A. S. Arukulaimuthu (died) v. K. Ramachandran — 1995 DIGILAW 418 (MAD)

Judgment :- AR. LAKSHMANAN, J. 1. The defendants are the appellants in this appeal. The 1st defendant/1st appellant, who is the father of defendants 2 to 5 died during the pendency of the appeal. Appellants 2 to 4 and respondents 2 to 5 were recorded as the legal representatives of deceased 1st defendant/Ist appellant. 2. The above appeal was filed against the judgment and decree in O.S. No. 242 of 1987 on the file of the Subordinate Judge, Poonamallee, dated 1-3-1991. The 1st respondent filed the said suit for specific performance of agreement to sell dated 1-3-1995 relating to the suit property. Apart from other defences, the defendants contended that the plaintiff was never ready and willing to fulfil his obligations and that the time fixed under the agreement was not the essence of the agreement and that therefore, the plaintiff was not entitled to the discretionary relief of specific performance. Apart from that, according to the defendants, the plaintiff was also guilty of delay and laches and in fact, the suit agreement was cancelled by the defendants in the first instance on the ground that the plaintiff has committed breach and that he was not ready and willing. The court below decreed the suit for specific performance. The defeated defendants preferred the present appeal. 3. The 1st defendant purchased the site measuring 4,950 sq. ft. in survey No./28 bearing Door No. 3 Rajaji Road, West Tambaram, from T. Ramaswami Iyengar under the sale deed dated 24-8-1982 and he has been carrying on timber business in the said property. The 1st defendant borrowed a sum of Rs. 20,000/- from the plaintiff on 16-2-1983 for family expenses and business on the security of the abovesaid property. He again borrowed a sum of Rs. 35,000/- on 25-1-1985 from the plaintiff for his family expenses and for the business. The 1st defendant also executed two mortgages in favour of the plaintiff in respect of the property in question and that both the mortgages are still subsisting. The 1st defendant and hissons defendants 2 to 5 have agreed to sell the mortgaged property to the plaintiff who agreed to purchase the same under the agreement of sale dated 1.3.1985 Ex. A.1 for a net sale consideration of Rs. 4,50,00/-, and also received Rs. 50,000/- as advance and part of sale consideration. The 1st defendant and hissons defendants 2 to 5 have agreed to sell the mortgaged property to the plaintiff who agreed to purchase the same under the agreement of sale dated 1.3.1985 Ex. A.1 for a net sale consideration of Rs. 4,50,00/-, and also received Rs. 50,000/- as advance and part of sale consideration. The defendants have agreed to execute and register the sale deed within five months from the date of agreement and the said time, according to plaintiff, is not the essence of the agreement. Though the defendants have agreed to deliver vacant possession of the suit property after obtaining income-tax clearance certificate, they did not do so. 4. According to the plaintiff, on 23.5.1985, the defendants have received a further sum of Rs. 30,000/- under Ex. A.2 as advance and part of sale consideration, which is also duly endorsed on the back of the agreement itself. The plaintiff has always been ready and willing to perform his part of the agreement and that the delay was purely on the part of the defendants. On 1-8-1985, the plaintiff had written a letter to the 1st defendant that he was always ready and willing to pay the balance of sale consideration and called upon the 1st defendant to obtain the income-tax clearance certificate and get ready for the execution and registration of the sale deed. The plaintiff issued another notice on 7-10-86 calling upon the defendants to execute, and register the sale deed after receipt of balance of sale consideration. The defendants sent a reply on 19-10-1986 through their advocate stating that there was a prior agreement in favour of one Mrs. Saravanabhava to sell the property in question for Rs. 7 lakhs and that she has committed breach of the agreement and hence the same was cancelled. It is further stated that the plaintiff approached the defendants to purchase the property for the sale consideration of Rs. 7 lakhs but the plaintiff insisted the defendants to put the agreement of sale only for Rs. 4.50 lakhs and the balance of Rs. 2.50 lakhs must be paid by the plaintiff later. The allegation in the reply notice is totally false. The plaintiff sent a rejoinder on 5-11-1986 setting forth the true and real facts of the case. The defendants wantonly and deliberately evading to execute the sale deed with a view to get some more amount from the plaintiff. 2.50 lakhs must be paid by the plaintiff later. The allegation in the reply notice is totally false. The plaintiff sent a rejoinder on 5-11-1986 setting forth the true and real facts of the case. The defendants wantonly and deliberately evading to execute the sale deed with a view to get some more amount from the plaintiff. Therefore, the plaintiff filed the suit to direct the defendants to execute and register the sale deed in respect of the suit property in favour of the plaintiff or his nominee after receipt of the balance of sale consideration, and if the defendants fail to doso, the Court may be pleased to execute and register the sale deed. 5. Defendants 1 and 2 filed a common written statement. According to them, they entered into an agreement to sell the suit property, to one Smt. Saravanabhava of Tambaram for Rs. 7 lakhs and executed a sale agreement. The said Saravanabhava committed broach of contract. Therefore, the 1st defendant raised a loan of Rs. 35,000/- from the plaintiff on 25-1-1985 and executed a mortgage in his favour. The 1st defendant was taken to the office of Mr. A. Shanmugavel, advocate by the plaintiff. He drafted the mortgage deed and through the said advocate the 1st defendant had sent a notice on 28-1-1985 along with a demand draft for Rs. 35,000/- to the said Saravanabahava. Thus, the sale agreement in favour of Saravanabhava had been cancelled. The defendants have denied that they have agreed to sell the property to the plaintiff for Rs. 4.50 lakhs. According to them, the plaintiff has agreed to purchase the property for Rs. 7 lakhs and paid a sum of Rs. 50,000/- as advance and another sum of Rs. 30,000/- in May 1985. The plaintiff insisted that the agreement should be executed for Rs. 4.50 lakhs and the balance of Rs. 2.50 lakhs would be paid separately. The plaintiff has also drafted a promissory note in a stamp paper and gave a xerox copy of the same to the defendants. It was agreed between the parties that time is the essence of the contract. The conduct of the plaintiff shows that he had abandoned the sale agreement. The plaintiff had no sufficient funds to complete the transaction. The plaintiff was never ready and willing to complete the transaction within the stipulated time. It was agreed between the parties that time is the essence of the contract. The conduct of the plaintiff shows that he had abandoned the sale agreement. The plaintiff had no sufficient funds to complete the transaction. The plaintiff was never ready and willing to complete the transaction within the stipulated time. The plaintiff has filed the suit only with a view to get an unfair advantage and unlawful enrichment. As the plaintiff has committed breach of contract, the suit is liable to be dismissed. 6. On the side of the plaintiff Exs. A.1 to A-13 were marked and on the side of the defendants Exs. B-1 to B.21 were marked. The plaintiff has examined himself as P.W. 1 and one Selvaraj as P.W. 2 On the side of the defendants, 1st defendant examined himself as D.W. 1 and the 2nd defendant as D.W. 2 and one Ravi as D.W. 3, The learned Subordinate Judge, on the basis of the above pleadings framed the necessary issues and on a consideration of the materials placed before him, decreed the suit for specific performance, and after giving credit to the amounts paid already, directed the plaintiff to deposit a sum of Rs. 2,25,160/- in the trial court within three months from the date of the judgment and also permitted the defendants to withdraw the said sum and execute the sale deed in favour of the plaintiff at his expense and in default there of, permitted the plaintiff to take the sale deed from the Court. 7. We have heard the arguments of Mr. N.S. Varadhachari for the appellants and Mr. A. Shanmughavel for the 1st respondent. 8. The property, which is the subject matter of the suit and the agreement Ex. A.1 is of an extent of 4,950 sq. ft. in Door No. 3, Rajaji Street, West Tambaram. The consideration as per the agreement is Rs. 4.50 lakhs. Admittedly, there is an earlier withone Smt. Saravanabhava dated 19-10-1983 for a consideration of Rs. 7 lakhs. The main contention of Mr. N.S. Varadhachari apart from others is, that the plaintiff wanted to take an unfair advantage over the defendants and that decreeing the suit for specific performance will cause great hardship to the defendants whereas its non-performance would involve no such hardship to the plaintiff. Mr. 7 lakhs. The main contention of Mr. N.S. Varadhachari apart from others is, that the plaintiff wanted to take an unfair advantage over the defendants and that decreeing the suit for specific performance will cause great hardship to the defendants whereas its non-performance would involve no such hardship to the plaintiff. Mr. N.S. Varadachari also contended that the time for performance is the essence of the agreement and that the plaintiff was never ready and willing to perform his part of the contract, that he is aware of the previous litigations and that therefore, he is not entitled to the equitable and discretionary relief of specific performance. 9. Much stress was made by Mr. N.S. Varadhachari regarding unfair advantage to the plaintiff and hardship to the defendants. Mr. N.S. Varadhachari invited our attention to section 20(2) (a) and (b) of the Specific Relief Act, which runs as follows: “20(2)(a)- Where the terms of the contract or the conduct of the parties at the time of entering into the contract or the other circumstances under which the contract was entered into are such that the contract, though not voidable, given the plaintiff an unfair advantage over the defendant; or b) Where the performance of the contract would involve some hardship on the defendant which he did not fore-see whereas its non-performance would involve on such hardship on the plaintiff”. 10. Section 20(2)(a) of the Act specifically states that the contract though not voidable, gives the plaintiff and unfair advantage over the defendants. In this case, as pointed out by Mr. N.S. Varadhachari, the plaintiff is aware of the agreement of sale in favour of Mrs. Saravanabhava, admittedly for Rs. 7 lakhs, though a specific mention was not made in the plaint about this. According to Mr. N.S. Varadhachari, the following will show the unfair advantage the plaintiff wants to have over the defendants: a) For cancellation of the agreement with Tmt. D. Saravanabhavananda, the plaintiff took the 1st defendant to his lawyer Mr. A. Shanmughavel and notice under Ex. B.5 was issued by the said advocate for the plaintiff to Tmt. D. Saravanabhavananda cancelling the agreement, and the plaintiff advances money for such cancellation, Citing this instance, Mr. N.S. Varadhachari would contend that the plaintiff is, therefore, well aware of the earlier agreement for Rs. 7 lakhs. b) However, the plaintiff has taken and agreement for Rs. B.5 was issued by the said advocate for the plaintiff to Tmt. D. Saravanabhavananda cancelling the agreement, and the plaintiff advances money for such cancellation, Citing this instance, Mr. N.S. Varadhachari would contend that the plaintiff is, therefore, well aware of the earlier agreement for Rs. 7 lakhs. b) However, the plaintiff has taken and agreement for Rs. 4.50 lakhs only under Ex. A.1. According to Mr. N.S. Varadhachari, there is no reason given anywhere in the plaint or in the course of evidence why the agreement is for a lesser amount. On the other hand, the plaintiff admits in his cross-examination (page 24 of the typed set of select documents) as follows: “Earlier agreement was in 1983. My agreement was one year and four months thereafter. Meanwhile, value of properties is going up is true. Value of properties is always going up. Time was agreed to be the essence of the contract” c) The plaintiff denies the case of the defendants that they agreed to sell to the plaintiff only for the same price and that the plaintiff agreed to execute a promissory note for Rs. 2.50 lakhs covering up the difference between Rs. 7 lakhs and Rs. 4.50 lakhs. Therefore, Mr. N.S. Varadhachari contended that the plaintiff wanted to have an unfair advantage and that he had a scheme to somehow knock down that property for a lower price taking advantage of the impecunious circumstances of the defendants. d) To substantiate the contention in regard to impecunious circumstances of the defendants, Mr. N.S. Varadhachari pointed out the following instances: i) On 16-2-1983 the plaintiff takes a mortgage of the property for Rs. 20,000/- payable with interest at 24% per annum. ii) On 25-1-1985, the plaintiff takes a second mortgage for Rs. 35,000/- payable with interest at 24% per annum. iii) On 1-3-1985, the plaintiff enters into an agreement with the 1st defendant and puts the value in the agreement as Rs. 4.50 lakhs. 11. Mr. N.S. Varadachari invited our attention to the following evidence of P.W. 1 in cross-examination (Page 27 of the typed set of select documents: “The sale has to be completed within a period of five months from the date of agreement; otherwise, I will lose the advance. If within five months the defendant does not obtain income-tax clearance, I can take steps through Court. If within five months the defendant does not obtain income-tax clearance, I can take steps through Court. But, I did not take steps at the expiry of five months. I did not send any reply to Ex. A.5, the notice dated 14-9-1985 issued by Mr. S.K. Bala Subramanian, on behalf of R. Parthasarathi “I did not, make arrangements to pay the money. I have no evidence to show that on the date of the notice I had money. I was confident that the property will not go out of the hands of the defendant. I had complete trust”. 12. Mr. N.S. Varadhachari again invited our attention to page 23 of the typed set of select documents, which relates to the cross-examination of P.W. 1 wherein he admits that be can have mortgage only on the basis of the property and that he had no doubts about the property and that he tried to purchase the property but did not succeed. Even though there was an earlier agreement for Rs. 7 lakhs for the sale of the very same property in question, according to the plaintiff, he never bargained for Rs. 7 lakhs and that he insisted on the sale going through for Rs. 4.50 lakhs only. However, we have no doubt whatever that the state of things that existed clearly show that the property is worth much more or at the worst Rs. 7 lakhs at the relevant point of time. 13. Our attention was drawn to Illustration (d) of Section 14 of the Evidence Act wherein it is clearly stated as follows:— “A thing or state of things which has been shown to be in existence within a period shorter than that within which such things or state of things shall cease to exist, is still in existence”. He drew our attention to a passage occurring at page 1522 of Sarkar on Evidence, 14th Edition, Volume, 2, which runs as follows:— “This illustration is founded on the presumption in favour of continuance or immutability. It is very general presumption founded on the experience of human affairs, that persons, state of mind or things once proved to have existed previously or subsequently in a particular state are to be understood as persisting on continuing in that state until the contrary is established by evidence either direct or circumstantial”. Thus Mr. It is very general presumption founded on the experience of human affairs, that persons, state of mind or things once proved to have existed previously or subsequently in a particular state are to be understood as persisting on continuing in that state until the contrary is established by evidence either direct or circumstantial”. Thus Mr. N.S. Varadhachari contended that the plaintiff wanted to take an unfair advantage over the defendants. 14. In support of the above contention Mr. N.S. Varadhachari cited two decisions. The first decision is reported in A.M. Gandnisan v. Ayyasami ( 1979 (I) M.L.J. 270 ) wherein S. Padmanabhan, J., has indicated the basis of unfair advantage after considering the various authorities and also the text books. On the facts and circumstances of the said case, the learned Judge held that the plaintiff took an unfair advantage and used his position against the defendant to compel him to sell the property to him under the agreement and so, the relief of specific performance cannot be granted to the plaintiff. 15. In the Second decision sited by Mr. N.S. Varadachari, reported in Rangasami Gounder v. Periamuthu Gounder (1977 (I) M.L.J., 231) the expression ‘unfair advantage’ has been discussed, wherein their Lordships T. Ramaprasada Rao and S. Ratnavel Pandian, JJ (as the then were) have hold as follows:— “The expression ‘unfair advantage’ appearing in section 20(2) of the Specific Relief Act is not one of art but is one which is pregnant with meaning. The unfair advantage should be such that on an overall appreciation of the situation the Courts which are to adjudicate upon the subject matter should come to a conclusion that the party which is complaining of such an unfair advantage should have been tricked and that there was a designed approach on the part of the plaintiff to victimise the alleged affected party. In the light of Explanation I to the section, mere inadequacy of consideration is no ground to refuse the discretionary relief of specific performance. There is a mountain of difference between inadeuacy of price and gross inadeuacy of price. Even in cases where the price is grossly inadequate, Courts require an additional does of proof that by reason of such a design on the part of an av aricious purchaser, the vendor has been victimised”. 16. The next decision cited by Mr. There is a mountain of difference between inadeuacy of price and gross inadeuacy of price. Even in cases where the price is grossly inadequate, Courts require an additional does of proof that by reason of such a design on the part of an av aricious purchaser, the vendor has been victimised”. 16. The next decision cited by Mr. N.S. Varadhachari is reported in Parakunnan Veetill, Josephs Son Mathew v. Nedumbara kuruvilas Son & others, A.I.R. 1987, S.C. 2328, wherein the Supreme Court has held as follows: “Section 20 preserves judicial discretion to Court as to decreeing specific performance. The court should meticulously consider all facts and circumstances of the case. The Court is not bound to grant specific performance merely because it is lawful to do so. The motive behind the litigation should also enter into the judicial verdict. The Court should take care to see that it is not used as an instrument of oppression to have an unfair advantage to the plaintiff.” The above decision lays down the principles relating to the motive behind the litigation as well as the application of Section 20 of the Specific Relief Act. Citing the above decisions, Mr. N.S. Varadhachari would contend that the principles laid down in the above cases will equally apply to the facts of the instant case and therefore, decreeing the suit for specific performance will cause great hardship to the defendants whereas there is no hardship to the plaintiff. 17. Mr. N.S. Varadhachari next contended that the defendants have no other property for their business and at present, they are carrying on business in the place in question. According to him, they wanted to start a separate business and in fact, made arrangements for carrying on such business as would be evident from Exs. B.14 to B.21. He would submit that this business could not be effectively started on account of the fact that the plaintiff could not complete the sale within the period of five months. There will be no hardship caused to the plaintiff in any way as he is already carrying on business in the property situated behind the suit property. In any event, the plaintiff advanced moneys for interest initially and then wanted to purchase the property for a lower price. 18. Though the above argument of Mr. There will be no hardship caused to the plaintiff in any way as he is already carrying on business in the property situated behind the suit property. In any event, the plaintiff advanced moneys for interest initially and then wanted to purchase the property for a lower price. 18. Though the above argument of Mr. N.S. Varadhachari appears to be convincing in the first blush, yet, on a consideration of the same on the facts and circumstances of the case and the readiness and willingness of the plaintiff all through, we have no other option except to reject the said contention. In our opinion, the plaintiff was ready and willing to perform his part of the contract. It is true that the agreement is to be completed within a period of five months. It is also equally true that time is the essence of the contract as mentioned in Ex. A.1. However, the 1st defendant has not admittedly produced the income tax clearance certificate without which the sale deed could not be registered at all. No acceptable reason is given by the defendants as to why they did not take steps to have the income tax clearance certificate obtained within a reasonable time. We must also see in this context that the plaintiff, in fact, purchased stamp papers and thereafter, because of the delay, applied for refund of the same. There is no reason to reject the contention of Mr. A. Shanmughavel as to what prompted the plaintiff to purchase the stamp papers and later apply for refund. It may be true that stamp papers were purchased only for Rs. 10,000/- even though the stamps required were nearly for Rs. 50,000/- That will not in any way show that the plaintiff was not ready and willing to purchase the suit property. Purchase of stamp papers for Rs. 10,000/- would, in our view, show that the plaintiff was willing togo through the sale. 19. The pleadings in this case clearly go to show that the plaintiff has expressed his readiness and willingness all through. The plaintiff has clearly stated in the plaint that he was ready andwilling to perform his part of the obligation under the agreement. It is true that the trial court has written a judgment in a brief manner. However, the same is compensated by both sides by arguing the matter as elaborately as possible. The plaintiff has clearly stated in the plaint that he was ready andwilling to perform his part of the obligation under the agreement. It is true that the trial court has written a judgment in a brief manner. However, the same is compensated by both sides by arguing the matter as elaborately as possible. We had been taken through the entire pleadings and of the evidence, both oral and documentary. Mr. N.S. Varadhachari has pointed out the plea of the defendants in paragraph 13 of the written statement wherein it is clearly stated that the plaintiff has filed the suit only with a view to get unlawful enrichment. As such, Mr. N.S. Varadhachari would submit that there is clear pleadings for the proposition of “unfair advantage” for the plaintiff and hardship to the defendants. As pointed out by the Division Bench in 1977 (J) M.L.J. 231, the unfair advantage should be such that on an overall appreciation of the situation, the Courts which are to adjudicate upon the subject matter should come to a conclusion that the party which is complaining of such an unfair advantage should have been tricked and that there was a designed approach on the part of the plain tiff to victimize the alleged affected party. In the instant case, on an overall appreciation of the entire situation. We are not able to come to any conclusion that the party who is complaining of such unfair advantage viz., the defendants herein have been fooled or tricked and that there was a pre-planned approach on the part of the plaintiff to victimise the defendants. The voluminous evidence, both oral and documentary, and an overall appreciation of the same would only drive us to the conclusion other way about. 20. Though a contention was raised in regard to the flasity of the plaintiffs claim, we are unable to accept the said contention that there is any falsity with regard to material particulars in the plaintiffs case which would disentitle him to get a decree for specific performance. Though very may decision were cited by both parties, we are not inclined to go through the same since we feel that the case on hand can be decided on the available materials placed before Court. 21. Mr. Though very may decision were cited by both parties, we are not inclined to go through the same since we feel that the case on hand can be decided on the available materials placed before Court. 21. Mr. N.S. Varadhachari in his concluding remarks contended that decreeing the suit to-day will be an unfair advantage to the plaintiff and hardship to the defendants. We are unable to agree with this contention. The defendants them selves in their memorandum of grounds of appeal filed in This Court in ground No. 6 as an alternative plea contended as follows: “The Court below failed to see that there was an agreement for sale of the property for Rs. 7 lakhs and consequently, the agreement Ex. A.1 relied upon by the plaintiff cannot be enforced without the plaintiff providing for the balance of the agreed consideration as spoken to by the defendants”. 22. Keeping the above ground in mind, we a asked the counsel for the plaintiff 1st respondent to ascertain from the plaintiff whether he is willing to purchase the property for Rs. 7 lakhs and also charge a reasonable rate of interest on the mortgages made by the 1st defendant in favour of the plaintiff. Mr. A. Shanmughavel, learned counsel for the 1st respondent, on as certainment informed the court the the plaintiff is ready and willing to purchase the suit property for Rs. 7 lakhs’ and pay the balance o f Rs. 2.50 lakhs. The learned counsel for the 1st respondent was directed to file a memo of calculation to the said effect and also calculating interest at 24% as per the sale agreement and also at 8%, 15% and 12% per annum. On the next hearing date Mr. A. Shanmughavel himself volunteered and filed another calculation memo charging no interest for the mortageses. Both the calculation memos are extracted below: [omitted - Ed.] 23. Copies of the above calculations were given to the counsel for the appellants and the learned counsel was asked to consult the appellants and report to this Court. On the next adjourned date Mr. A. Shanmughavel himself volunteered and filed another calculation memo charging no interest for the mortageses. Both the calculation memos are extracted below: [omitted - Ed.] 23. Copies of the above calculations were given to the counsel for the appellants and the learned counsel was asked to consult the appellants and report to this Court. On the next adjourned date Mr. N.S. Varadhachari submitted that the defendants are willing to provide a small area of open space to able the plaintiff to reach his land, which is situated behind the suit property, and sell that portion alone but, at the same time, the defendants must be permitted to retain the remaining portion of the suit property since they are actually carrying on business to eke out their in livehood. The plaintiff was not willing for the said course. 24. The contention of Mr. N.S. Varadhachari that the plaintiff all through had an eye on the suit property and therefore has decided to purchase the same some how or other, may be true to some extent but that cannot be a ground to characterise the intention of the plaintiff as a scheme or design to have an unfair advantage over the defendants. As pointed out by this Court and Other High Courts in a number of decisions, the conduct of the parties at the time of entering into the contract is a relevant factor to be considered and also the other circumstances under which the contract was entered into. It may be true that the performance of the contract by the defendants would involve some hardship to them since they may have to part away with the property which they did not fore see. But, in our opinion, the non-performance of the same would involve much hardship on the plaintiff. We see bona fides on the part of the plaintiff of his intention to purchase the property even for an enhanced price. Though the agreement mentions the sale considerations as Rs. 4,50 lakhs, the plaintiff has now come forward to purchase the property for a sum of Rs. 7 lakhs and is even prepared to completely forego and waive interest chargeable on the mortgages. Though the agreement mentions the sale considerations as Rs. 4,50 lakhs, the plaintiff has now come forward to purchase the property for a sum of Rs. 7 lakhs and is even prepared to completely forego and waive interest chargeable on the mortgages. In our opinion such a course, if adopted, would only to be to the fair advantage of the defendants, since, in our view, the defendants have failed to satisfy or convince us an the other points alleged in the grounds of appeal. As stated already, strenuous attempt was made by Mr. N.S. Varadchachari only on the question of the alleged unfair advantage to the plaintiffs. 25. Two decisions cited by Mr. A. Shanmughavel, learned counsel for the 1st respondent/plaintiff can be usefully referred to in this context. The first one is reported in Prakash Chandran v. Angadlal (1979 4) S.C.C. 393). The appellant in that case has entered into an agreement with one Mosinali and Qurban Hussani for sale in his favour of a plot for Rs. 4,000/- The vender, infact, informed the appellant of the pendency of the civil suit between himself and certain others for declaration of title and for possession. The suit was contested by the vender and he plaeaded that the appellant had waived his right under the agreement for sale and had opted for refund of Rs. 3,000/- paid by him. The trial Court refused the relief of specific performance and granted a decree for Rs. 1,000/- by way of damages and for the refund of Rs. 3,000/- paid towards the price of the site. The first appeal was allowed by the learned District Judge, who held that the vender had committed breach of contract and accordingly passed a decree for specific performance and required the appellant to pay the balance of Rs. 1,000/- to the vendor to execute a sale deed in his favour. The vendors filed a second d appeal in the High Court, which was allowed and the decree of the first appellate court was set aside and that of the trial court was restored. The High Court has observed that the appellant by executing the document dated 18-11-1957, permitted the vendors to settle the disputes in civil suit by conveying ownership in the land to respondents 1 and 2 who had succeeded to the interest of Girjashankar. The High Court has observed that the appellant by executing the document dated 18-11-1957, permitted the vendors to settle the disputes in civil suit by conveying ownership in the land to respondents 1 and 2 who had succeeded to the interest of Girjashankar. Since it was a mode of settlement of disputes, it fell within the terms of the document executed by the appellant. The Supreme Court interfered with the finding of the High Court and observed that by the original agreement for sale dated 11-9- 56, the appellant be come entitled to a sale of the land on payment of Rs. 4,000/- and thereafter, he executed the document dated 18-11-1957, which provided for the settlement, etc., while allowing the appeal, the Supreme Court held as follows: “The ordinary rule is that specific performance should be granted. It ought to be denied only when equitable considerations point to its refusal and the circumstances show that damages would constitute and adequate relief. In the present case, the conduct of the appellant has not been such as to disentitle him to the relief of specific performance. Even of a sum has been named in the contract for sale as the amount to be paid in case of breach the appellant is entitled in law to the enforcement for the agreement”. 26. The next decision is reported in Surya Narain Upadhayaya v. Ram Roop Pandy (A.I.R. 1994 S.C. 105). That appeal was filed against the judgment of the Allahabad High court in a Second Appeal. A suit was filed for specific performance of the agreement for a total consideration of Rs. 12,000/- A sum of Rs. 3,000/- was paid as earnest money. The contract was to be executed within a period of one year thereafter. Instead of executing the sale deed in favour of the appellant, the 1st respondent started disposing of the properties and also executed a gift deed in favour of respondents 2 and 3, who in turn have further alienated the property in favour of the 8th respondent and others. The trial court decreed the suit for specific performance and the 1st appellant court confirmed the same. The trial court decreed the suit for specific performance and the 1st appellant court confirmed the same. The High Court in second appeal reversed the judgment and decree and dismissed the suit on the ground that the appellant did not pay sufficient court fee on the dale of presenting the plaint and that the deflicit was not made good for some time thereafter which would show that the appellant bad no capacity to pay the consideration and willing to perform his part of the contract. The Supreme Court allowed the appeal and however, directed the appellant to pay a further sum of Rs. 12,000/- in view of the long lapse of time and appreciation of value of the property. The appellant had also agreed to the said proposal suggested by the Supreme Court. Accordingly, a direction was issued to the appellant to deposit a sum of Rs. 12,000/- in addition to the sum already deposited by the appellant As pointed out by the Supreme Court, discretion of the Court should be exercised reasonable and guided by judicial principles of law 27. Keeping in view the settled principles of law as envisaged in section 20 of the Specific Relief Act, and the readiness and willingness to perform his part of the contract by the plaintiff all through, we direct the 1st respondent/plaintiff to pay a further sum of Rs. 2.50 lakhs to the defendants towards sale consideration. We make it clear that the total sale consideration will be Rs. 7 lakhs instead of Rs. 4.50 lakhs. The two mortgage amounts of Rs. 20,000/- and Rs. 35.000/- and of the advances of Rs. 30,000/- paid by the plaintiff under the sale agreement, in all totalling Rs. 7 lakhs. The balance payable by the plaintiff comes to Rs. 5,65,000-00. This amount shall be paid by the plaintiff/Ist respondent to the heirs of the 1st defendant within one month from to-day. If they refuse to receive the money, the plaintiff is at liberty to deposit the same to the credit of the suit in the trial court within the above stipulated time. 5,65,000-00. This amount shall be paid by the plaintiff/Ist respondent to the heirs of the 1st defendant within one month from to-day. If they refuse to receive the money, the plaintiff is at liberty to deposit the same to the credit of the suit in the trial court within the above stipulated time. On receipt of the said sum, appellants 2 to 4 and respondents 2 to 5 shall execute a sale deed in favour of the plaintiff/1st respondent or his nominee within one month thereafter, failing which the Sub Court, Poonamallee shall execute the sale deed in favour of the plaintiff or his nominee within one month after the expire of the time given to the appellants and respondents 2 to 5 to execute the sale deed. The above direction, in our opinion, will meet the ends of justice and satisfy both parties. It is settled law that specific performance should be denied only when equitable consideration point to its refusal and the circumstances show that damages would constitute an adequate relief. In the present case, the conduct of the plaintiff has not been such as to disentitle him to the relief of specific performance. There is no evidence that the plaintiff secured an unfair advantage when he entered into an agreement with the 1st defendant nor is there anything to show that the performance of the contract would involve the defendants in some hardship which they did not fore-see. In our opinion, there is no reason as to why the plaintiff should not be granted the relief of specific performance, of course, with the modified direction in regard to the sale consideration and of the complete waiver of interest payable on the two mortgages by the defendants. 28. In the result, the appeal is dismissed with the modified directions given above. However, there will be no order as to costs. The Demand Draft will be in the name of the second appellant Mr. A. Rajaram.