Judgment :- 1. Defendant appeals. Plaintiffs filed the suit for specific performance of a covenant in a sale deed. The sale deed is Ext. Al. It is dated 15-8-1962. By Ext. Al sale deed, defendant purchased the suit property from the first plaintiff. The covenant is in these terms: The defendant refused to retransfer the property when the plaintiffs made the demand as per the above clause. So the plaintiffs wanted specific performance of the above clause through court Hence the suit. 2. The defendant contended that the clause in the sale deed is not enforceable. He submitted that the clause would create only a personal right to the first plaintiff and that since the first plaintiff has transferred whatever right he had under the said clause to the second plaintiff the clause cannot be enforced by the first plaintiff or by the second plaintiff. The defendant also contended that the suit is premature. 3. The trial court did not accept the contentions raised by the defendant. After an evaluation of the evidence, all the contentions raised by the defendant were found against the defendant and the trial court decreed the suit. The defendant filed an appeal before the appellate court. The appellate court confirmed the judgment and decree of the trial court. Now the defendant appeals to this court. 4. The learned counsel for the appellant raised the following questions of law in his appeal memorandum. (i) Whether the suit is not premature; (ii) Whether, on the facts and circumstances of the case and in law a decree could be granted in favour of the 2nd plaintiff; (iii) Whether the stipulation in Ext. Al for re-purchase is a covenant running with the land or merely a personal right in the assignor; and (iv) Whether the suit itself, in the form in which it is couched, is maintainable in view of the averments in the plaint that Ext. Al transaction is a mortgage. 5. Counsel on both sides argued their case very ably. The learned counsel for the appellant submitted that the clause provided for re-purchase in the document will give rise only to a personal right and that that right is not a transferable or alienable right. Al transaction is a mortgage. 5. Counsel on both sides argued their case very ably. The learned counsel for the appellant submitted that the clause provided for re-purchase in the document will give rise only to a personal right and that that right is not a transferable or alienable right. In short, his submission is that a right given under a document of conveyance for re-purchase to a vendor is always a personal right which is an inalienable right, and an assignee of such a right cannot enforce that right specifically. He elaborates the point and submits that the clause in Ext. Al is not enforceable specifically because the right under the clause has been transferred by the first plaintiff to the second plaintiff. According to him, no decree can be given to the second plaintiff or to the first plaintiff. He says that the second plaintiff has purchased only a right, the vendor of it is incapable of transferring it. He points out the prayer in the plaint and submits that the decree that is sought for is a decree for specific performance of the clause in favour of the second plaintiff. 6. Necessarily, I should consider the nature and content of the right conferred on the vendor under the clause in question in Ext. Al. Learned counsel for the appellant submits that the right conferred under the clause is only a personal right of an option to the vendor, to purchase the properties stipulated in the clause. Being a personal right in the nature of option it is not an alienable right. 7. Under English Law, unlike in the Indian law, a contract to purchase land creates an equitable interest therein in favour of the purchaser and a covenant giving an option to repurchase has been held to create in favour of the vendor an interest in the property. Vide L and S.W. Rly. Co. v. Gomm. (1882) 20 Ch. 562 at p. 581. Though it is not possible to contend that a clause in a sale deed reserving with the vendor a right to repurchase the property would run with the land and Would create an interest in it, it is certainly possible to say that it would create a contractual right. 8. Co. v. Gomm. (1882) 20 Ch. 562 at p. 581. Though it is not possible to contend that a clause in a sale deed reserving with the vendor a right to repurchase the property would run with the land and Would create an interest in it, it is certainly possible to say that it would create a contractual right. 8. The further question is whether it is an alienable or transferable right and whether an assignee of such a right can claim specific performance of that right. To my mind, if the clause is clean and clear, i. e. to say that it is without any prohibition or circumstance disentitling a relief of specific performance, it will enable the person who is entitled to have the benefit of the clause, to claim specific performance of the clause. 9. S.15 of the Specific Relief Act runs thus: "15. Who may obtain specific performance: Except as otherwise provided by this chapter, the specific performance of a contract may be obtained by (a) any party thereto: (b) the representative-in-interest or the principal, of any party thereto: Provided that where the learning, skill, solvency or any personal quality of such party is a material ingredient in the contract, or, where the contract provides that his interest shall not be assigned, his representative-in-interest or his principal snail not be entitled to specific performance of the contract, unless such party has already performed his part of the contract, or the performance thereof by his representative-in-interest or bis principal, has been accepted by the other party:" The section in unmistakable terms tells us that besides the co-nominee parties to the contract, the representative-in-interest or the principal (if such party was acting as his agent) can obtain specific performance, provided (1) that the agreement itself does not interdict the transfer and (2) that personal considerations do not form the basis or the material element in the contract. No doubt, whether a contact can be enforced specifically by a representative-in-interest of one of the parties to the contract has ab initio to be determined on a fair construction of the terms of the contract itself. A right of repurchase which has bean reserved to a vendor by the vendee under a conveyance is an option or a power conferred by the contract on the vendor. In Samarapuri Chettiar v. Sudarsana Achariar (AIR. A right of repurchase which has bean reserved to a vendor by the vendee under a conveyance is an option or a power conferred by the contract on the vendor. In Samarapuri Chettiar v. Sudarsana Achariar (AIR. 1919 Madras 432) it has been held that such a right has to be exercised strictly in accordance with the terms of the agreement. In Venkateswara v. Raman Nambudhri (AIR. 1917 Madras 358) Coutts Trotter, J., as he then was, said that the execution of a contract for reconveyance could not be regarded as creating a mere right to sue and that all such contracts which are capable of specific performance would be assignable, excepting those of the class prohibited by S.15 of the Specific Relief Act. The core of the question is whether the term provided for the reconveyance is conditioned by any prohibition clause by which the right is reserved exclusively to the co-nominee vendor. If a specific prohibition is absent it has to be considered that that right is a right which is available to all parties representing the vendor. In my view, normally the advantage or benefit of a contract of repurchase must be assignable, unless the conditions of the contract are such as to indicate the right of repurchase is personal to the vendor. In the latter case, obviously it is for the party who pleads that the contract is personal, to prove that the intention of the parties thereto was that it was to be enforced only by the eo-nominee party/ parties in the document of conveyance and not by an assignee of the vendor 10. A clearest statement of law by Sir Lanceler Sanderson is seen in Sakalaguna v. Munuswami (AIR. 1928 PC. 174.) It is said: "The counterpart document was a completed contract, that it must be deemed as executed in favour of both father and son and that the benefit of the contract could be assigned." The Privy Council further observed: They are also of the opinion that it was not intended that the option could be exercised only by Venkatasubramanya and Krishnasami personally." (emphasis added). 11. The question has been considered in great depth in a decision reported in AIR. 1940 Bombay 339. (Vishweshwar v. Durgappa). 11. The question has been considered in great depth in a decision reported in AIR. 1940 Bombay 339. (Vishweshwar v. Durgappa). Beamont C. J. with whom Sen J. concurred said very clearly that, both under the common law as well as under the Specific Relief Act, an option to repurchase the property sold would prima facie be assignable, though it might also be worded as to show that it was to be personal to the grantee and not assignable. In Sinnakarupra v. Karuppuswami (AIR. 1965 Madras 506), Ramachandra Iyer C. J. held: "A contract having thus come into existence on the exercise of the option by the vendor provision of S.23 will apply. Such an option becomes assignable and an assignee of the vendor will be entitled to claim specific performance unless the contract itself prohibits the assignment, or it has been stipulated therein that the benefit of repurchase could be claimed only by the vendor or by any particular person specified therein". 12. The decisions reported in (1916) 3 L W. 435 (Venkateswara Aiyar v. Raman Nambudiri) and (1921 M.W. N. 519 (Narasingerji Gyanagerji v. Panagant Parthasaradhi) definitely support the contention that the contractual rights in the nature of a re-transfer are capable of assignment. Of course the decision reported in (1921) M. W. N. 519 has been reversed by the Privy Council in Narsingerji v. Parthasaradhi (AIR. 1924 P. C. 226) But the reversal was lnot oh the question of the contract being assignable. Their Lordships found that the transaction concerned in the case was in the nature of a mortgage rather than a sale, and that there was no difficulty in treating a mortgage interest as being assignable. In Buckland v. Papillon (1866) 1 Eq. 477, Lord Romilly, M. R. observed: "The option to take a lease is comprised under the words "personal estate and effects, present and future", in the Bankrupt Law Consolidation Act, 1849. Such option passes to the assignees in bankrupts and may be sold by them and assigned to the purchaser, unless the lease is to contain a proviso against alienation." In Manchester Brewery Company v. Coomba (1901) 2 Ch. 608, Farwell, J. held: "The covenant was not personal to B & Co. to run with the land, and that C & Co. 608, Farwell, J. held: "The covenant was not personal to B & Co. to run with the land, and that C & Co. as successors in business of B & Co and owners of the reversion in fee of the hotel were entitled to the benefit of it. It also held that C & Co., as assigns of B & Co. being clearly entitled against A to specific performance of the agreement under which he was in possession of the hotel, could sue him on the covenant in the same manner as they could have done, if B & Co. had actually executed the original agreement." The covenant was in an agreement to the effect'A' would purchase all the beer of B & Co. and their successors in business. The covenant did not mention assigns. Again in County Hotel and Wine Company v. London and North Western Railway (1918) 2 K. B. 251. Mc Cardie, J observed that the option clause in an agreement is assignable. These cases though arise in an agreement are authorities for the proposition that in England, option to purchase as well as contract to sell are capable of assignment. 13. The learned counsel for the appellant referred me to the decision reported in AIR. 1930 Allahabad 101 (Gobardhan v. Raghubir Singh). In this decision it has been held that a right of re-purchase given to specified individuals, namely, the vendor and his lineal male descendants, is not one which can run with the land nor can it enure to the benefit of the legal representative of the vendor. It is no more than a privilege and the property affected by them cannot be considered to be mere security and hence transaction cannot be considered as a mortgage. Further it has been held that where a person has only a personal interest which he cannot assign, his assignee can in no sense be regarded as his representative as to be entitled to obtain specific performance under S 23 (b). The learned counsel has also relied on a passage in Mulla, T. P. Act, 6th Edn. page 365. I quote: "A sale with a condition of re-transfer is not a mortgage, for the relationship of debtor and creditor does not subsist and there is no debt for which the transfer is a security. The learned counsel has also relied on a passage in Mulla, T. P. Act, 6th Edn. page 365. I quote: "A sale with a condition of re-transfer is not a mortgage, for the relationship of debtor and creditor does not subsist and there is no debt for which the transfer is a security. It is not a partial transfer, but a transfer of all rights in the property reserving only a personal right of re-purchase or pre-emption which is lost if not exercised within the stipulated time," The decision reported in AIR. 1930 Allahabad 101 is clearly distinguishable. The decision has been rendered on the peculiar facts of the case. The central distinction to be noted is that it has been specifically stated in the decision itself that the term in the document provided clearly that the right of repurchase is conferred to specified individuals namely the vendor and his lineal male descendants. It is manifest that the contract for repurchase is conditioned by the stipulation that it will enure to the benefit of specified individuals, 14. The decision really depended on the peculiarities of the case and the central question has been decided on the specific difference that the clause provided that the right is exclusive to the vendor and his male descendants A decision which turned on the specific peculiarities cannot serve as a precedent for another decision. It can hardly serve as a rule of guide of conduct. Before we can comprehend the real purpose of the general principles or rule laid down in the decision, we must strip off the peculiarities of the case to which it was applied and must see how the court would have determined the question if its decision had not been modified by these specific differences. In my view the appellant cannot seek support from this decision. 15. Now I return to the facts of the case I have to decide. I have no doubt that an offer or a proposal will not create an enforceable right. It will create an enforceable right only when the offer or proposal is accepted. Here I feel that the parties have gone beyond the stage of proposal and had entered into an enforceable contract. The vendor sold the property for Rs. I have no doubt that an offer or a proposal will not create an enforceable right. It will create an enforceable right only when the offer or proposal is accepted. Here I feel that the parties have gone beyond the stage of proposal and had entered into an enforceable contract. The vendor sold the property for Rs. 309; plus a contract to have the benefit of getting back the property re-conveyed as per the conditions and terms mentioned in the document. 16. In my judgment, the term in the conveyance in question, namely Ext. Al is the contract containing an undertaking on the part of the vendee to reconvey the property for the amount specified in the document if such a demand is made within the time specified in the document. In fact it is clearly discernible that in the contract of sale itself consideration is provided for, the agreement to reconvey the property. It is not stated in the document that the right of re-purchase is given to the vendor as a personal privilege or benefit. The document Ext. Al shows that without any personal restrictive reservation, the vendee agreed to reconvey the property to the vendor on payment of the amount stipulated in the document. There is no personal element involved in this agreement. The only condition is that within the specified period the property has to be purchased by the vendor. 17. What the vendor first plaintiff has assigned to the second plaintiff is the right thus obtained under an executory contract to exercise an option at a certain future date to obtain a re-conveyance of immovable property at a certain price. This assignment is perfectly valid. Assignee would certainly obtain a valid enforceable right-a right which is capable of specific performance. 18. The courts below found that the clause in Ext. Al is a clause by which a contractual right for re-transfer has been given to the vendor and also held that that right is not a personal right given to the vendor. Both the courts have held that the second plaintiff has obtained validly the right reserved in the document of sale, since that right is a transferable contractual right. I see no error in the findings of the courts below. The point is answered against the appellant. 19. Both the courts have held that the second plaintiff has obtained validly the right reserved in the document of sale, since that right is a transferable contractual right. I see no error in the findings of the courts below. The point is answered against the appellant. 19. The second point urged before me by the learned counsel for the appellant is that the suit is premature. He submits that the clause which provides that the option has to be exercised within five years will become operative only after the lapse of five ears. According to him, the provision that the option has to be exercised: would indicate that the purchaser has got the right to be in possession of the property for five years and that the vendor can exercise the option and ask for the sale of the property only after five years. In nay judgment, the term only denotes that within five years the vendor has to offer the price amount and get the sale deed executed by the purchaser under Ext. Al document; otherwise he will lose his right. I see no merit in this contention also. In the result, the appeal fails and it is dismissed. I make no order as to costs. Dismissed.