Judgment : A. Subbulakshmy, J. 1. These appeals have arisen from the judgment and decree passed in C.S.Nos. 280 of 1981 and 44 of 1985 on the file of this Court. 2. C.S. No. 280 of 1981 was filed by the plaintiff Mrs. Kumudam for specific performance of the contract dated 17. 1979 against the defendant Mrs.Rajam Gopalakrishnan. C.S. No. 44 of 1985 was initially filed in the City Civil Court as O.S. No. of 1980 and was later transferred to this Court for being tried along with C.S. 280 of 1981. That suit was filed by Mrs. Rajam against Mrs. Kumudam (Plaintiff in C.S. No.280 1981 and her husband to deliver back the title deeds relating to the suit property. 3. The case of the plaintiff Mrs. Kumudam in C.S. No. 280 of 1981 is as follows: The defendant Mrs. Rajam Gopalakrishnan is the owner of the property bearing plot No. 187 door No.46, West C.I.T. Nagar, Madras.600 035. She entered into an agreement of sale with the plaintiff on 17. 1979 to sell the suit property for Rs. 2, 05, 000. The plaintiff paid an advance of Rs. 25, 000 to the defendant. Three months time from 17. 1979 was fixed in the agreement for completing the sale transaction and option was given for extension of time by consent for completion of sale. Time for completion was extended till 211. 1979 in order to enable plaintiff to mobilise financial resources. According to the plaintiff, the defendant was not taking steps to complete the sale transaction and deliberately delayed the registration of sale deed even though the plaintiff was ready and willing to perform her part of the contract and had contacted the defendant with draft sale deed for her approval. The plaintiff further states that she asked the defendant to convey the property by delivering vacant possession, and inspite of exchange of notices between the parties and the readiness on the part of the plaintiff to complete the sale transaction, the defendant evaded to conclude the sale and so , the plaintiff had to come forward with the suit for specific performance of the contract. 4. The defendant admits the execution of the agreement of sale and also receipt of the advance amount. 4. The defendant admits the execution of the agreement of sale and also receipt of the advance amount. The defendant contends that she handed over all the original title deeds to the husband of the plaintiff, and as the plaintiff wanted time to mobilise her financial resources, the time was extended till 211. 1979 and even then the plaintiff did not mobilise the financial resources and she did not come forward to perform her part of the contract. The defendant further contends that even though the defendant indicated in her reply notice that she was ready and willing to perform her part of the contract, the plaintiff to her surprise sent a draft sale deed mentioning the sale consideration as Rs. 1, 45, 000 instead of Rs. 2, 05, 000 and as time was the essence of the contract and as the plaintiff failed to perform her part of the contract, the defendant demanded the plaintiff to return the title deeds stating that the defendant was willing to refund the advance amount of Rs.25, 000 and as there was no response from the plaintiff, the defendant had to file the suit in C.S No.44 of 1985 (formerly O.S. No.280 of 1981) for return of the title deeds. So, the defendant contends that the plaintiff is not entitled to the discretionary relief of specific performance of the contract due to the delay and laches on the part of the plaintiff. 5. The defendant also filed additional written statement contending that since the value of the property was going up abnormally, time was made essence of the contract and if the plaintiff had the necessary finance to complete the sale within three months, the defendant would have been in a position to give vacant possession and that because the sale was not concluded within that period, the tenant in the suit property could not be evicted and the plaintiff also did not show her bonafide in depositing the sale consideration in a nationalised bank and because of the action the plaintiff, the defendant is put to great damages. 6. Issues were framed and the learned single Judge decreed the suit in C.S. No. 280 of 1981 for specific performance of the contract and dismissed the suit in C.S. No. 44 of 1985. 6. Issues were framed and the learned single Judge decreed the suit in C.S. No. 280 of 1981 for specific performance of the contract and dismissed the suit in C.S. No. 44 of 1985. The learned single Judge has found that time is not the essence of the contract and the plaintiff was always ready and willing to perform her part of the contract and as per the agreement, the defendant did not evict the tenants and the hand over vacant possession and even after the draft sale deed the defendant did not evince any interest in concluding the part of the defendant and the plaintiff is entitled to specific performance of the contract. 7. Aggrieved by the same, the defendant in C.S. No. 280 of 1981 who is the plaintiff in C.S. No.44 of 1985 has preferred the present original side appeals. .8. For the sake of convenience the plaintiff and the defendant hereinafter referred to are the ones in C.S. No. 280 of 1981. 9. In O.S.A. No. 206 of 1990, the appellant contends that the plaintiff was not ready and willing to perform her part of the contract and she was not having money for completion of the sale and the plaintiff tried for loan with Life Insurance Corporation of India and with one Fatechand and Kilpauk Benefit Society and the loan was not granted and so, it cannot be concluded that the plaintiff was ready and willing to perform her part of the contract and the plaintiff also reduced the sale price from Rs. 2, 05, 000 to Rs. 1, 45, 000 in the draft sale deed and there is inconsistent version of the Plaintiff and the plaintiff has also abandoned the original agreement. The appellant further contends that time was the essence of the contract and the plaintiff having failed to complete the same within the time stipulated in the agreement, she is not entitled to decree for specific performance of the contract, inspite of the assurance given, the plaintiff did not deposit the amount of sale price in any national bank, and so, it has to be concluded that the plaintiff was not ready and willing to perform her part of the contract. 10. In the other appeal, O.S.A. No. 207 of 1990, the appellant (defendant in C.S. 280 of 1981 contends that she is entitled for return of the documents. 11. 10. In the other appeal, O.S.A. No. 207 of 1990, the appellant (defendant in C.S. 280 of 1981 contends that she is entitled for return of the documents. 11. The points that arise for consideration in these appeals are as to whether time was the essence of the contract; as to whether the plaintiff was ready and willing to perform her part of the contract and as to whether the plaintiff was incapable of performing her part by reason of incapacity to fund the purchase of the suit property. .12. The appellant contends that time was the essence of the contract and the sale ought to have been concluded within the extended period under Ex.P.2. Ex.P.1 agreement of sale was executed between the plaintiff and the defendant on 17. 1979 in respect of the suit property to sell the same for a consideration of Rs.2, 05000. A sum of Rs.25, 000 was paid as advance by the plaintiff to the defendant on the same day. Three months, time was fixed in Ex.P.1 for completion of the sale. Again, the period for completion of sale was extended by 45 days i.e., from 119. 1979 to 211. 1979 by mutual agreement between the parties under Ex.P.2. The sale was not completed till 211. 1979. For the notice sent by the plaintiff under Ex.P.3 dated 12. 1979 calling upon the defendant to approve the draft sale deed, and register the document after receiving the balance of sale consideration, the defendant has sent reply under Ex.P.5 stating that the defendant is prepared to sell the property without vacant possession as she is unable to get vacant possession. So, the conduct of the defendant as evidenced by Ex.P.5 is to the effect that the parties were willing for extension of time and there was no mutual understanding between the parties that time was made essence of the contract. The agreement is with regard to sale of immovable property. So, the principle, time is the essence of the contract is not normally applicable. Further, there is no recital in Ex.P.1 agreement that time is the essence of contract. Clause 5 of the Ex.P.1 recites that the sale should be completed within a period of three months from the date thereof unless otherwise agreed upon in writing. So, the principle, time is the essence of the contract is not normally applicable. Further, there is no recital in Ex.P.1 agreement that time is the essence of contract. Clause 5 of the Ex.P.1 recites that the sale should be completed within a period of three months from the date thereof unless otherwise agreed upon in writing. Clause 3 of Ex.P.1 states that the vendor shall deliver vacant possession of the suit property on or before the date of registration of the sale deed. Clause 6 of Ex.P.1 states that the vendor shall discharge the mortgage in favour of South Madras Co-operative Housing Society. The defendant who has received the advance amount of Rs.25, 000 from the plaintiff has discharged that mortgage. She got back the original mortgage deed document Ex.P.12 on 110. 1979 with the endorsement of discharge dated 110. 1979. .13. The counsel for the respondent submitted that even though the advance amount was given on 17. 1979, the appellant did not discharge that mortgage immediately and it was discharged after a period of three months. The counsel for appellant submitted that the amount for discharge of the mortgage was paid immediately after receipt of the advance amount, but, the document was got back at a later point of time. To substantiate that contention, the appellant has come forward with the petition C.M.P. No. 9743 of 1998 in O.A. No. 206 of 1990 for reception of additional documents. viz., Loan pass book issued by the Cooperative Society, Receipt issued by the society dated 17. 1979 and challan for the payment of Rs.25, 000 to the credit of C.S. No. 44 of 1985 to mark these documents as Exs. D.5 to D.7 in C.S. No. 280 of 1981. Counsel for the respondents has no objection for marking these documents. Further, these documents are relevant for the purpose of this case to prove time of repayment of loan to the society and the deposit of the amount of advance in this court by the appellant. These documents are received and marked as Exs. D.5 to D.7. Ex.D.5 loan pass book proves that on 17. 1979 the loan due to Madras Co-operative Mortgage society was cleared in respect of the loan A/c. No. L/X33/74-75 Ex.D.6 receipts prove that the amount due to the Co-operative society was paid on 17. 1979. But, the documents were handed over to the defendant on 110. D.5 to D.7. Ex.D.5 loan pass book proves that on 17. 1979 the loan due to Madras Co-operative Mortgage society was cleared in respect of the loan A/c. No. L/X33/74-75 Ex.D.6 receipts prove that the amount due to the Co-operative society was paid on 17. 1979. But, the documents were handed over to the defendant on 110. 1997 on which date only the defendant has handed over the title deeds to the plaintiff. As per clause 4 of Ex.P.1, the vendor shall produce the title deeds relating to the suit property for scrutiny. Only after expiry of three months, mentioned in Ex.P.1, the defendant has handed over the title deeds to the plaintiff. 14. Mr. G. Subramaniam, learned senior counsel for the appellant submitted that time was made essence of the contract. There is no stipulation in EX.P.1 that time is the essence of the contract. Counsel relied on the decision of the Division Bench of this court in Chokkalingam, S v. R.B.S. Mani and 5 others, 1994 (1) LW 321 , wherein it was observed that: "No doubt, ordinarily in contracts relating to immovable property, time is not the essence of the contract. But, in the facts and circumstances of each case, the court can come to a conclusion that in a particular case, time has been made the essence of the contract. In the present case, we hold that though initially the respondents were willing to extend the time as requested by the appellant, they have made it clear to him unequivocally that he should complete the transaction before a particular date. In fact, the appellant himself has assured the respondents that in case of default, they were free to seek other purchasers. Hence, in this case we hold that the appellant is not entitled to claim the relief of specific performance as he has not come to court within the time. We have also pointed out that the suit has been filed long after the appellant was informed of the sale in favour of the respondents 3 and 4. There is absolutely no explanation on record as to why the appellant was keeping quiet for such a long time." The counsel for the appellant relying on this decision contended that time is the essence of the contract. There is absolutely no explanation on record as to why the appellant was keeping quiet for such a long time." The counsel for the appellant relying on this decision contended that time is the essence of the contract. But, in the instant case, the condition stipulated in Ex.P.1 were not properly complied with by both the parties and they were dragging on the matter. In the decision cited above, even though the respondents were willing to extend the time requested by the appellant they made it clear that the transaction should be completed before a particular date and the appellant himself had assured the respondents that in case of default, they were free to seek other purchasers and the suit itself was filed long after the appellant was informed of the sale in favour of respondents 3 and 4 and so, it was held that the appellant was not entitled to claim the relief of specific performance. In the instant case, the plaintiff herself has initiated action by sending Ex.P.3 notice dated 12. 1979 and the defendant was also agreeable to conclude the sale transaction and she was prepared to sell the suit property by issuing Ex.P.5 reply notice dated 1. 1980. So, it cannot be stated that time is the essence of the contract. 15. In Palanchami v. G. Pillai, AIR 1966 Mad. 46 , it has been held that "neither the language of the agreement nor the subject matter thereof warranted a finding that time was their essence. The principles that governed interpretation of agreements to sell immovable property in the context of whether time was of essence were that equity would look not at the letter but the substance of the transaction in ascertaining the intention of the parties to the agreement, and that notwithstanding an express stipulation for execution of sale within a specified time, it would, in substance regard the intention of the parties as that performance should be within a reasonable time. The equity would further infer an intention that time should be of the essence from what has passed between the parties prior to the signing of the contract. AIR 1915 PC 83 and AIR 1950 EP 278 and 1867 3 Ch A 61 followed. AIR 1964 Punj. 375 Disting. The equity would further infer an intention that time should be of the essence from what has passed between the parties prior to the signing of the contract. AIR 1915 PC 83 and AIR 1950 EP 278 and 1867 3 Ch A 61 followed. AIR 1964 Punj. 375 Disting. The presumption that time was not of the essence of an agreement to sell immovable property, was not displaced either by the stipulation in the second and third agreement of a particular time before which execution of sale was contemplated, or by the default clause in any of them. That the parties did not think it necessary to stipulate any time for performance was clear from their conduct at the time of the oral agreement. It was true that each of the two succeeding agreements in writing stipulated time; but the fact that the time was extended more than once also showed that the parties did not stick to the time and regarded the same as the essence of the contract. There was also nothing in the language used in the agreements that displaced the presumption against time being of the essence." The subsequent extension of time by mutual consent between the parties and the conduct of the parties for concluding the sale transaction even after the expiry of the extended period show that the plaintiff and the defendant did not stick to the time and regarded it as the essence of the contract. Under the agreement Ex.P1, defendant was required to give vacant possession of the property, the property being tenanted at the time of agreement. The defendant was unable to secure vacant possession and asked the plaintiff to proceed with the purchase despite the fact that plaintiff would not have vacant possession. Plaintiff agreed and was willing to buy the tenanted property. The correspondence Exs. P.3, P.4 and P.5 clearly show that even after the expiry of the extended period, parties did not regard time for performance as having expired. Taking all these aspects into consideration and on a careful analysis of Ex.P1, we have no hesitation to come to the conclusion that time is not the essence of the contract. 16. The next point to be considered is with regard to readiness and willingness to perform the contract. Taking all these aspects into consideration and on a careful analysis of Ex.P1, we have no hesitation to come to the conclusion that time is not the essence of the contract. 16. The next point to be considered is with regard to readiness and willingness to perform the contract. This can be considered along with the other point as to whether plaintiff was not in a position to mobilise the necessary funds. The counsel for the appellant submitted that the plaintiff was not at all ready and willing to perform her part of the contract and she was not in a position to mobilise funds for completing the sale transaction and there are laches on the part of the plaintiff and so, the plaintiff is not entitled to specific performance of the contract. The counsel for the appellant in effect argued that the plaintiff did not have the financial capacity to complete the sale transaction and she had to depend upon L.I.C. and Kilpauk Benefit Fund Society and so, the plaintiff was not ready and willing to perform the contract. He further argued that the plaintiff had the intention to mortgage the title deeds and get loan for payment to conclude the sale transaction and this amounts to variation of the contract under Ex.P1. He submitted that the plaintiff had approached one Fatechand for obtaining loan for completing the sale and so, there was no readiness on the part of the plaintiff to complete the sale transaction. 17. Mr.G. Rajan, learned counsel for the respondent submitted that the plaintiff was having the money to conclude the sale transaction and the plaintiff had also sent the draft sale deed and only the defendant did not come forward to complete the sale transaction by approving the sale deed and also by evicting the tenants and handing over vacant possession of the property to the plaintiff as stipulated under Ex.P.1. 18. Ex.P.3 notice dated 12. 1979 was issued by the plaintiff to the defendant calling upon her to approve the sale deed and register the document after receiving the balance of sale consideration. The defendant has sent reply under Ex.P.5 dated 1. 1980 stating that the plaintiff could not mobilise the financial resources and the sale deed was not drafted and sent for approval and the defendant was always ready and willing to perform her part of the contract. The defendant has sent reply under Ex.P.5 dated 1. 1980 stating that the plaintiff could not mobilise the financial resources and the sale deed was not drafted and sent for approval and the defendant was always ready and willing to perform her part of the contract. She has further stated therein that if the plaintiff is prepared to purchase the property without vacant possession, she can show her bonafide by depositing the entire sale consideration in any of the nationalised bank and produce the bank pass book for his clients perusal and satisfaction. The counsel for the appellant pointed out that as stated in Ex.P.5 the plaintiff did not act she did not deposit the balance of sale consideration in any nationalised bank and produce the pass book for his clients perusal and satisfaction and so, it cannot be stated that the plaintiff was always ready and willing to perform her part of the contract. The plaintiff again issued notice under Ex.P.6 stating that the defendant mortgaged the property to South Madras Co- operative Housing Society Limited and it took a lot of time to get the return of the documents from them and stating that the defendant should also evict the tenants and hand over vacant possession and the plaintiff is willing to get the sale deed executed by the defendant gives vacant possession even on that day and the plaintiff is not responsible for the delay. It is also stated in Ex.P.6 that the plaintiff has sent a draft sale deed and she is prepared to purchase the property. The plaintiff’s counsel also wrote a letter on 20.2.1980 under Ex.P.7 enclosing a draft sale deed in respect of the suit property to get approval of the defendant and her husband and to send it to him so as to engross it on stamp paper. Sending draft sale deed for approval of the plaintiff was willing to perform her part of the contract and she was also prepared with all the financial assistances. In Ex.P.8 draft sale deed, the sale consideration is mentioned as Rs. 1, 45, 000. An objection was taken on the side of the defendant that the plaintiff has gone back with the agreement and has come forward with the draft sale deed for a lesser consideration and this also forms a ground to negative the claim of the plaintiff. In Ex.P.8 draft sale deed, the sale consideration is mentioned as Rs. 1, 45, 000. An objection was taken on the side of the defendant that the plaintiff has gone back with the agreement and has come forward with the draft sale deed for a lesser consideration and this also forms a ground to negative the claim of the plaintiff. Of course, under Ex.P.8 the defendant has mentioned the sale consideration as against the agreement Ex.P.1. The explanation given by the plaintiff is that consideration has been put thus only at the instance of and for the convenience of the defendant with regard to capital gains. The plaintiff states that she has already sent the draft sale deed along with her letter dated 12. 1979 by stating the agreed sale consideration of Rs.2, 05, 000. The defendant denies the receipt of the sale deed under Ex.P.4 which was sent along with Ex.P.3. In Ex.P.3, there is a clear recital about the draft sale deed and the defendant was called upon to execute the sale deed after receiving the balance of sale consideration and deliver vacant possession of the property. The payment of the sale consideration is also recited in Ex.P.4 draft sale deed. Exs.P3 and P4 prove that the plaintiff has sent draft sale deed Ex.P4 along with Ex.P.3 stating that the plaintiff was ready with money and was prepared to perform her part of the contract. The defendant had not taken any steps to approve the sale deed and to conclude the sale transaction. Even though the defendant denied the receipt of Ex.P.4, the defendant having admittedly received Ex.P.3 and P.4 also contains recital with regard to the enclosing of draft sale deed, the draft sale deed must have been sent along with Ex.P.3 notice and the defendant having not denied specifically in Ex.P.5 with regard to the enclosure of the sale deed along with Ex.P.3, goes to establish that the plaintiff has sent the draft sale deed Ex.P.4 along with Ex.P.3. Sending of the draft sale deed by the plaintiff and also expressing her desire in the sale deed to conclude the sale transaction and also payment of part of the consideration goes to establish that the plaintiff was always ready and willing to perform her part of the contract. 19. Sending of the draft sale deed by the plaintiff and also expressing her desire in the sale deed to conclude the sale transaction and also payment of part of the consideration goes to establish that the plaintiff was always ready and willing to perform her part of the contract. 19. The counsel for the appellant submitted that the plaintiff had approached L.I.C, and Kilpauk Benefit Fund Society to get loan for concluding the sale transaction and so, there was no readiness on the part of the plaintiff. 20. PW 1s evidence is that he approached Kilpauk Benefit Fund Society for loan but it was in connection with his business and not for paying the balance of sale consideration and he also did not take any loan from Fatechand for completing the sale transaction. Even with regard to the letter to the L.I.C. Ex.D.4, PW 1 states that was also in connection with his business matter and not for completing the sale transaction. Ex.D.4 letter relates to the extension of period for concluding the sale transaction upto 211. 1979. Relying upon Ex.D.4, the counsel for the appellant submitted that letter was in connection with the loan from L.I.C. and if the loan has to be obtained by means of these title deeds, the plaintiff cannot seek to enforce the right of specific performance of the contract. He has relied upon the decision in P.C. Martin v. Jambagalakshmi Krishnan, 1995 (1) LW. 1997, wherein it is held that, "Plaintiff seeking defendants (vendors) title deeds to raise loan, shows clearly that he had no source to pay balance of sale consideration..." From Ex.D.4 letter itself it cannot be stated that the plaintiff was going to raise loan only for the purpose of completing the sale transaction. The evidence of PW 1 shows that the plaintiff is a lady of means and got properties worth several lakhs and her husband is also doing business. So, basing on Ex.D.4, the plaintiff cannot be denied the relief of specific performance of the contract when there is ample evidence on the side of the plaintiff to prove that she was always ready and willing to perform her part of the contract. 21. So, basing on Ex.D.4, the plaintiff cannot be denied the relief of specific performance of the contract when there is ample evidence on the side of the plaintiff to prove that she was always ready and willing to perform her part of the contract. 21. Further, the recital in Ex.P.4 is with regard to the balance of sale consideration to be paid by the vendee to the vendor, i.e., a sum of Rs.1, 00.000 will be paid by the Kilpauk Benefit Fund Society on behalf of the purchaser at the time of registration of the document before the Sub-registrar and Rs.80, 000 will be paid by the purchaser to the vendor at the time of registration. The counsel for the appellant submitted that the plaintiff was not having sufficient means for payment of the sale consideration and the plaintiff had to borrow the money from the Kilpauk Benefit Fund and so, it cannot be stated that the plaintiff was always ready and willing to perform her part of the contract. In Ex.P.8 draft sale deed, it is mentioned that a sum of Rs. 25, 000 has been paid advance for the purpose of discharging the mortgage debt in favour of South Madras Co- operative Housing Society Limited and a sum of Rs. 1, 20, 000 will be paid by the purchaser to the vendor before the Sub-Registrar at the time of registration of the document. The counsel for the appellant drew our attention to the variation in the sale consideration in Ex.P.8 from Ex.P.1 and pointed out that out of the consideration Rs. 1, 20, 000 a sum of Rs. 1, 00, 000 will be paid by the Kilpauk Benefit Fund Society and Rs.20, 000 will be paid by the plaintiff at the time of registration of the document and so, the plaintiff has not come with clean hands. In Ex.P.8 it is specifically recited that a sum of Rs. 1, 20, 000 will be paid by the purchaser to the vendor before the Sub-Registrar at the time of registration of the document. In Ex.P.10 notice, the plaintiff has called upon the defendant to execute the sale deed for Rs.2, 05, 000 and has stated that the plaintiff is prepared to pay entire sale consideration and obtain the sale deed. No recital is found in Ex.P.10 with regard to payment of any amount by the Kilpauk Benefit Fund Society. In Ex.P.10 notice, the plaintiff has called upon the defendant to execute the sale deed for Rs.2, 05, 000 and has stated that the plaintiff is prepared to pay entire sale consideration and obtain the sale deed. No recital is found in Ex.P.10 with regard to payment of any amount by the Kilpauk Benefit Fund Society. The defendant has received Ex.D.2 and this document clearly reveals that the plaintiff was ready with cash of Rs. 1, 20, 000 to pay the defendant towards the balance of sale consideration and there was no obligation on her part to approach the Kilpauk Benefit Fund Society for payment of the consideration. 22. A perusal of Ex.P.10 goes to establish that the plaintiff was prepared to pay the balance amount of Rs. 1, 80, 000 and conclude the sale transaction. The plaintiff has already paid an advance of Rs.25, 000 at the time of executing Ex.P.1 and with that amount only, the defendant has discharged the mortgage debt with Land Mortgage Housing Society and the defendant was able to get the title deeds on 110. 1979 and hand over the same to the plaintiff on 110. 1979. Even after the discharge of the mortgage, as evidenced by Exs.D.5 and D.6 the plaintiff was able to get the documents only on 110. 1979 from the defendant. So, there are laches on the part of the defendant in handing over title deeds to the plaintiff for scrutinising. Only after expiry of the period under Ex.P.1 the defendant had chosen to hand over the title deeds to the plaintiff. A perusal of the entire evidence goes to show that the plaintiff was having sufficient means and she was ready to pay the sale consideration and complete the sale transaction. Having parted with Rs.25, 000 as advance, the plaintiff was interested in completing the sale transaction and only with that idea, she issued notice Ex.P.3 and she also sent draft sale deed Ex.P.4. Counsel for the appellant relies upon the wording in Ex.P.2 and submitted that time was extended till 211. 1979 for the plaintiff to mobilise her finance resources and since she could not do so, she was not ready to perform her part of the contract. Immediately after the expiry of time under Ex.P.2, the plaintiff sent Ex.P.3 along with the draft sale deed Ex.P.4 calling upon the defendant to execute the sale deed. 1979 for the plaintiff to mobilise her finance resources and since she could not do so, she was not ready to perform her part of the contract. Immediately after the expiry of time under Ex.P.2, the plaintiff sent Ex.P.3 along with the draft sale deed Ex.P.4 calling upon the defendant to execute the sale deed. All these documents go to establish that the plaintiff was very much interested in concluding the sale transaction after having parted with such huge amount. 23. Counsel for the appellant relying upon the decision in M.P. Thirugnanam v. R. Jangan Mohan Rao, AIR 1996 SC 116 , submitted that the plaintiff has not proved her readiness of depositing the amount into bank. The Apex Court has held in the above said decision that: "Where the plaintiff neither deposited the amount of sale consideration nor furnished the bank guarantee as per the direction of the trial court and he was never ready with either money or resources to fulfil his part of contract, the dismissal of suit on finding of facts that plaintiff was not ready and willing to perform his part of contract was justified." In the instant case, even though the plaintiff states in her evidence that she has not filed any document in court to prove her financial ability to conclude the sale transaction the conduct of the plaintiff by sending notice to the defendant to complete the sale transaction and also sending of draft sale deed for approval and other attending circumstances viz., with regard to the payment of consideration mentioned in the draft sale deed, establish the readiness and willingness on the part of the plaintiff to conclude the sale transaction. The amount has admittedly been deposited after the suit was decreed. During the pendency of the suit the court had not directed the plaintiff to deposit the money or furnish a bank guarantee. 24. In the case of a Easwari Amma v. M.K. Morah, 1972 (1) MLJ 218 , it was held that in a suit for specific performance, the plaintiff must ever that he was ready and willing to perform his part of the contract and the purchaser need not necessarily produce the money. In Nathulal v. Poolchand AIR 1970 SC 546 , the Apex Court has held that to show readiness and willingness, the purchase need not produce money or vouch a concluded scheme for financing the transaction. In Nathulal v. Poolchand AIR 1970 SC 546 , the Apex Court has held that to show readiness and willingness, the purchase need not produce money or vouch a concluded scheme for financing the transaction. A Division Bench of this Court, in Kandaswamy Mudaliar v. Munuswamy Udayar, 197 4 (II) MLJ 62, has held that, it is not essential that the plaintiff should have money ready in contracts where time is not the essence but should always stand by and be ready and willing to perform his part of the contract. In the case Raj Rani Bhasin v. S. Kartar Singh, AIR 1975 Del.137, it was observed that: "A distinction may be drawn between the readiness to perform the contract and willingness to perform the contract and while by readiness may be meant, the capacity of the plaintiff to perform the contract which includes his financial ability to pay the purchaser price but for determining his willingness to perform his part of the contract his conduct has to be properly scrutinised." The Apex Court has laid down Sukbhir Singh and others v. Brij Pal Singh and others, 1996 (II) CTC 295 : JT 1996 (6) SC 389 that it is not a condition that the respondent should have ready cash with him, but, it is sufficient for the respondent to establish that he has the capacity to pay the sale consideration. In the case of R.C. Chandiol v. Chuni Lal, 1971 (2) SCR 573 , it was held that readiness and willingness must be determined from the entirety of the facts and circumstances relating to the intention and conduct of the party concerned. 25. In the instant case, the plaintiff has sufficiently shown that she has always been ready and willing to perform her part of the contract. Readiness and willingness on the part of the plaintiff has been established in this case. .26. The counsel for the appellant pointed out that there was failure on the part of the defendant to get the tenants evicted from the suit property and to deliver vacant possession of the property to the plaintiff before the date of registration of the sale deed. As per Ex.P.1 the defendant was duty bound to evict the tenants and deliver vacant possession on the date of registration of the sale deed. As per Ex.P.1 the defendant was duty bound to evict the tenants and deliver vacant possession on the date of registration of the sale deed. Of course, the defendant states that she was keeping one portion vacant by evicting one of the tenants, but she states that as there was delay in completing the sale transaction the other defendants did not vacate the premises. That cannot be a ground for the defendant to state that since the other defendants did not vacate the premises, she could not get vacant possession. As per the terms of the agreement, the defendant has to evict the tenants and hand over vacant possession on the date of the registration of the sale deed. The defendant was under obligation to give vacant possession of the suit property by evicting the tenants. She did not take any steps to evict the tenants and she also did not evince any interest by issuing notice to the other tenants for eviction. There was no action at all on the part of the defendant to get vacant possession of the suit property and keep it ready for deliver to the plaintiff at the time of registration. The in action on the part of the defendant in not taking effective steps to get the tenants evicted from the suit property clearly goes to establish that the defendant was not sincere in performing her part of the contract. The eviction of the tenants by the defendant is an important factor and special attention ought to have been given with regard to handing over vacant possession to the buyer. In the absence of delivery of vacant possession to the buyer, the defendant is not expected to state that he was always ready and willing to perform her part of the contract and only the plaintiff was delaying that matter. The plaintiff has been demanding the performance of the contract by issuing notices Exs.P.3 and P.6. Inspite of such demand by the plaintiff, the defendant did not evince any interest in evicting the tenants. Even in Ex.P.6 notice the plaintiff has stated that she is prepared to purchase the property for the amount agreed, provided, the defendant give vacant possession of the property or the defendant gives attornment from the tenants in favour of the plaintiff. Inspite of such demand by the plaintiff, the defendant did not evince any interest in evicting the tenants. Even in Ex.P.6 notice the plaintiff has stated that she is prepared to purchase the property for the amount agreed, provided, the defendant give vacant possession of the property or the defendant gives attornment from the tenants in favour of the plaintiff. So, the plaintiff was also very lenient and she went to the extent of taking attornment of tenants in her favour when the other tenants were not evicted. The conduct of the plaintiff in this aspect also strengthens the case of the plaintiff that she was very much interested in concluding the sale transaction. The defendant appears to have not responded even to the offer made by the plaintiff in that aspect and there was lack of bona fide on the part of the defendant. It is very clear that even though the plaintiff was willing to purchase the property with attornment of tenancy in her favour, the defendant was not prepared to conclude the sale transaction and she was not interested in proceeding with the matter to conclude the sale transaction. Readiness of the plaintiff has to be attributed to the various factors and circumstances involved in the case. The evidence on the side of the plaintiff and the documents go to establish that the plaintiff was always ready and willing to perform her part of the contract and there was default only on the apart of the defendant. .27. The counsel for the appellant submitted that in the draft sale deed sent by the plaintiff, the sale price was stated as Rs. 1, 45, 000 instead of Rs.2, 05, 000 and by sending the said draft sale deed, she has abandoned the original contract entered into under Ex.P.1 and this also amounts to novation. For this, the defendant relied on Ex.D.2 draft sale deed received by her from the plaintiff along with the letter Ex.D.1 dated 20.2.1980 and states that Ex.D.2 is not the true copy of the draft sale deed sent by the plaintiff’s counsel along with the letter and there is difference between these two draft sale deeds. The learned single Judge has found that there is, of course, no change between these two sale deeds, as the sale price has been mentioned as Rs. 1, 45, 000. The learned single Judge has found that there is, of course, no change between these two sale deeds, as the sale price has been mentioned as Rs. 1, 45, 000. Subsequent to Exs.D1 and D.2 the plaintiff has sent Ex.P.10 stating that the sale consideration of Rs.1, 45, 000 was to be mentioned only to suit the defendants convenience and the plaintiff is prepared to pay the entire sale consideration and execute the sale deed. In Ex.P. 10, it is recited that after exchange of correspondence between the defendant and the plaintiff, the defendant wanted that the sale price to be mentioned as Rs.1, 45, 000 because she has to pay heavy capital gains etc. and that is why that amount was specified to suit the convenience of the defendant. The explanation offeredby the plaintiff in Ex.P. 10 goes to establish that there was exchange of correspondence between the plaintiff and the defendant and only the defendant wanted the sale price to be put as Rs.1, 45, 000 because she had to pay heavy capital gains. The explanation offered by the plaintiff appears to be an acceptable one. The learned single Judge also found that the explanation must be true as it came into existence immediately after the objection raised by the defendant on 13. 1980 under Ex.P.9. It is significant to note that the plaintiff has not stuck to the sale price of Rs. 1, 45, 000 and the plaintiff was prepared to purchase the property for Rs.2, 05, 000. Even in the draft sale deed sent along with the notice Ex.P.3, the plaintiff has mentioned the sale price as Rs.2, 05, 000 payment of consideration of Rs.2, 05, 000 has also been mentioned in the draft sale deed Ex.P.4 Even in Ex.P.10 notice she has specifically stated that she was prepared to complete the sale transaction for Rs.2, 05, 000 by paying the entire sale consideration. All these things go to establish that the plaintiff was prepared to execute the sale deed for Rs.2.05, 000 as agreed in the agreement Ex.P1, less the advance of Rs, 25, 000. 28. All these things go to establish that the plaintiff was prepared to execute the sale deed for Rs.2.05, 000 as agreed in the agreement Ex.P1, less the advance of Rs, 25, 000. 28. Taking into consideration the explanation offered by the plaintiff with regard to quoting of lesser price in the draft sale deed Ex.D.2, the mentioning of such a lesser price will not amount to novation and it cannot also be stated that there was abandonment of contract by the plaintiff and there was substitution of new contract. The question with regard to substituting a new contract in the place of original contract has been considered by a Division Bench of this Court in Sakku Bai Ammal v. Vedhavalli etc, 1994 (1) L.W. 222 , wherein it has been held that, "in the present case, the parties have agreed to substitute a new contract for the original contract. The original contract was with reference to a particular property and it was for execution of a sale deed for that property in favour of the plaintiff. The new contract is with reference to two different portions of the property and the sale deeds are to be executed for two different persons. Hence the new contract has substituted the old contract, and there is no question of enforcing the original contract. In the present case, the plaintiff has sought for specific performance of the old contract with reference to the entire property by a direction to execute the sale deed in her favour alone, such a direction cannot be granted. The view taken by the court below that the court was not in a position to grant a decree for execution of the two sale deeds is correct. The plaintiff is not entitled to the discretionary relief of specific performance. There is no jurisdiction for exercising the discretion in favour of the plaintiff, particularly, when the plaintiff has been granted the alternate relief of damages by the trial Court." For substitution and novation, there must be substitution of new contract in the place of the original contract. In the decision cited, the original contract was with reference to a particular property and the new contract was with reference to two different portions of a property and so, it was held that new contract substituted the old contract. No such new contract has emerged in the instant case. In the decision cited, the original contract was with reference to a particular property and the new contract was with reference to two different portions of a property and so, it was held that new contract substituted the old contract. No such new contract has emerged in the instant case. Ex.P1 agreement holds good as it is. Only in the draft sent by the plaintiff to the defendant, the plaintiff has mentioned a lesser price than the price agreed under Ex.P1. Even for stating such a lesser price, there is proper explanation offered by the plaintiff as evidenced by Ex.P10, Further, the plaintiff has not stopped there. She has sent further communication to the defendant agreeing to purchase the property for the price agreed upon under Ex.P1. It appears from Ex.P10 that the plaintiff mentioned that lesser price only at the instance of the defendant to suit her convenience with regard to capital gains. There is no new contract created, by the plaintiff. Merely quoting lesser price in the draft sale deed sent by the plaintiff will not amount to novation and in as much as the plaintiff has agreed to conclude the sale transaction by paying entire sale consideration as agreed under Ex.P.1 by sending notice to that effect and has sent the draft sale deed Ex.P.4 for the entire sale consideration of Rs.2, 05, 000 by no stretch of imagination, it can be stated that there was novation or substitution of contract. The plaintiff wants to enforce the specific performance of the contract only on the strength of Ex.P.1 for the same sale consideration as stated in Ex.P.1. The various steps taken by the plaintiff viz., issuing of notices to the defendant calling upon her to execute the sale deed and also sending of draft sale deed for approval, clearly establishes that there was no abandonment of contract. So, it can be safely concluded that no new contract has emerged and there is also no novation or substitution of contract, and there is also no abandonment of contract. The argument of the counsel for the appellant with regard to the theory of novation and abandonment of contract does not hold good. 29. The relief of specific performance is an equitable one. The argument of the counsel for the appellant with regard to the theory of novation and abandonment of contract does not hold good. 29. The relief of specific performance is an equitable one. It is a well settled law that no one can claim this equitable relief as a matter of right nor the court would grant it as a matter of course. Section 20 Specific Relief Act has laid down that, "The jurisdiction to decree specific performance is discretionary, and the court is not bound to grant such relief merely because it is lawful to do so; but the discretion of the court is not arbitrary but sound and reasonable guided by judicial principles...." .30. The counsel for the appellant pointed out that there was delay in institution of the suit for specific performance of the contract to sell the property as the plaintiff had come forward with the suit in the year 1981 for the agreement of the year 1979. The plaintiff has been demanding performance by the defendant by sending notices and sending draft sale deeds. Only the defendant protracted those proceedings. Even though the advance amount of Rs. 25, 000 was paid on the date of agreement in 1979 and that amount was also utilised for discharge of the mortgage debts, the documents were got back by the defendant only on 110. 1979. So, the defendant was able to hand over the documents to the plaintiff for scrutinising only on 110. 1979. Immediately after execution of the agreement, the defendant did not hand over the title deeds to the plaintiff. Only during the extended period, after expiry of the period mentioned in Ex.P.1, the defendant had handed over them to the plaintiff. The plaintiff has all along been taking steps for concluding the sale transaction and after the extended period, notices were sent by the plaintiff and her counsel expressing the plaintiff’s willingness to complete the sale transaction and as nothing has emerged from the defendant to conclude the transaction, the plaintiff filed the suit. So, it cannot be stated that there was inordinate delay on the part of the plaintiff and the plaintiff should be denied of her right to enforce the specific performance of the contract. So, it cannot be stated that there was inordinate delay on the part of the plaintiff and the plaintiff should be denied of her right to enforce the specific performance of the contract. Some delay in the institution of the suit for specific performance of the contract to sell the property is not by itself sufficient to defeat the claim of the plaintiff. .31. For the foregoing reasons, we are of the view that time was not of the essence, that the plaintiff is a person of sufficient means and she has always been ready and willing to perform her part of the contract by paying the balance sale consideration to the defendant and get the sale deed executed and only the defendant did not perform her part of the contract. We hold that the plaintiff is entitled to the equitable relief of specific performance of the contract. The suit property which the defendant agreed to sell to the plaintiff is 2 grounds short of 20 sq.ft with a plinth area of 900 sq.ft. This property is situate in a posh locality in Madras City near the bus stand at T. Nagar. The agreement was entered into in the year 1979. Both the parties agree that the price of the land has increased considerably. So, the agreed price of Rs.2, 05, 000 in Ex.P.1 cannot be considered to be fair for concluding the sale transaction now. Of course, there are laches on the part of the defendant as the defendant did not take initiative and steps to conclude the sale transaction immediately after receipt of the notice by the plaintiff. The plaintiff has also parted with a sum of Rs. 25, 000 as advance about 19 years back which amount was utilised by the defendant for discharge of mortgage to get clear titles, though that amount was later deposited in the court. Taking into consideration the hike in the land value, we feel that it will be unjustified if the defendant is directed to execute the sale deed for the balance sale consideration viz., Rs. 1, 80, 000. Counsel for both the parties, across the Bar, agree that the cost of the land has gone up steeply and the land is worth several lakhs . 1, 80, 000. Counsel for both the parties, across the Bar, agree that the cost of the land has gone up steeply and the land is worth several lakhs . Taking all these aspects into consideration, we feel that a reasonable amount should be paid by the plaintiff to the defendant for concluding the sale transaction and accordingly we fix the balance of sale consideration as Rupees eight lakhs and the plaintiff is directed to deposit that amount into the trial court and conclude the transaction within three months. On such deposit, the defendant is directed to execute and register the sale deed and withdraw the amount so deposited. The amount to be deposited is in addition to the deposit already made by the plaintiff after the suit was decreed, in terms of the decree of the trial court. Defendant will be entitled to draw that amount together with accrued interest on the execution of the sale deed. Defendant will also be entitled to withdraw the sum of Rs. 25, 000 deposited by her in court together with interest accrued thereon. In the even defendants failure to execute and register the sale deed within three months, the sale deed within three months, the sale deed shall be executed by the officer of the court to be designated by the trial court. 32. The defendant has filed C.S. No.44 of 1985 for return of title deeds which were handed over to the plaintiff, in pursuance of the agreement of sale Ex.P.1 for scrutiny and approval. The learned single Judge found that in view of the finding in C.S. No. 280/1 that the first defendant in C.S.44 of 1985 is entitled to specific performance of the contract, she is consequently entitled to retain the title deeds. We are in respectful agreement with the learned single Judge. 33. In the result, both the Original side appeals are dismissed, subject to the directions/modifications as above. No costs.