Judgment : A. Subbulakshmy, J. 1. Both the original side appeals are directed as against the judgment and decree of the learned Single Judge in C.S.No.123 of 1980, Second defendant in the suit is the appellant in O.S.A.No. 150 of 1990 and first defendant is the appellant in O.S.A.No.152 of 1990. 2. The case of the plaintiff is as follows: The plaintiff is carrying on business as watch dealer. The first defendant is owner of the property bearing Door No.20, New No. 12, Errasappa Maistry Street, (Rattan Bazaar), Madras 600 003. Agreements of sale entered into between the plaintiff and the first defendant in respect of the suit property consisting of ground floor, first floor and second floor. Two agreements of sale were entered into, one respect of the ground floor and another in respect of the first and second floors. The first defendant represented to the plaintiff that by sale of the entire property within the financial year, he would suffer huge capital gains tax and so, he wanted to effect the sale of the property under two separate sale deeds one for the ground floor and another for the first floor and second floor. Accordingly two agreements, were entered into. As per the first agreement in respect of the first and second floor, the sale consideration was Rs.55,000 and as per the second agreement in respect of the ground floor, the sale consideration was Rs. 1,10,000. The first defendant also represented that the lease in favour of the tenant had expired and the plaintiff can get possession without any defect. He also received an advance of Rs. 5,000 under each of the two agreements. After the agreements of sale and the execution of the first sale deed in respect of the first and second floor, the first defendant became scarce as he went away to Pakistan. He has also shifted his residence to Bangalore. Inspite of best efforts by the plaintiff, the sale in respect of the ground floor could not be completed. The plaintiff also sent a draft sale deed to the first defendant for getting Income-tax clearance certificate. The first defendant did not obtain any such certificate. He was postponing the sale with ulterior motive. Time was not the essence of the contract. The first defendant assured the plaintiff that he would come to Madras and conclude the sale transaction is the next accounting year. The first defendant did not obtain any such certificate. He was postponing the sale with ulterior motive. Time was not the essence of the contract. The first defendant assured the plaintiff that he would come to Madras and conclude the sale transaction is the next accounting year. The plaintiff was always ready and willing to perform his part of the contract by paying the balance sale consideration in the year 1979 itself. The plaintiff suffered certain calamities and on account of domestic difficulties, the plaintiff wrote a letter asking the defendant to complete the sale after some time. On 111. 1979, the first defendant sent a letter to the plaintiff purporting to cancel the agreement The plaintiff had already given a telegram on 111. 1979 stating that he was willing to complete the sale immediately. The plaintiff and his father went to Bangalore and met the first defendant and the first defendant assured to complete the sale transaction. The first defendant did not act as per his words. The plaintiff had sent a registered lawyers notice on 12. 1979 demanding completion of the sale transaction. But, the plaintiff received a reply from the defendant stating that the ground floor had already been sold to the tenant in occupation. The defendant has no right to sell the ground floor to anybody else and the plaintiff alone is entitled to purchase the suit property, the ground floor of the building for convenient enjoyment of the second floor. The first defendant has no right to cancel the agreement and execute the sale deed in favour of the second defendant. The second defendant is not a bona-fide purchaser. She is well aware of the sale of the first and second floor and also the agreement in favour of the plaintiff. So, the alleged sale deed dated 211. 1979 executed by the first defendant in favour of the second defendant in respect of the ground floor is not valid. So, the plaintiff is entitled to enforce the agreement by seeking specific performance of the agreement. .3. The first defendant resisted the suit by filing written statement contending as follows: .It was never agreed that the two sale transactions had to be completed in two financial years. The plaintiff was not in a position to pay the entire sale consideration and complete the sale transaction. .3. The first defendant resisted the suit by filing written statement contending as follows: .It was never agreed that the two sale transactions had to be completed in two financial years. The plaintiff was not in a position to pay the entire sale consideration and complete the sale transaction. Only the plaintiff was not able to complete the sale within the period mentioned in the agreement. This defendant was always the resident of Bangalore. He never shifted from his original place. Only the plaintiff was postponing to complete the sale transaction. The defendant has already made the position clear in the lawyers, notice dated 210. 1979 that if the transaction was not completed within 310. 1979, the contract would be treated as cancelled. The plaintiff had committed breach of contract and he did not complete the transaction. So, the plaintiff is not entitled to specific performance of the contract. .4. The second defendant filed her written statement contending that she is a bonafide purchaser of the ground floor for proper consideration by virtue of a registered sale deed 211. 1979. She further contends that she paid consideration for the ground floor, so, the validity and bonafide nature of this defendant cannot be questioned. She further contends that she has been inoccupation of the first and second floor as well as the ground floor of the said building as a tenant since 1968 and the agreement in favour of the plaintiff was rightly cancelled by the first defendant since time is the essence of the contract. The plaintiff defaulted in performing his part of the contract within the time agreed. After the registration of the sale deed in her favour, she became the absolute owner of the property as there is no proper setting aside of the sale deed in favour of this defendant. The first defendant has always been the resident of Bangalore and he never went to Pakistan and he was anxious to complete the sale transaction as per the agreement. Only the plaintiff failed to perform his part of the contract and so, he is not entitled to the relief asked for. 5. The learned Single Judge who tried this suit decreed the suit for specific performance of the agreement of sale dated 23. Only the plaintiff failed to perform his part of the contract and so, he is not entitled to the relief asked for. 5. The learned Single Judge who tried this suit decreed the suit for specific performance of the agreement of sale dated 23. 1979 directing the defendants to execute and register the sale deed in respect of the suit property and directing the defendants to deliver vacant possession of the suit property to the plaintiff. The plaintiff was directed to deposit the balance sale consideration into court within a period of two months from the date of decree and the defendant was directed to execute the sale deed within a period of three months from the date of decree and withdraw the amount deposited towards the sale price in court and in default of the defendants executing the sale deed in favour of the plaintiff, the sale deed was directed to be executed through court. 6. As against that judgment and decree, the present Original Side Appeals No. 150 and 152 of 1990 are filed by the second defendant and first defendant respectively. 7. In O.S.A. 150 of 1990, the appellant contends that she is a transferee for value paid in good faith and without notice of enforceable agreement of sale under Ex.P1, that the decree for specific performance is not sustainable and so, the plaintiff is not entitled to specific performance of the contract. 8. In O.S.A.No. 152 of 1990, the appellant contends that Exs. B1 and B2 are independent transactions and cannot be linked as one and time was made essence of the contract and the plaintiff had committed breach of contract and the plaintiff had committed breach of contract and it was only the plaintiff who failed to perform his part of the contract. The appellant further contends that there was no readiness and willingness on the part of the plaintiff because he informed of his willingness only after termination of the contract. He further contends that the plaintiff has not acted as per the terms of the agreement and so, he has not come to court with clean hands. 9. The first defendant was the owner of the property consisting of ground floor, first floor and second floor. On 23. He further contends that the plaintiff has not acted as per the terms of the agreement and so, he has not come to court with clean hands. 9. The first defendant was the owner of the property consisting of ground floor, first floor and second floor. On 23. 1979, admittedly, the plaintiff and the first defendant have entered into two agreements of sale one for the ground floor under Ex.P1 and another in respect of the first and second floor, under Ex.p2. The sale consideration agreed in respect of the ground floor was Rs. 1,10,000 and in respect of the first and second floor was Rs.55,000. Time for completion of the sale in respect of the first and second floor under Ex.P2 was agreed as on or before 33. 1979. Accordingly on 23. 1979, the sale deed Ex.P3 was executed in respect of the first and second floor covered under Ex.P2 in favour of the plaintiff. The suit is for enforcement of specific performance of the contract covered under Ex.P1 in respect of the ground floor of the property. Time for completion of the sale was mentioned as three months under Ex.P1. So, the sale should have been completed on or before 20.6.1979. In respect of the first and second floor, the plaintiff has become the owner of the property under Ex.P3. Agreement of sale Ex.P1 is in respect of the ground floor of the property. The specific case of the plaintiff is that the entire property was agreed to be sold to the plaintiff and the first defendant also gave an undertaking not to sell any part of the property to anybody else. Both the agreements were executed on one and the same day. .10. The learned Single Judge has found that even though two agreements have been entered, the transaction is to be treated as a single transaction since to reach the first and second floor, the ground floor has to be used as entrance and without use of the main entrance in the ground floor and the staircase, it is impossible to use the first and second floor of the building. The learned Single Judge has further found that there is no mention at all in Ex.P2 agreement about the land and Ex.P1 relates to ground floor of the building and so, basing on Ex.P1, it has to be held that the transaction was intended for sale of the entire property including the land and superstructure i.e., the ground floor, first and second floor and it was never intended that ground floor is one part and first and second floor is another part. So, the finding of the learned Single Judge is that in the absence of the provisions in Ex.P2 for the use of entrance and staircase in the ground floor by the plaintiff and when he has agreed to purchase the ground floor also, it has to be concluded that the plaintiff and the first defendant had entered into agreement of sale in respect of the entire property though the agreements for sale had been split into two and the plaintiff has agreed to purchase the entire property for himself and not a part of it. .11. The plaintiff has given proper explanation with regard to the execution of two agreements splitting the portions as ground floor and first and second floor. The explanation offered by the plaintiff is that the first defendant represented to the plaintiff that he would get the benefit of reduction in capital gains tax if the sale of the building is split up into two and executed in two financial years and so, time for completion of sale in respect of the first and second floors of the building was fixed as 33. 1979 while it was fixed as after 33. 1979 in respect of the ground floor. The plaintiff has also agreed to that suggestion and accordingly, two sale agreements were executed. The explanation offered by the plaintiff is fully supported by the notice issued by the first defendant to the plaintiff under Ex.P4. In Ex.P4, the first defendants counsel has stated that the first defendant has obtained necessary income-tax clearance certificate and he has been ready to complete the transaction in respect of the first and second floor on or before 33. 1979 and if for any reason, the sale could not be completed before 33. In Ex.P4, the first defendants counsel has stated that the first defendant has obtained necessary income-tax clearance certificate and he has been ready to complete the transaction in respect of the first and second floor on or before 33. 1979 and if for any reason, the sale could not be completed before 33. 1979, he would not be getting any relief on the capital gains tax in respect of the said transaction and the very purpose of having the transaction in two financial years is to enable the first defendant to have lesser rate of capital gains and the plaintiff should complete the transaction in respect of the first and second floor before 33. 1979. It is further recited in Ex.P4 that if for any reason, the sale is not completed before 33. 1979, i.e.., before the end of that financial year and if the first defendant is obliged to pay any extra tax, as a result of the transaction not being completed as agreed to, the plaintiff will be liable to reimburse the same to the first defendant and the second sale deed could be completed only after the completion of the registration of the sale deed in respect of the first and second floor before 33. 1979. From this recital in Ex.P4, it is obvious that the first defendant intended to finish the transaction in respect of the first and second floor is one financial year i.e., before 33. 1979, i.e., in the next financial year. On a perusal of Ex.P4, we have no hesitation at all to come to the conclusion that the explanation offered by the plaintiff in respect of the execution of two separate sale agreements viz. Exs.P1 and P2 splitting the transaction in respect of a single building under two agreements is true. So, it is very clear that only to get the benefit of lesser capital gains tax, the first defendant, the owner of the building wanted to complete the sale transaction under two sale agreements. So, it can be safely concluded that there was agreement between the plaintiff and the first defendant in respect of the entire building and only to get some relief in capital gains tax, two agreements had been executed and the intention of the parties under Exs.P1 and P2 was to complete the sale transaction in respect of the entire property. 12. 12. As requested by the first defendant under Ex.P4, the plaintiff completed the sale transaction in respect of the first and second floor under Ex.P3 on 23. 1979 itself, i.e., in the financial year of 1978-79. After Ex.P3, Ex.P1 agreement in respect of the ground floor remained to be completed within three months from 23. 1979. The case of the plaintiff is that he was always ready and willing to perform his part of the contract and time was not the essence of the contract. 13. As per Ex.P1, the transaction were to be completed on or before 20.6.1979. The first defendant had sent a letter to the plaintiff on 16. 1979 calling upon the plaintiff to send the draft sale deed so as to enable him to apply and obtain a No objection certificate from the Income-tax authorities as they have expected to complete the transaction by the end of that month. In that letter Ex.P.16, the first defendant has not specifically mentioned that the sale in respect of the ground floor must be completed on or before 20.6.1979. He has just stated that they are expected to complete the transaction by the end of that month. This goes to establish that the first defendant was not keen that the transaction should be completed within the period stipulated under Ex.P1. In the case of transaction in respect of immovable property, the general principle is that time is not the essence of the contract. The first defendant has also sent another letter dated 20.6.1979, Ex.P5 asking the plaintiff to send the draft sale deed so as to enable the first defendant to get the Income-tax clearance certificate and complete the sale. He has also sent another letter dated 210. 1979, Ex.P6 calling upon the plaintiff to complete the sale on or before 310. 1979 failing which the advance amount would be forfeited and he would treat the contract as cancelled. This notice was issued by the first defendant to the plaintiff after expiry of the period mentioned in Ex.P1. So, it is well evident from this notice that the first defendant himself was willing to complete the transaction after expiry of the period under Ex.P1. So, it is clear that time was not made essence of the contract and the parties were willing to complete the transaction even after expiry of the period mentioned in Ex.P1. So, it is well evident from this notice that the first defendant himself was willing to complete the transaction after expiry of the period under Ex.P1. So, it is clear that time was not made essence of the contract and the parties were willing to complete the transaction even after expiry of the period mentioned in Ex.P1. The conduct of the first defendant in sending notice calling upon the plaintiff to complete the sale transaction before 310. 1979 amply shows that the intention of the parties was that the time is not the essence of the contract. In Gomathinayagan Pallai v. Palaniswami Nadar, AIR 1967 SC 868 , the Supreme Court has laid down that, "Intention may be evidenced either by express stipulations or by circumstances which are sufficiently strong to displace ordinary presumption that in contract for sale of land stipulation as to time is not of essence." In Kandaswami Mudaliar v. Munuswamy Uday ar 197 4 (II) MLJ 62, a Division Bench of this Court has laid down that, "In all agreements to convey immovable property usually time is not the essence of contract." In T. Venkatasubramanayam v. Viswanatharaju AIR 1968 AP 190 , it has been held that "Time can be made the essence of the contract by subsequent notice given by any one of the parties to the contract... it is of course necessary that if the notice wants time to be made essence of the contract it must expressly or by necessary implication say so. Any such notice ought to fix a reasonably long time requiring the other side to perform his part of the contract. The question whether the time prescribed in the notice is or is not of the essence of the contract would naturally depend upon the facts and circumstances of each case. The mere fact that the notice gave a certain time to perform the contract would not necessarily lead to the conclusion that the time prescribed was the essence of the contract. In all such cases, the Court has to look to the pith and substance of the notice and decide as to whether time was or was not essential to the subsistence of the contract. The real intention of the party who gives notice must be clear from the notice itself. It may in certain cases be necessary to rely upon surrounding circumstances. The real intention of the party who gives notice must be clear from the notice itself. It may in certain cases be necessary to rely upon surrounding circumstances. Nevertheless one has to largely look to the notice itself." In Chand Rani v. Kamal Rani , 1993 (1) SCC 519 , the Apex Court has held that, "As a general proposition of law, in the case of immovable property there is no presumption as to time being the essence of the contract. Even if it is not of the essence of the contract the Court may infer that it is to be performed in a reasonable time if the conditions are evident: .(i) from the express terms of the contract; .(ii) from the nature of the property; and (iii) from the surrounding circumstances, for example; the object of making the contract." In the above decision, it is stated that the parties must have intended to make time as the essence of the contract. In the instant case, there is no express stipulation that the parties have intended time as the essence of the contract. The owner of the property, the first defendant himself, after expiry of the period, called upon the plaintiff to complete the sale transaction by issuing number of notices. The facts that the parties to the contract were expressing their intention to complete the sale transaction after the expiry of the period under Ex.P1 and issuance of notices by the first defendant calling upon the plaintiff to complete the sale transaction clearly establish that the parties never had the intention to make time as the essence of the contract. Accordingly, we hold that time is not the essence of the contract. 14. With regard to readiness and willingness, the case of the defendants is that the plaintiff was not ready and willing to perform his part of the contract and the plaintiff never approached the first defendant to complete the sale transaction. The plaintiff contends that the first defendant was a resident of Madras at the time of Exs.P1 to P3 and he has shifted his residence to Bangalore and he was not available in Madras and after some time he also went to Pakistan and he was not available in Bangalore also. 15. The first defendant has sent notices Exs.P5 and P6 calling upon the plaintiff to complete the sale transaction. 15. The first defendant has sent notices Exs.P5 and P6 calling upon the plaintiff to complete the sale transaction. Under Ex.P6, the first defendant asked the plaintiff to complete the sale before 310. 1979. According to the plaintiff, he could not complete the sale before 310. 1979 because of the calamities in his house on account of the death of PW1s brother as evidenced by ex.P7 and the death of PW1s sister on 210. 1979 and 210. 1979 respectively. 16. The learned Single Judge has found that the evidence adduced by the plaintiff and pw1 would show that the death of PW1s brother and sister must be true. according to the plaintiff, after performing the death ceremonies for three days, even without waiting upto the 40th day, as per their religion, the plaintiff wrote a letter under Ex.P10 to the first defendants counsel expressing his inability to complete the transaction due to the death of his fathers sister and brother and the registration can be had after the 40th day ceremony of his aunt and uncle. the plaintiff has sent a telex message under Ex.P11 dated 111. 1979, the next day after Ex.P10, conveying his readiness and willingness to complete the sale transaction on 111. 1979 itself and has asked the first defendant to come to madras and complete the registration with income-tax clearance certificate and to treat the letter dated 111. 1979, Ex.P10 for extension of time as cancelled. So, ExS.P10. and p11 establish that due to the death of his uncle and aunt, the plaintiff was not in a position to complete the sale transaction as requested by the first defendant in october 1979 and even though he has asked for extension of time, to complete the sale transaction, he had sent a telex message under EX.P11 to complete the sale transaction on 111. 1979 itself. Ex.P11 proves that the plaintiff was ready and willing to perform his part of the contract. Exs.P18 to P20 prove that the plaintiff is a man of means having money ready to perform his part of the contract. even though there are various decisions to the effect that the plaintiff need not tender amount or produce any proof, in the instant case, the plaintiff has filed proof with regard to his means. So, the financial resources of the plaintiff cannot be questioned by the first defendant. even though there are various decisions to the effect that the plaintiff need not tender amount or produce any proof, in the instant case, the plaintiff has filed proof with regard to his means. So, the financial resources of the plaintiff cannot be questioned by the first defendant. The plaintiff has significantly shown that he was ready and willing to perform his part of the contract and to complete the sale transaction. 17. The learned Single Judge has also found that the financial resources of the plaintiff cannot be questioned by the first defendant. Sending of telex message under Ex.P1 1 and the fact that the plaintiff was a man of means goes to establish that he was always ready and willing to perform his part of the contract. After sending Ex.P11, the plaintiff could not complete the sale transaction because of the absence of the first defendant. The plaintiff, PW1 and his wife met the first defendant in Bangalore, after Ex.P11, in November 1979 and explained about the calamities and requested the first defendant to complete the sale transaction in the first week of December 1979 and the first defendant also agreed to that. The first defendant himself has admitted in his evidence with regard to his meeting with the plaintiff and his parents at Bangalore and he states that he could not complete the sale in favour of the plaintiff as agreed under Ex.P1, as that agreement was already cancelled. On 111. 1979, the first defendant has sent a letter Ex.P12 to the plaintiff stating that with reference to their telegraphic message, it is regretted that he is unable to comply with the request of the plaintiff and his contract with the plaintiff stands cancelled. On 111. 1979 only the plaintiff had sent a telegraphic message expressing his readiness and willingness to complete the sale transaction. Without giving reasonable time the first defendant immediately sent Ex.P9 letter stating that his contract stands cancelled. But, the case of the plaintiff is that the plaintiff met the first defendant in November, 1979 and promised to complete the sale transaction. After sending Ex.P12, the first defendant sold the property to the second defendant on 211. 1979. Without giving reasonable time the first defendant immediately sent Ex.P9 letter stating that his contract stands cancelled. But, the case of the plaintiff is that the plaintiff met the first defendant in November, 1979 and promised to complete the sale transaction. After sending Ex.P12, the first defendant sold the property to the second defendant on 211. 1979. The documents produced prove that the plaintiff was ready and willing to perform his part of the contract and complete the sale transaction and he did not abandon the contract, but, the defendant did not come forward to execute the sale deed in pursuance of the telegraphic message, Ex.P1 1. On the other hand, the first defendant sold the property to the second defendant soon after the receipt of the telex message. The first defendant did not evince any interest in completing the sale transaction in favour of the plaintiff who was always ready and willing to perform his part of the contract. The first defendant did not come forward to act as per the telex message sent by the plaintiff and without concluding the sale transaction in favour of the plaintiff, he sold the property to the second defendant and has virtually committed breach of contract. Ex.P6 notice was sent by the plaintiff’s counsel to the first defendant stating that the plaintiff was making bona fide efforts to complete the sale and the draft sale deed was also handed over to the first defendant for getting income-tax clearance certificate, but the first defendant did not obtain it and the plaintiff, due to the calamities in his house, could not complete the transaction and has sent a telegraphic mess age on 111. 1979 stating that the sale would be completed on 15th, but, the first defendant has sent a letter dated 111. 1979 cancelling the agreement and the cancellation is not valid and binding. For that, the first defendant had sent a reply on 10. 1980 under Ex.P9 stating that he had sent a letter to the plaintiff on 111. 1979 stating that he was unable to comply with the request of the plaintiff as the contract had already been cancelled. Immediately on receipt of the telegraphic message, the first defendant has sent the letter cancelling the agreement. This clearly shows the conduct of the first defendant refusing to perform his part of the contract. 1979 stating that he was unable to comply with the request of the plaintiff as the contract had already been cancelled. Immediately on receipt of the telegraphic message, the first defendant has sent the letter cancelling the agreement. This clearly shows the conduct of the first defendant refusing to perform his part of the contract. The first defendant was all along calling upon the plaintiff to complete the sale transaction but suddenly cancelled the agreement after Ex.P11 proper explanation is offered by the plaintiff with regard to the non-completion of the sale transaction before 310. 1979. and it is an acceptable one and after that the plaintiff has sent a telegraphic message expressing his readiness to perform his part of the contract and complete the sale transaction on 111. 1979 itself. On 111. 1979, the first defendant has sent a letter stating that the agreement of sale was cancelled. The conduct of the first defendant goes to establish that he was very much indifferent and he was not at all inclined to complete the sale transaction in favour of the plaintiff. Within a short period after the telegraphic message, the first defendant sold the property to the second defendant. These things show that the first defendant was not at all interested in completing the sale transaction in favour of the plaintiff and he was deliberately completed the sale transaction in favour of the tenant who was occupying the ground floor. 18. In Jugraj Singh v. Raj Singh, AIR 1995 SC 945 , the Supreme Court has observed that, "Section 16(c) of the Specific Relief Act, 1963 provides that the plaintiff must plead and prove that he has always been ready and willing to perform his part of the essential terms of the contract. The continuous readiness and willingness at all stages from the date of the agreement till the date of the hearing of the suit need to be proved. The substance of the matter and surrounding circumstances and the conduct of the plaintiff must be taken into consideration in adjudging readiness and willingness to perform the plaintiff’s part of the contract." There are ample materials to show that the plaintiff was ready and willing to perform his part of the contract and he was having necessary funds also. The substance of the matter and surrounding circumstances and the conduct of the plaintiff must be taken into consideration in adjudging readiness and willingness to perform the plaintiff’s part of the contract." There are ample materials to show that the plaintiff was ready and willing to perform his part of the contract and he was having necessary funds also. The plaintiff had acted fairly throughout and there is nothing to show that there was any act of omission or commission which encouraged. the first defendant to sell the property to the second defendant. So, there is clear breach of contract on the part of the first defendant and the plaintiff was always ready and willing to perform his part of the contract. 19. The significant factor to be mentioned is that the property covered under Exs.P.1 and P2 agreement is a single unit and there is only one main entrance for the entire building and there is no open space at all in front of or around the building. The property is confined with regard to the constructed portion in the ground floor, first and second floor. Since there is only one entrance leading from the street, persons who want to reach the first and second floor, will have to get inside the ground floor and then only, they can go to first and second floor. The staircase is also situate in a corner of the ground floor. So, to reach the staircase, one has to necessarily enter the ground floor through the single entrance and the entrance in the ground floor is expected to be open throughout. The locality of the building is a business area, and only business is being carried on in the suit premises. So many people have to visit that building in connection with the business. The ground floor is necessarily to be used by the persons occupying the first and second floor to reach that portion through the staircase and without use of the entrance in the ground floor and the staircase, it is impossible to use the first and second floor of that building. The ground floor portion has to be used to have access to the first and second floor. So, it is not feasible to use the first and second floor alone exclusively without giving disturbance to the people occupying the ground floor. So, the entire building is indivisible and composite. The ground floor portion has to be used to have access to the first and second floor. So, it is not feasible to use the first and second floor alone exclusively without giving disturbance to the people occupying the ground floor. So, the entire building is indivisible and composite. Only because of that the first defendant had to sell the entire property to the plaintiff by entering into two sale agreements for the reasons stated supra. The photographs showing the nature of the construction and the entrance of the building were also perused by us. It is neither feasible nor desirable that the ground floor portion be occupied by one person and the first and second floor portion can be occupied by another person. Only if the entire building is sold to one and the same person, there can be convenient use and enjoyment without any hindrance. Under Ex.P2 sale agreement, there is no mention with regard to the land and only the first and second floor were conveyed. They cannot be enjoyed conveniently and it would cause hindrance to the occupants of the ground floor. So, it can be safely concluded that there was contract of sale in respect of the suit property in favour of the plaintiff in one lot and great injustice would be used to the parties if this single unit is sold to two different parties, i.e., ground floor to the person and first and second floor to another person. Exs.P1 and P2 agreements were executed on one and the same day. Only with regard to capital gains tax, two agreements had to be executed for a single unit. The facts and circumstances of the case prove that the parties intended that he property is to be dealt with as a whole and not on piecemeal even though two agreements were executed. So, on the ground of equity, also it must be construed that the plaintiff who has already become the owner of the first and second floor is entitled to specific performance of the contract in respect of ground floor also. The correspondence between the parties and the readiness and willingness proved on the side of the plaintiff go to establish that there was no abandonment of contract on the part of the plaintiff. The specific performance can be refused only if the plaintiff abandons or waive. the right under the contract. The correspondence between the parties and the readiness and willingness proved on the side of the plaintiff go to establish that there was no abandonment of contract on the part of the plaintiff. The specific performance can be refused only if the plaintiff abandons or waive. the right under the contract. The first defendant has not established that there is abandonment or waiver on the part of the plaintiff of his right under the Contract. The plaintiff, as soon as he received the letter of the defendant calling upon him to complete the transaction has taken steps to conclude the transaction. Due to unforeseen circumstances, viz., calamities, he could not complete it within 310. 1979. But, within a short period, he sent a telex message to the defendant expressing his readiness and willingness to conclude the sale transaction, even without waiting till the ceremonies in his house are over. On receipt of the telex message, the first defendant has sent reply immediately stating that the contract was cancelled. So, the conduct of the defendant only amounts to deliberately breach of contract and there is no scope at all for holding that the plaintiff had waived or abandoned his right. .20. Under Section 20 of the Specific Relief Act, the relief of specific performance is discretionary and not arbitrary but sound and reasonable and the discretion must be exercised in accordance with law guided by judicial principles. The conduct of the party is also an important factor to be taken into consideration. Various decisions of the High Court and Supreme Court have held that, it is equally well settled that in cases of contracts for sale of immovable properties the grant of relief of specific performance is a rule, and refusal an exception on valid and cogent grounds shown. In Satyanarayana v. Uelloji Rao, AIR 1965 SC 1405 , it has been laid down that, ."the cases of specific performance of the agreement providing for a guide to Courts to exercise discretion one way or other are only illustrative; they are not intended to be exhaustive and the court should consider and decide this point in the light of the facts and circumstances of each case." .21. In the instant case, the plaintiff was ready and willing to perform his part of the contract. The first defendant, after ex.P1 shifted his residence to Bangalore. In the instant case, the plaintiff was ready and willing to perform his part of the contract. The first defendant, after ex.P1 shifted his residence to Bangalore. There is also the evidence of PW1 to the effect that he made every efforts to contact the first defendant in Madras to conclude the transaction and he had also gone to Bangalore and has made arrangements with the first defendant in November, 1979. The learned Single Judge had found that the meeting of the first defendant by the plaintiff, PW1 and his wife at Bangalore and the assurance to conclude the sale transaction in the first week of December cannot be said to be untrue because the first defendant himself has admitted that PW1 and his wife met him in Bangalore in November, 1979. The learned Single Judge further found that this meeting has obviously taken place on 111. 1979. The plaintiff has sent Ex.P1 1, telegram to the first defendant on 111. 1979 assuring to conclude the sale deed on 15th November, 1979. The learned Single Judge further found that it appears that the first defendant had already obtained the income-tax clearance certificate by preparing a draft sale deed of his own in respect of the sale of the first floor and the second floor of the building and even with regard to the sale of the ground floor in favour of the second defendant under Ex.D3, the first defendant must have prepared the draft sale deed for the purpose of getting income-tax clearance certificate. DW2, the son of the second defendant also admitted in his evidence that the second defendant did not give draft sale deed to the first defendant to get the income-tax clearance certificate and that the first defendant himself got it. So, the conduct of the defendant throughout shows that he was not interested in concluding the sale transaction in favour of the plaintiff and immediately after receipt of the telex message from the plaintiff under Ex.P11, the first defendant sold the property to the second defendant. .22. So, the conduct of the defendant throughout shows that he was not interested in concluding the sale transaction in favour of the plaintiff and immediately after receipt of the telex message from the plaintiff under Ex.P11, the first defendant sold the property to the second defendant. .22. As we have stated already, the property should be conveyed to one person in its entirety though two agreements were executed and if the property is sold to two different persons as two portions, there would not be conducive enjoyment of the property by the owners and the owner of the first and second floor will have to interfere with the possession and enjoyment of the ground floor causing much inconvenience to the owner of the ground floor because there is only one common entrance to reach the staircase leading to the first and second floor. There is also no open space left. The suit property is land and the ground floor. The entire extent of land is built upon. The extent is 494 sq.ft. So, there is no possibility at all for the convenient enjoyment if two different parties as the owners of ground floor and first and second floor separately. Even though the plaintiff was ready with his money and willing to perform his part of the contract, the first defendant has evaded to perform his part of the contract and has sold the property to the second defendant who was already a tenant in the ground floor. Taking into consideration the entire facts and circumstances and also the conduct of the defendant we are clearly of the opinion that this court has to necessarily to exercise its discretion to grant the relief of specific performance of the contract under ex.P1 as it is lawful fair, just and equitable. The learned Single Judge has correctly granted the relief of specific performance of the contract in favour of the plaintiff. 23. The second defendant claims that she is a bona fide purchaser for value without notice of the agreement in favour of the plaintiff. The second defendant was a tenant in respect of the ground floor. She was also aware of the sale of the first and second floor to the plaintiff. So, she cannot claim that she is a bona fide purchaser for value. The second defendant was a tenant in respect of the ground floor. She was also aware of the sale of the first and second floor to the plaintiff. So, she cannot claim that she is a bona fide purchaser for value. The first defendant agreed to sell the ground floor with land to the plaintiff in pursuance of Ex.P1. But, the first defendant sold the property to the second defend ant within a short period after receipt of telex message expressing the plaintiff’s willingness to complete the transaction. The shop of the plaintiff is very near the suit property where the second defendant is running a textile business. DW2, son of the second defendant has spoken in his evidence that he did not go to the shop of the plaintiff and verify whether the document Ex.P1 was cancelled and what was stated by the first defendant was correct. DW2 admitted in his evidence that the purchaser of t he first floor and second floor of the building cannot possibly possess and enjoy that portion of the property without his owning the ground floor in the building which is the subject matter in Ex.P1 as the main entrance of the building is in the ground floor and the staircases leading to the first floor and the second floor are within the building itself. 24. The learned Single Judge has found that the sale deed in favour of the second defendant, Ex.D3 explicitly mentions about the agreement ex.P1 and its cancellation by the first defendant and as DW2 has also admitted about the agreement Ex.P1 prior to Ex.D3, the second defendant is not a bona fide purchaser of the suit property. We concur with the finding of the learned Single Judge. 25. On a careful analysis of the entire evidence and documents, we hold that the plaintiff is entitled to the decree for specific performance directing the first defendant to deliver possession by attornement tenant of the suit property to the plaintiff and execute and register the sale deed in respect of the suit property in favour of the plaintiff. We agree with the reasonings and conclusions arrived at by the learned Single Judge. 26. In the result, both the original side appeals are dismissed. We agree with the reasonings and conclusions arrived at by the learned Single Judge. 26. In the result, both the original side appeals are dismissed. The plaintiff is directed to deposit the balance sale consideration into this court if not already done within three months from the date of receipt of copy of this judgment and on such deposit, the first defendant is directed to execute the sale deed in favour of the plaintiff within one month from the date of such deposit and then withdraw the amount so deposited towards the balance sale consideration. In default of the defendants executing the sale deed in favour of the plaintiff, the same shall be executed through court. No costs.