the contract. Consequently, the High 
Court granted specific performance of the contract, directing all 
defendants, including Defendant Nos. 9 to 11 (appellants herein), 
to execute the sale deed in favour of the plaintiffs upon payment 
of the balance consideration.
7.	
Aggrieved by the judgment and decree of the High Court, the appellants 
(Defendant Nos. 9 to 11) have preferred the present appeal before 
this Court. Having heard the learned counsel for both parties and 
perused the records, the following main issues arise for determination:
I.	
Whether the plaintiffs proved their continuous readiness and 
willingness to perform their part of the contract as mandated 
under Section 16(c) of the Specific Relief Act, 1963.
II.	
Whether the agreement to sell dated 06.06.1993 was valid 
and enforceable against Defendant Nos. 6 to 8, considering 
that Defendant No. 1 lacked the authority to act on their behalf 
without a valid and subsisting General Power of Attorney.
III.	
Whether the relief of specific performance, being discretionary, 
having been denied by the Trial Court was rightly granted by the 
High Court in the facts and circumstances of the present case.
I.	
Readiness and Willingness of the Plaintiffs to Perform the 
Contract
8.	
Section 16(c) of the Specific Relief Act, 1963, mandates that a 
plaintiff seeking specific performance of a contract must aver and
prove that they have performed or have always been ready and 
willing to perform the essential terms of the contract which are to be 
performed by them. This requirement is a condition precedent and 
must be established by the plaintiff throughout the proceedings. The 
readiness and willingness of the plaintiff are to be determined from 
their conduct prior to and subsequent to the filing of the suit, as well 
as from the terms of the agreement and surrounding circumstances. 
The rationale behind this provision is to ensure that a party seeking 
equitable relief has acted equitably themselves. Specific performance 
is a discretionary relief, and the plaintiff must come to the court with 
clean hands, demonstrating sincerity and earnestness in fulfilling 
their contractual obligations. Any laxity, indifference, or failure to 
perform their part of the contract can be a ground to deny such 
relief. The importance of readiness and willingness for enforcement
956
[2024] 9 S.C.R.
Digital Supreme Court Reports
of specific performance has been summarized by this Court in 
U.N. Krishnamurthy v. A.M. Krishnamurthy,1 as follows:
“23. Section 16 (c) of the Specific Relief Act, 1963 bars 
the relief of specific performance of a contract in favour 
of a person, who fails to aver and prove his readiness 
and willingness to perform his part of contract. In view of 
Explanation (i) to clause (c) of Section 16, it may not be 
essential for the plaintiff to actually tender money to the 
defendant or to deposit money in court, except when so 
directed by the Court, to prove readiness and willingness 
to perform the essential terms of a contract, which involves 
payment of money. However, Explanation (ii) says the 
plaintiff must aver performance or readiness and willingness 
to perform the contract according to its true construction.
24. To aver and prove readiness and willingness to perform 
an obligation to pay money, in terms of a contract, the 
plaintiff would have to make specific statements in the 
plaint and adduce evidence to show availability of funds 
to make payment in terms of the contract in time. In other 
words, the plaintiff would have to plead that the plaintiff had 
sufficient funds or was in a position to raise funds in time 
to discharge his obligation under the contract. If the plaintiff 
does not have sufficient funds with him to discharge his 
obligations in terms of a contract, which requires payment 
of money, the
plaintiff would have to specifically plead how 
the funds would be available to him. To cite an example, 
the plaintiff may aver and prove, by adducing evidence, an 
arrangement with a financier for disbursement of adequate 
funds for timely compliance with the terms and conditions 
of a contract involving payment of money.
xxx
xxx
xxx
45. It is settled law that for relief of specific performance, 
the plaintiff has to prove that all along and till the final 
decision of the suit, he was ready and willing to perform 
his part of the contract. It is the bounden duty of the 
1	
[2022] 13 SCR 250 : (2023) 1 SCC 775
[2024] 9 S.C.R. 
957
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
plaintiff to prove his readiness and willingness by adducing 
evidence. This crucial facet has to be determined by 
considering all circumstances including availability of funds 
and mere statement or averment in plaint of readiness and 
willingness, would not suffice.”
9.	
The Trial Court rightly concluded that the plaintiffs failed to 
demonstrate continuous readiness and willingness to perform their 
part of the contract. The agreement dated 06.06.1993 explicitly 
required the plaintiffs to ensure that Defendant Nos. 6 to 8 would 
come to Baripada within three months to execute the sale deed. The 
plaintiffs, however, did not take any concrete steps to secure the 
consent or presence of the sisters within the stipulated period. They 
relied solely on Defendant No. 1 and late Soumendra to procure 
the sisters, despite knowing that the sisters were not signatories 
to the agreement and held a significant share in the property. The 
Trial Court observed that the plaintiffs did not issue any notices or 
correspondence to Defendant Nos. 6 to 8 during the three-month 
period, nor did they make any efforts to communicate with them 
directly to expedite the execution of the sale deed. This inaction on 
the part of the plaintiffs indicated a lack of diligence and earnestness 
in fulfilling their contractual obligations. Furthermore, the plaintiffs 
continued to operate their petrol pump on the suit land
without taking 
proactive steps to complete the purchase, suggesting complacency 
and a lack of urgency.
10.	 The High Court, in contrast, summarily concluded that the plaintiffs 
were always ready and willing to perform their part of the contract. 
It stated that there was an abundance of evidence on record to 
establish the plaintiffs’ financial capacity and willingness. However, 
the High Court did not delve into the specifics of the plaintiffs’ conduct 
or address the Trial Court’s findings regarding their inaction. The 
High Court’s assessment on this crucial aspect was cursory and 
lacked a thorough examination of the evidence and circumstances 
that demonstrated the plaintiffs’ lack of readiness and willingness.
11.	 Upon perusal of the records and submissions, we find merit in the 
appellants’ contention that the plaintiffs failed to prove their continuous 
readiness and willingness as required under Section 16(c) of the 
Specific Relief Act. The terms of the agreement imposed specific 
obligations on the plaintiffs, particularly in ensuring that Defendant
958
[2024] 9 S.C.R.
Digital Supreme Court Reports
Nos. 6 to 8 would participate in the execution of the sale deed within 
three months. The plaintiffs’ failure to take any initiative in this regard 
is indicative of their lack of commitment to perform the contract. It 
is pertinent to note that the plaintiffs were aware that Defendant 
Nos. 6 to 8 were not parties to the agreement and that their consent 
was crucial for the completion of the sale. Despite this knowledge, 
the plaintiffs did not attempt to contact the sisters or address any 
correspondence to them. The plaintiffs also did not furnish any 
evidence to show that they had arranged the balance consideration 
amount or were prepared to pay it upon execution of the sale deed.
12.	 The reliance placed by the plaintiffs on Defendant No. 1 and late 
Soumendra to bring their sisters for execution cannot absolve them 
of their responsibility to demonstrate readiness and willingness. In 
contracts involving multiple parties with distinct interests, especially 
when some parties are absent or not signatories, the onus is on the 
plaintiff to ensure that all necessary consents and participations are 
secured. The plaintiffs’ passive approach and failure to act proactively 
undermine their claim of readiness and willingness. Moreover, the 
plaintiffs did not raise any objection or take legal action immediately 
after the expiry of the three-month period specified in the agreement. 
Their delay in asserting their rights and
pursuing the completion 
of the contract further indicates a lack of earnestness. It was only 
after the sale deed was executed in favour of the appellants that 
the plaintiffs sought to enforce the agreement, which suggests an 
afterthought rather than genuine intent.
13.	 In light of the above reasoning, we agree with the Trial Court’s 
findings that the plaintiffs failed to prove their continuous readiness 
and willingness to perform their part of the contract as mandated 
under Section 16(c) of the Specific Relief Act. The High Court erred 
in not adequately addressing this critical aspect and in overlooking 
the plaintiffs’ inaction and lack of diligence. The plaintiffs’ failure to 
comply with the essential terms of the agreement and to take necessary 
steps within the stipulated time demonstrates a lack of readiness 
and willingness, which is fatal to their claim for specific performance.
II.	
General Power of Attorney and validity of the Sale agreement 
dated 06.06.1993. 
14.	 In contracts involving multiple owners of property, it is imperative 
that all co-owners either personally execute the agreement to sell
[2024] 9 S.C.R. 
959
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
or duly authorize an agent to act on their behalf through a valid and 
subsisting power of attorney. An agent’s authority must be clear and 
unambiguous, and any limitations or revocations of such authority 
must be duly considered. Without proper authority, an agent cannot 
bind the principals to a contract of sale. 
15.	 The Trial Court examined the General Power of Attorney dated 
30.12.1982, purportedly executed by Defendant Nos. 6 to 8 and late 
Soumendra in favour of Defendant No. 1 and held that the GPA was 
unregistered and executed over a decade prior to the agreement 
to sell. Moreover, the Trial Court also observed that GPA was not 
referenced or relied upon in the agreement dated 06.06.1993 and 
there was no mention that Defendant No. 1 was acting as an agent 
on behalf of his sisters under the GPA. It was held that the Defendant 
No. 1 signed the agreement solely in his personal capacity, and there 
was no indication that he was executing it on behalf of Defendant 
Nos. 6 to 8. The High Court disagreed with the Trial Court, holding that 
the GPA was valid and in force at the time of the agreement. It opined 
that the lack of explicit reference to the GPA in the agreement did not 
invalidate Defendant No. 1’s authority to act on behalf of his sisters. 
16.	 In our considered opinion, the High Court erred in its assessment 
of the authority of Defendant No. 1 to bind Defendant Nos. 6 to 8.
While it is legally permissible for an agent to bind a principal even if 
the agency relationship is not disclosed, this principle applies when 
the agent has valid and subsisting authority. In the present case, the 
GPA was executed in 1982 and was unregistered. The subsequent 
registered partition deed in 1988 allocated specific shares to each 
co-owner and delineated their rights and authorities. Moreover, The 
partition deed dated 17.02.1988 impliedly revoked any prior authority 
granted under the GPA concerning the sale of the property. By 
specifying that Defendant No. 1 was authorized only to collect rent, 
it limited his authority and implicitly withdrew any broader powers 
previously granted. It must be emphasized that the agreement dated 
06.06.1993 did not mention the GPA or indicate that Defendant 
No. 1 was acting on behalf of his sisters. He signed the agreement 
solely in his capacity, and there was no representation made to the 
plaintiffs that he had the authority to bind the sisters. This omission is 
significant, as the plaintiffs were aware that the sisters’ consent was 
essential, which is evident from the agreement’s stipulation that the 
sisters would come to execute the sale deed within three months.
960
[2024] 9 S.C.R.
Digital Supreme Court Reports
17.	 The plaintiffs were cognizant of the fact that Defendant Nos. 6 to 8 
were not parties to the agreement and that their willingness 
and participation were necessary for a valid sale. This is further 
corroborated by the plaintiffs’ own admissions that they were assured 
by Defendant No. 1 and late Soumendra that the sisters would be 
brought to execute the sale deed. Thus, the plaintiffs cannot claim that 
they believed Defendant No. 1 had the authority to bind the sisters 
without their explicit consent. The appellants have rightly pointed 
out that an agent’s authority must be explicit, and any limitations or 
revocations thereof must be given due consideration. In the absence 
of a valid and subsisting power of attorney authorizing Defendant 
No. 1 to sell the property on behalf of Defendant Nos. 6 to 8, the 
agreement cannot be enforced against them.
18.	 In view of the above, we hold that Defendant No. 1 lacked the 
authority to bind Defendant Nos. 6 to 8 in the agreement to sell dated 
06.06.1993. The General Power of Attorney did not confer upon him 
the power to sell the property on behalf of his sisters at the time of 
the agreement, having been impliedly revoked by the partition deed. 
The agreement was, therefore, incomplete and unenforceable against 
Defendant Nos. 6 to 8, who collectively held a majority share in the 
property. The plaintiffs’ knowledge of the necessity of obtaining the 
sisters’ consent,
coupled with their failure to secure such consent, 
renders the agreement ineffective against Defendant Nos. 6 to 8. 
Consequently, the agreement cannot be specifically enforced against 
them, and the plaintiffs cannot claim any right over their shares in 
the property based on the said agreement.
III.	
Discretionary Nature of Granting Specific Performance
19.	 The relief of specific performance under the Specific Relief Act, 1963, 
is discretionary in nature. Section 20 of the Act (applicable to this 
case as it predates the 2018 amendment) explicitly stated that the 
court is not bound to grant such relief merely because it is lawful to 
do so. The discretion must be exercised judiciously and based on 
sound principles, ensuring that granting specific performance is just 
and equitable in the circumstances of the case.
20.	 In the present case, several factors weigh against granting specific 
performance. The agreement to sell was incomplete and unenforceable 
against Defendant Nos. 6 to 8, who held a majority share in the 
property; enforcing such an agreement would be inequitable. The
[2024] 9 S.C.R. 
961
Janardan Das & Ors. v. Durga Prasad Agarwalla & Ors.
plaintiffs failed to demonstrate readiness and willingness to perform 
their obligations and did not take necessary steps to secure the 
consent of all co-owners. Granting specific performance would 
unfairly prejudice the defendants, especially Defendant Nos. 6 to 8, 
who never consented to the sale to the plaintiffs. Furthermore, the 
plaintiffs can be adequately compensated by a refund of the earnest 
money with interest; there is no evidence to suggest that monetary 
compensation would not suffice.
21.	 Section 20 of the Specific Relief Act, 1963 prior to amendment by 
Act No. 18 of 2018 which was brought into effect w.e.f. 1.10.2018 
categorically provided that the relief of specific performance is 
discretionary in nature and the court is not bound to grant such relief 
merely because it is lawful to do so. But the discretion of the court 
has to be on sound and reasonable principles.
22.	 In the present case, the plaintiffs have sought specific performance 
of the agreement dated 06.06.1993 whereunder the sale deed 
was to be executed before 30.09.1993 after obtaining the consent 
of the sisters (Defendant Nos. 6 to 8) as they had not joined the 
agreement. However, all the co-owners of the property transferred 
the suit property in favour of the appellants vide sale deed dated 
27.09.1993 for a consideration of Rs. 4,20,000/-. The appellants 
are the bona fide purchasers in good faith of the
suit property for 
valuable consideration. Therefore, once they have acquired the rights 
in the property way back on 27.09.1993, there was no justification 
to disturb the said sale deed by decreeing the suit for specific 
performance of the agreement dated 06.06.1993 which was not even 
signed by all the co-owners specially the three sisters (Defendant 
Nos. 9 to 11). The aforesaid sale deed was not even challenged 
though it had come into existence at the time of filing of the suit for 
specific performance, therefore, when the Trial Court had exercised 
its discretion not to decree the suit for specific performance, it was 
not open for the appellate court to decree it affecting the rights of 
the bona fide purchasers i.e. the appellants.
23.	 In conclusion, considering the discretionary nature of the relief and 
the principles governing its exercise, we find that granting specific 
performance in this case would be neither just nor equitable. The 
plaintiffs’ failure to fulfil essential contractual terms, coupled with 
the lack of authority to bind all co-owners, renders the grant of 
specific performance inappropriate. The equitable remedy sought
962
[2024] 9 S.C.R.
Digital Supreme Court Reports
by the plaintiffs cannot be granted in light of their conduct and the 
circumstances of the case. 
24.	 In view of the foregoing analysis,  we conclude that the plaintiffs 
failed to demonstrate their continuous readiness and willingness 
to perform their contractual obligations, and that Defendant No. 1 
lacked the authority to bind Defendant Nos. 6 to 8 in the agreement 
dated 06.06.1993. Given the incomplete and unenforceable nature 
of the agreement, we find it neither just nor equitable to grant the 
relief sought by the plaintiffs.
25.	 Accordingly, the appeal is allowed. The judgment and decree dated 
25.10.2013 passed by the High Court of Orissa are set aside. The 
judgment dated 17.05.1997 passed by the Trial Court dismissing the 
suit for specific performance is restored. Furthermore, the appellants 
are directed to refund to the plaintiffs (Respondent Nos. 1 & 2) a sum 
of ₹10,00,000 (Rupees Ten Lakhs) within a period of two months from 
the date of this order. This amount includes the earnest money paid 
by the plaintiffs and accounts for any interest and expenses incurred.
26.	 There shall be no order as to costs.
Result of the Case: Appeal allowed.
†Headnotes prepared by: Nidhi Jain