S. H. SHETH, J. ( 1 ) THE original defendants have filed this Second Appeal against the decree for specific performance of the agreement Ex. 14 passed by the Courts below against them. The material facts of the case are as under :-THE defendants are the owners of S. No. 878/2 of village Gobhlej situate in Kaira District. 4 Acres-34 Gunthas of laud out of this survey number along with the land bearing S. No. 878/1 were agreed to be sold by the defendants to the plaintiff on 30th April 1956. The entire lands is referred to as S. No. 871/1. In November 1962 the plaintiff called upon the defendants to execute the conveyance in respect of that land. The defendants refused to do so. Therefore the plaintiff made a similar demand upon the defendants in the presence of the panchas whose names have been mentioned in the agreement of sale Ex. 14. The defendants turned down that demand as well. On 21st January 1963 the plaintiff served upon the defendants notice Ex. 23 calling upon them to convey the suit land to him. The defendants did not reply. He therefore filed on 3rd May 1963 the present suit for obtaining decree for specific performance of the agreement of sale Ex. 14. ( 2 ) IN defence it was contended by the defendants that the agreement of sale Ex. 14 was void for want of consideration and for uncertainty. They also contended that it was not binding upon them and that it was voidable because it was executed under undue influence and coercion. ( 3 ) THE learned Trial Judge rejected all the defences and passed in favour of the plaintiff decree for specific performance. ( 4 ) THE defendants appealed to the District Court. The learned Second Extra Assistant Judge confirmed the findings recorded by the learned Trial Judge and dismissed the appeal. ( 5 ) IT is that appellate decree which is called in question in this Second Appeal. ( 6 ) MR. Shah appearing for the defendants has raised before me the following five contentions. (1) The agreement of sale Ex. 14 is void for want of consideration. (2) It is void on account of uncertainty. (3) It is invalid and unenforceable because it was executed by the defendants under undue influence and coercion. (4) The suit was barred by time. Shah appearing for the defendants has raised before me the following five contentions. (1) The agreement of sale Ex. 14 is void for want of consideration. (2) It is void on account of uncertainty. (3) It is invalid and unenforceable because it was executed by the defendants under undue influence and coercion. (4) The suit was barred by time. (5) In any case the Court ought not to have exercised its judicial discretion for passing decree for specific performance. ( 7 ) SO far as the first contention raised by Mr. Shah is concerned it turns more upon the construction of the agreement of sale Ex. 14 than upon any other evidence. The Courts below have found that the agreement Ex. 14 has been executed for valid consideration. In order to appreciate the contention raised by Mr. Shah it is necessary to reproduce the material parts of the agreement of sale Ex. 14. When translated into English they read as under. THE party of the second part (they are the defendants to the suit) has purchased for a sum of Rs. 2425/the following property on 28th April 1956 from Thakkar Fulchand Chhaganlal of Gobhlej. A. G. S. No. 878/2 Paiki 1-22 kharaba 0-2 s. No. 878/2 Paiki 3-30 _______5 - 4 including the Kharaba. The party of the first part (the reference is to the plaintiff) had by a registered document sold to Fulchand Chhaganlal of Gobhlej 4 Acres 34 Gunthas of the aforesaid land (excluding 0-20 Gunthas) with boundaries canals and trees intact along with half the share in the well situate in SNo. 878/1 and certain other properties. Thereafter we (the plaintiff) had tenancy rights in respect of the same lands and we (the plaintiff) had the right to purchase the lands but by a declaration made before the Mamlatdar we had given it up in favour of the landlord Fulchand Chhaganlal. Thakkar Fulchand Chhaganlal has sold according to law to the party of the second part such an unencumbered property but since you the party of the first part have been the past owner of the property it is decided between both the parties as under:--THE party of the second part is bound to sell to the party of the first part the said property when the party of the first part pays a sum of Rs. 2425. 00. 2425. 00. Thus upon the sale by the party of the second part to the party of the first part of this land the party of the first part shall not give it to anyone for cultivation or shall not mortgage sell or gift it away to anyone else and if the party of the first part desires to give this property to anyone else in any manner whatsoever the party of the second part shall have the first right to get it. If the party of the second part is not willing to take this land for cultivation or under a mortgage transact on or by sale or gift or in anyone of such manners as the party of the first part wants to give it the party of the first part shall give eight days notice to the party of the second part and shall thereafter be entitled to give it over to anyone else in any manner he thinks fit. . . . . . . . . . . . . . . . . . . . . THE party of the first part shall not purchase this land from the party of the second part for a period of two years from today. . . . . . . (I have underlined a few words because quite a good deal turns upon the construction of those words. Since the appellants have not furnished me an official or private translation of this document I have translated the material parts thereof for the purpose of this judgment. Mr. Shah and Mr. Zamindar say that the translation done by me is correct )THIS document brings out certain things. Firstly it shows that the plaintiff had originally sold the suit property to one Fulchand Chhaganlal who in his turn had sold it to the defendants two days prior to the execution of the agreement of sale Ex. 14. The defendants in their turn agreed to sell it to the plaintiff for a sum of Rs. 2425. 00. The price agreed upon between the parties in respect of the suit land was the same for which the defendants had purchased it from Fulchand Chhaganlal. The second thing which emerges from this document is that the plaintiff had undertaken to do and to abstain from doing certain things after the purchase of the suit land by him was completed. The price agreed upon between the parties in respect of the suit land was the same for which the defendants had purchased it from Fulchand Chhaganlal. The second thing which emerges from this document is that the plaintiff had undertaken to do and to abstain from doing certain things after the purchase of the suit land by him was completed. He undertook not to mortgage sell or gift it to anyone or give it to anyone for cultivation. He also agreed that if he wanted to transfer the suit land to anyone after the purchase was completed the defendants would have the first priority to purchase it. In case the defendants did not want to take it in the manner in which the plaintiff offered it then the defendants would be entitled to eight days notice before the plaintiff could give it over to anyone else. These three conditions would be obviously attached to the ownership of the suit land after the purchase in favour of the plaintiff in pursuance of the agreement Ex. 14 was completed. The next important thing that emerges from this document is that the plaintiff had agreed not to insist upon conveying the suit land to him for a period of two years from the date of the agreement Ex. 14 Mr. Shah has contended before me that the agreement Ex. 14 is void for want of consideration because there is no obligation for the plaintiff to purchase the suit land from the defendants in as much as the sale was to be effected as and when the plaintiff thought fit to pay to the defendants the price of Rs. 2425/in cash. According to him whereas the agreement Ex. 14 did not cast any obligation upon the plaintiff to purchase it or in other words whereas it left an option to the plaintiff to purchase it or not to purchase it the defendants were under an obligation to sell it at any time when the plaintiff demanded conveyance in his favour. In other words what Mr. B. R. Shah contends before me is that though there was an offer from the defendants to sell the suit land to the plaintiff the plaintiff had not unequivocally accepted it. In other words what the plaintiff agreed upon was at the most to make a standing offer to purchase the suit land. In other words what Mr. B. R. Shah contends before me is that though there was an offer from the defendants to sell the suit land to the plaintiff the plaintiff had not unequivocally accepted it. In other words what the plaintiff agreed upon was at the most to make a standing offer to purchase the suit land. He has therefore contended before me that the agreement Ex. 14 evidences an offer by the defendants without any acceptance from the plaintiff. Therefore according to him there was no contract for sale brought into existence by Ex. 14. ( 8 ) CONSIDERATION has been defined by Clause (d) of sec. 2 of the Indian Contract Act 1872 in the following terms. WHEN at the desire of the promisor the promisee or any other person has done or abstained from doing or does or abstains from doing or promises to do or to abstain from doing something such act or abstinence or promise is called a considera-tion for the promise. ( 9 ) MR. Shah has invited my attention to the decision of the High Court of Bombay in Vishveshvar Subrao Kulkarni v. Sadashiv Venkatramanayya Harito A. I. R. 1926 Bombay 54. In that case it was proved on evidence that there was a simultaneous agreement under which the defendant was to reconvey the land in question to the plaintiff whenever he tendered the sum of Rs. 1268. 00. It was contended that it was no consideration within the meaning of clause (d) of sec. 2 of the Contract Act. The Division Bench of the High Court of Bombay held that the plaintiffs promise to pay Rs. 1268/at some indefinite time was not a promise made at the desire of the promisor within the meaning of clause (d ). It has been further observed in that decision that the words at the desire of the promisor in clause (d) imply a promise which has a real effect in conducing to the contract. An option to buy is not equivalent to an agreement to buy; it only becomes such an agreement if and when the option is exercised. ( 10 ) THE second decision to which Mr. Shah has invited my attention is in Raja of Venkatagiri v. Shri Krishnayya Rao Bahadur Zamindar A. 1. R. 1948 Privy Council 150. An option to buy is not equivalent to an agreement to buy; it only becomes such an agreement if and when the option is exercised. ( 10 ) THE second decision to which Mr. Shah has invited my attention is in Raja of Venkatagiri v. Shri Krishnayya Rao Bahadur Zamindar A. 1. R. 1948 Privy Council 150. In that case the plaintiffs father by a letter gave an undertaking to the defendants natural father that he would supply money for the litigation if the defendants adoption was challenged. In pursuance of such an undertaking the plaintiffs father advanced moneys to the defendant from time to time for the expenses of the litigation and after the death of the plaintiffs father the plaintiff also did the same thing. Thereafter the defendant at the request of the plaintiff executed a promissory note for the total amount advanced for the litigation and it was stipulated therein that if the litigation was decided against the defendant in the Privy Council the plaintiff would not enforce the pronote. The litigation ended in favour of the defendant and therefore the plaintiff sued the defendant on the pro-note. The defendant denied his liability and contended that the pronote was void for want of consideration. It was held by the Privy Council that the advances of money were not made at the desire of the defendant within the meaning of section 2 (d) and therefore the pronote was without consideration. ( 11 ) THESE two decisions make it clear that in order to constitute consideration within the meaning of sec. 2 (d) of the Contract Act it must be something which the promisee inter alia promises to do at the desire of the promisor. In the instant case the defendants are the promisors and the plaintiff is the promisee. So far as the plaintiff is concerned whereas he has to pay a sum of Rs. 2425/to the defendants the defendants have to sell the suit land to him. Now the question which has been raised before me is whether the expression When the party of the first part pays Rs. So far as the plaintiff is concerned whereas he has to pay a sum of Rs. 2425/to the defendants the defendants have to sell the suit land to him. Now the question which has been raised before me is whether the expression When the party of the first part pays Rs. 2425/to the party of the second part means a firm and unequivocal obligation on the part of the plaintiff to pay the amount at the desire of the promisor or whether it is left to his choice to pay the amount at any time he likes and to purchase the suit property. On the basis of the principle deducible from sec. 2 (d) of the Contract Act in light of the aforesaid two decisions the question which therefore arises for my consideration relates to the construction of the agreement Ex. 14. In my opinion the expression when the party of the first part pays the sum of Rs. 2425/to the party of the second part leaves to the plaintiff the choice to pay the amount at any time he likes and therefore leaves to him the option to purchase or not to purchase the suit land. It is not a firm and unequivocal obligation which he by the agreement Ex. 14 has undertaken to perform. It is clear therefore that whereas the defendants agreed by Ex. 14 to sell the suit land the plaintiff did not enter into a firm and unequivocal obligation to pay the sum of Rs. 2425/at the desire of the promisor within the meaning of sec. 2 (d) of the Contract Act. In other words the agreement Ex. 14 has not created mutuality of obligations between the parties. It is therefore difficult to uphold the contention raised by Mr. Zamindar that it constitutes consideration within the meaning of sec. 2 (d ). Mr. Zamindar has argued that the cash price of Rs. 2425/for the suit land is not the only consideration. According to him it is only a part of the consideration. He argues that the consideration for the transaction evidenced by Ex. 14 consists of four parts. The first part consists of the fact that even after the plaintiff entered into the agreement Ex. 2425/for the suit land is not the only consideration. According to him it is only a part of the consideration. He argues that the consideration for the transaction evidenced by Ex. 14 consists of four parts. The first part consists of the fact that even after the plaintiff entered into the agreement Ex. 14 the defendants were allowed to retain the suit land for a period of two years during which the plaintiff had undertaken not to insist upon its being conveyed to him. The second part of the consideration is according to Mr. Zamindar discernible from the fact that the plaintiff has given first preference to transfer the suit property to the defendants if he wanted to transfer it after the purchase was completed. The third part of the consideration according to him is discernible in the compromise which the parties entered into and which led to the execution of the agreement of sale Ex. 14 and the fourth part is the cash consideration of Rs. 2425. 00. So far as the compromise is concerned he has argued that there was a dispute between the plaintiff and the defendants in regard to the purchase of the suit land from Fulchand Chhaganlal. Both the parties wanted to purchase it from Fulchand Chhaganlal ands therefore the agreement Ex. 14 was entered into between them by which the defendants were enabled to purchase it in the first instance and the plaintiff was enabled to purchase it from the defendants two years thereafter. In my opinion Fulchand Chhaganlal was entitled to sell it to anyone of them. Whether the plaintiff should purchase the suit land from Fulchand Chhaganlal or whether the defendants should purchase it from him could not in law create any dispute between them because the plaintiff could not have taken any action against the defendants for the resolution of the dispute. Its resolution if any depended upon the will of the third party Fulchand Chhaganlal the defendants vendor. Inspite of this dispute he was free to sell the suit land to anyone of his choice. If he in his wisdom decided to sell it to the defendants what dispute could there have been between the parties to this suit which required compromise? Therefore there was no dispute between the parties in the legal sense and there was no compromise between them. It was merely a competition between them. If he in his wisdom decided to sell it to the defendants what dispute could there have been between the parties to this suit which required compromise? Therefore there was no dispute between the parties in the legal sense and there was no compromise between them. It was merely a competition between them. Both the parties had been vying with each other to purchase the suit land from Fulchand Chhaganlal. At the most by agreement Ex. 14 the competition inter se between the parties to the suit was done away with. Such an action in my opinion cannot constitute consideration within the meaning of sec. 2 (d ). Even if the plaintiff had competed with the defendants to purchase the suit land Fulchand Chhaganlal could have sold it to the defendants for the same price for which the defendants actually purchased it. Further pursuant to such a compromise what the plaintiff did was to exercise an option to purchase it or not to purchase it. He did not undertake an obligation to purchase it because it was left to his choice to pay the consideration or not to pay it and if he thought of paying it he could do so at any time and not at the desire of the defendants. Next when the plaintiff assured the defendants that he would not insist upon their selling the suit land within two years of the date of agreement Ex. 14 he did not abstain from doing something within the meaning of sec. 2 (d) because such an act of abstinence must in the very nature of things be followed by a promise to purchase the suit land. The plaintiff made no such promise to the defendants. This act of abstinence is no act at all because anyone else not concerned with the suit land could also have told the defendants that he would not purchase the suit land for two years from them. What is the difference between a gratuitous assurance of this kind expressed by a stranger and this assurance made by the plaintiff when he did not undertake an obligation to purchase it at the end of that period ? If such an assurance had produced mutuality of obligations for both the parties enforceable at law the contention raised by Mr. Zamindar would have certainly required deeper and closer examination. If such an assurance had produced mutuality of obligations for both the parties enforceable at law the contention raised by Mr. Zamindar would have certainly required deeper and closer examination. Next the plaintiffs assurance to the defendants to give them first preference in case he thought of selling the suit land after he had purchased it suffers from two fatal infirmities. Firstly he was seeking to undertake an obligation in respect of the property to which he had no right whatsoever and to which he could not at his own instance acquire any right. Secondly this obligation could not be enforced against him by the defendants from whom he was not bound to purchase the suit land. It was therefore a very vague and uncertain obligation from which no enforceable right accrued to the defendants. Therefore there was no mutuality of obligations. If it was a promise to do something it must be in relation to that thing to which the plaintiff has a right in presenti. All the arguments raised by Mr. Zamindar therefore fail. In my opinion therefore the agreement Ex. 14 is not supported by any consideration for the transaction in question within the meaning of sec. 2 (d) of the Contract Act. Therefore it is void within the meaning of sec. 25 of that Act. In the result I set aside the finding recorded by the Courts below in that behalf. ( 12 ) THE next contention raised by Mr. Shah is that within the meaning of sec. 29 of the Contract Act the agreement Ex. 14 was void for uncertainty. This point was not argued before any of the Courts below. Mr. Shah has however contended before me that it can be raised for the first time in second appeal because it is a pure question of law. In support of his contention he has relied upon the decision of the Supreme Court in Keshavlal Lallubhai Patel and others v. Lalbhai Trikumlal Mills Ltd. A. I. R. 1958 Supreme Court 512. It has been held in that decision that where the plea raised is a plea of law based solely upon the construction of the letter which is the basis of the case for the extension of time for the performance of the contract it is competent to the appeal Court to allow such a plea to be raised under 0. It has been held in that decision that where the plea raised is a plea of law based solely upon the construction of the letter which is the basis of the case for the extension of time for the performance of the contract it is competent to the appeal Court to allow such a plea to be raised under 0. 41 R. 2 of the Code of Civil Procedure. Mr. Shah has advanced before me two aspects of this contention. Before I examine these two aspects it is necessary to have a look at sec. 29 of the Contract Act. Sec. 29 provides as under. AGREEMENTS the meaning of which is not certain or capable of being made certain are void. The first argument which Mr. Shah has raised before me in support of this contention of his is that the agreement Ex. 14 does not provide for the period during which the defendants are required to execute conveyance in favour of the plaintiff in respect of the suit land. The agreement Ex. 14 contains a negative clause. It states that the defendants would not be called upon by the plaintiff to execute conveyance in respect of the suit land within two years from the date of the agreementobviously therefore after the expiry of two years the defendants would have to execute the conveyance in favour of the plaintiff in respect of the suit land within a reasonable time. What is a reasonable time is a question of fact. That is what sec. 46 of the Contract Act lays down. It provides as under. WHERE by the contract a promisor is to perform his promise without application by the promisee and no time for performance is specified the engagement must be performed within a reasonable time. Explanation. The question what is a reasonable time is in each particular case a question of fact. ( 13 ) IT is in this context that the omission on behalf of the defendants to raise this plea in the Courts below assumes a very great importance. Had they pleaded that the plaintiff had not called upon them to execute conveyance in his favour within a reasonable time the plaintiff would have certainly sought an issue on the point and met it. Had they pleaded that the plaintiff had not called upon them to execute conveyance in his favour within a reasonable time the plaintiff would have certainly sought an issue on the point and met it. Having denied that opportunity to the plaintiff it is not open to the defendants to raise such a question of fact for the first time in the Court of Second Appeal. Secondly omission to provide for the period during which conveyance should be executed does not render the meaning of the agreement uncertain within the meaning of sec. 29 of the Contract Act. .