JUDGMENT Shiv Narayan Dhingra, J.- This suit has been filed by the Plaintiff for Specific Performance of an Agreement to Sell dated 2nd August, 1988 executed between the parties whereby Defendants had agreed to sell and transfer by way of a Conveyance Deed all their rights, title and interest in the leasehold plot of land measuring 0.97 acre, known as Bungalow No.8, Tolstoy Marg, New Delhi to the Plaintiff for a total sale consideration of Rs. 3,50,00,000/- (Rs. Three Crore Fifty Lac only). Out of the total agreed amount of Rs. 3.5 crore, a sum of Rs. 42 lac was paid by the Plaintiff to the Defendants as earnest money and remaining amount of Rs. 3,08,00,000/was to be paid in terms of the Agreement. On payment of total consideration, the Defendants were to execute Conveyance Deed of the property in favour of the Plaintiff and were to hand over vacant physical possession of part of the premises, in occupation of the Defendants and the symbolic possession of part of the property in occupation of the five tenants. Under the Agreement to Sell dated 2nd August, 1988, the Defendants were required to do the following acts, before being entitled to receive balance consideration and to execute Conveyance Deed: 1. To secure mutation in their favour in respect of the property in the books and records of the Land and Development Office. 2. To make application to the Competent Authority under Section 27 of Urban Land (Ceiling and Regulation) Act, for permission to convey the property to the Purchaser. The Purchaser was to join in the application for the said permission, if so required, and permission, if any, required under Urban Land (Ceiling and Regulation) Act was to be obtained by the Defendants. 3. To obtain No Objection Certificate under Section 269(UC) of Chapter XXC of the Income Tax Act, 1961. 4. To obtain Income Tax Clearances under Section 230(A) of the Income Tax Act. 2. After obtaining the abovementioned clearances/NOC and mutation, VENDORS (Defendants) were to intimate to the VENDEE (Plaintiff) by registered post that aforesaid clearances had been obtained and there was no impediment in execution and registration of the Conveyance Deed. 4. To obtain Income Tax Clearances under Section 230(A) of the Income Tax Act. 2. After obtaining the abovementioned clearances/NOC and mutation, VENDORS (Defendants) were to intimate to the VENDEE (Plaintiff) by registered post that aforesaid clearances had been obtained and there was no impediment in execution and registration of the Conveyance Deed. The purchaser (Plaintiff) was to accept the execution of the requisite Conveyance Deed against receipt of vacant physical possession of part of the property and symbolic possession of rest of the property on payment of the balance amount within 90 days of the issue of the registered letter intimating the obtaining of clearances referred to in preceding paras (Clause 8 of the Agreement). It was specifically provided that in case Plaintiff failed to perform its part of the contract on receipt of the said intimation, he would be guilty of breach of contract. It was also provided that time shall be essence of the contract. 3. It was specifically provided that in case the Plaintiff failed to make payment and accept the Conveyance Deed, the earnest money already paid shall be forfeited. It was also provided that Defendants would be liable to pay all charges, taxes, cesses in respect of the property upto the date of execution of Conveyance Deed and thereafter the liability would be that of the Plaintiff. 4. It is submitted by the Plaintiff that the Plaintiff was ready and willing to perform its part of the contract but Defendants despite request and reminders failed to perform their part of the contract and instead vide letter dated 16th March, 1992 informed the Plaintiff that earnest money stood forfeited and Defendants would be free to deal with the property in any manner they like. The response to the letter dated 16th March, 1992, was given by Plaintiffs Advocate vide letter dated 8th April, 1992 refuting all averments. The Defendants did not respond to this letter giving impression that they acceded to the averments and assertions made by the Plaintiff in its letter. The acts and conduct of the Defendants gave rise to the apprehension in the mind of the Plaintiff that Defendants were not going to perform their part of the contract and hence Plaintiff filed the present suit on 14th March, 1995. 5. The acts and conduct of the Defendants gave rise to the apprehension in the mind of the Plaintiff that Defendants were not going to perform their part of the contract and hence Plaintiff filed the present suit on 14th March, 1995. 5. It is further pleaded that Defendants failed to disclose at the time of execution of Agreement to Sell that one of the original tenants Smt. Dhan Devi Kapoor had already died and part of the premises was in occupation of one of her Legal Heirs. There was some dispute between her Legal Heirs for the inheritance of the tenancy rights and Smt. Vimal Kapoor and others Legal Heirs of Smt. Dhan Devi Kapoor had obtained an injunction order from Delhi High Court in Suit No. 987/1989 filed against the Defendants. In view of this pending suit, Plaintiff had been suggesting to the Defendants that payment of balance sale consideration and execution and registration of Sale Deed be postponed till the injunction so granted was vacated by the Delhi High Court, but Defendants instead of agreeing to this, terminated the Agreement to Sell with ulterior motives to grab the earnest money. It is stated that even the symbolic possession of portion, occupied by one of the Legal Heirs of late Smt. Dhan Devi Kapoor could not be given to the Defendants by the Plaintiff in view of the injunction order. It is further pleaded that Defendants also failed to remove the breaches regarding misuse and unauthorized construction and therefore there was possibility of termination of leasehold and re-entry by the Lessor i.e. L and DO. It is therefore, pleaded that it were the Defendants, who were not willing and ready to perform their part of the contract and Plaintiff had all along been ready and willing to perform its part of contract. It is submitted that Plaintiff would be caused irreparable loss and injury, which cannot be compensated in terms of money and therefore prayed for grant of Specific Performance of Agreement to Sell. 6. The Plaintiff submitted that cause of action arose first on 2nd August, 1988 and it arose on different dates when Defendants failed to complete their obligations under the Agreement. The cause of action further arose on 16th March, 1992, when Defendants forfeited the earnest money and cancelled the Agreement. 6. The Plaintiff submitted that cause of action arose first on 2nd August, 1988 and it arose on different dates when Defendants failed to complete their obligations under the Agreement. The cause of action further arose on 16th March, 1992, when Defendants forfeited the earnest money and cancelled the Agreement. Cause of action also arose in the first week of March, 1995 when the Plaintiff received telephone calls from the property dealers that the Defendants were proposing to transfer the suit property to third persons. 7. The Defendants in the was took the objection that the suit was miserably barred by limitation. It is stated that the Plaintiff was to tender the entire sale consideration within 90 days of receipt of communication from the Defendants regarding obtaining of NOC and clearances in terms of Clause 8 of the Agreement. The communication was sent by the Defendants to the Plaintiff as early as on 23rd September, 1989 and the Plaintiff was supposed to tender the entire balance consideration and accept the execution of Conveyance Deed within 90 days thereafter. The Plaintiff failed to do so and committed breach of contract. Suit was filed by the Plaintiff on 13th March, 1995 i.e. after about five-and-a-half year of the communication and was hopelessly barred by limitation. 8. On merits, the execution of Agreement to Sell between the parties is not denied. It is submitted that the Defendants had performed their part of contract and obtained all necessary clearances/NOC for transfer of the property in favour of the Plaintiff and gave intimation of this to the Plaintiff on 23rd September, 1989. The Plaintiff did not possess the requisite funds and started avoiding execution of the Sale Deed/Conveyance Deed. The Plaintiff also started raising frivolous pleas such as supply of photocopies of L and DO receipts and other documents, proof of payment of property tax and ground rent, while it was specifically agreed that up to the date of Conveyance Deed, the liability would be that of the Defendants and thereafter the liability would be that of the Plaintiff. Had there been any property tax, etc. dues, the Plaintiff would have deducted the same from the consideration and paid the balance consideration, but Plaintiff did not bother about execution of the Conveyance Deed and avoided the same. Had there been any property tax, etc. dues, the Plaintiff would have deducted the same from the consideration and paid the balance consideration, but Plaintiff did not bother about execution of the Conveyance Deed and avoided the same. Defendants denied all averments of the Plaintiff regarding non-performance of their part of the contract and stated that it was the Plaintiff, who failed to come forward for execution of Conveyance Deed and therefore Defendants were justified in forfeiting the earnest money and terminating the agreement. The other preliminary objection taken by the Defendants is that the suit was barred under Order 2 Rule 2, CPC. Plaintiff had filed a suit for injunction against the Defendants in the District Court, in case the Plaintiff was entitled to Specific Performance, subject to period of limitation, then the Plaintiff was required to file the suit for Specific Performance as well and having failed to do so, the suit was barred under Order 2 Rule 2, CPC. It was also submitted that Mr. G.B. Chaubey, who filed the suit on behalf of the Plaintiff was not duly authorized and competent to file the suit and it was not admitted by the Defendants that Plaintiff was a Public Limited Company duly incorporated. 9. In the replication Plaintiff reiterated the facts stated by it in the plaint and denied the averments made by the Defendants and again emphasized that the Plaintiff had all along been ready and willing to perform its part of the contract and it was only the Defendants, who failed to perform their part of the contract. 10. Following issues were framed in this case: Issues framed on 21.8.1997 1. Whether the suit is barred by time? 2. Whether the suit is barred under Order 2 Rule 2 of the Code of Civil Procedure as contended in paragraph 2 of the Written Statement? 3. Whether the Plaintiff is entitled to relief of specific performance and for recovery of the amount as stated in the plaint? 4. Relief. Issues framed on 19.4.2004 5. Whether the suit is instituted by duly authorized person? -OPP 6. Whether the Plaintiff was and is always ready as well as willing to perform its part of the agreement for sale dated 2.8.1988 at the relevant time(s)? 4. Relief. Issues framed on 19.4.2004 5. Whether the suit is instituted by duly authorized person? -OPP 6. Whether the Plaintiff was and is always ready as well as willing to perform its part of the agreement for sale dated 2.8.1988 at the relevant time(s)? -OPP Issue No.2 (Whether the suit is barred under Order 2 Rule 2 of the Code of Civil Procedure as contended in paragraph 2 of the Written Statement?) 11. The Counsel for the Defendants at the very outset stated that he does not press this issue. The issue is therefore, decided against the Defendants and in favour of the Plaintiff. Issue No.1 (Whether the suit is barred by time?) 12. In order to see whether the suit filed by the Plaintiff is barred by limitation, it is to be seen as to when the period for limitation started in this case. It is not disputed by the parties that the period of limitation for filing such a suit is three years. Clause 8 of the Agreement to Sell, which is material in this case reads as under: "That immediately the clearances referred to in paragraph Nos. 4, 5, 6 and 7 are obtained, the VENDORS shall intimate the PURCHASER by prepaid registration post stating that the aforementioned clearance has been obtained and that there is no impediment in the execution and registration of the requisite conveyance deed. The PURCHASER shall undertake to accept execution of the requisite conveyance deed against receipt of vacant peaceful possession of property as detailed hereinbefore and on payment of the balance amount as provided herein within 90 days of the issue of the registered letter intimating that the clearances referred to above have been received failing which the PURCHASER shall be guilty of breach of contract. It is expressly agreed that time shall be the essence of this Contract." 13. It is apparent that the Defendants entered into the Agreement to Sell in .respect of their property located at a prime place of Delhi i.e. Connaught Place at the rate prevalent in August, 1988 and the Defendants had to obtain certain clearances before the property could be conveyed to the Plaintiff. The obligation of obtaining these clearances was on the Defendants. The obligation of obtaining these clearances was on the Defendants. It is for this reason that Clause 8 of the Agreement to Sell provided that after obtaining clearances as mentioned in para 1 above, the Defendants were to intimate to the Plaintiff by registered post that above clearances had been obtained and there was no impediment in executing the Conveyance Deed. The PURCHASER i.e. Plaintiff was to pay the balance amount within 90 days of the issuance of registered post letter by the Defendants and accept the execution and take the possession in terms of the Agreement. By letter Ex. D1 dated 23rd September, 1989 addressed to the Plaintiff and sent by registered post, Defendants intimated to the Plaintiff that mutation had been carried out in their names in the books and records of L and DO vide L and DO letter No. LI-9(14B)/35/89/581 dated 3rd August, 1989. NOC under Section 269UL of the Income Tax Act was obtained vide letter dated 31st October, 1988. Two separate clearance certificates under Section 230(1) of the Income Tax Act in favour of the two Defendants were obtained from concerned Income Tax Officers. Sale permission under Section 27 of Urban Land (Ceiling and Regulation) Act was not required since the Competent Authority vide its order dated 16th April, 1986 had held that there was no excess vacant land in the property. Photo-copies of all these documents were sent along with letter dated 23rd September, 1989 to the Plaintiff and Plaintiff was told that Defendants were ready to convey the property in favour of the Plaintiff. Plaintiff was requested to purchase stamp papers for registration of Sale Deed and arrange for balance sale consideration payable to the Defendants in terms of the Agreement within the period stipulated in the Agreement dated 2nd August, 1988. There is no denial of receipt of this letter by the Plaintiff. The Plaintiff however vide letter dated 27th September, 1989 Ex. D-2 responded to the Defendants that photo-copies of the letters which were allegedly annexed were not received. The Plaintiff also raised an issue that the Defendants were to pay all the rates, cesses, taxes and ground rent in respect of the property to L and DO up to the date of Conveyance, so Defendants should furnish proof of payment of aforesaid dues. In response to this letter, Defendants vide letter dated 30th September 1989 Ex. The Plaintiff also raised an issue that the Defendants were to pay all the rates, cesses, taxes and ground rent in respect of the property to L and DO up to the date of Conveyance, so Defendants should furnish proof of payment of aforesaid dues. In response to this letter, Defendants vide letter dated 30th September 1989 Ex. D-4 forwarded another set of copies of all clearances to the Plaintiff through registered post. Receipt of these photocopies by the Plaintiff is proved by letter dated 7th October, 1989 Ex. D-5 written by the Advocate of the Plaintiff to the Defendants that Plaintiff was prepared for execution of the Conveyance Deed within 90 days subject to Defendants furnishing the proof of payments of all the rates taxes, ground rent, etc. After writing this letter, Plaintiff took no steps to execute the Sale Deed, did not purchase stamp papers neither offered the money nor fixed a date for execution of the Conveyance Deed. The Defendants wrote another letter to the Plaintiff on 2nd April, 1990 Ex. D-7 again reminding the Plaintiff that they had complied with all acts and deeds, which were required to be done by them in terms of the Agreement dated 2nd August, 1988 and they would be prepared to sign all other documents and papers, if required by the Plaintiff at the time of execution of Sale Deed/Conveyance Deed and they would also request the L and DO officer to mutate the property in favour of Plaintiffs clients after the registration of required Conveyance Deed and they again told the Plaintiff that this letter dated 2nd April, 1990 be treated as a notice of 90 days in terms of the paragraph/ Clause 8 of the Agreement. Along with this letter, Defendants again enclosed photo-copies of different documents i.e. letter of L and DO dated 14th March, 1990, bank draft for Rs.1,51,000 / - paid to L and DO as clearances of ground rent, taxes, etc., letter dated 23rd March, 1990 sent to L and DO, receipt of NDMC dated 21st December, 1989 for payment of house tax in respect of the property for period ending 31st March, 1990 and photo-copy of letter dated 5th January, 1990 sent by the Assistant Secretary (Taxes) of NDMC intimating that Bungalow No.8, Tolstoy Marg had been mutated in the name of the Defendants in NDMC record. Despite this letter, the Plaintiff took no steps to execute the Sale Deed neither purchased the stamp papers nor made the payment of balance consideration. For about two years when Defendants heard nothing from Plaintiff, ultimately, vide letter dated 12th February, 1992 Ex. 0-8 Counsel for the Defendants wrote to the Plaintiff the entire history of the Agreement and categorically stated that the Plaintiff had neither been ready nor willing to perform its part of contract for lack of funds. However, the Defendants may consider allowing further time for executing conveyance in case, a draft Conveyance Deed for settlement along with proof of availability of the sale consideration in the form of Bank Certificate within 10 days of receipt of letter was furnished to the Defendants. It was stated in the letter that this letter should not be interpreted that further time had been granted. Plaintiff still did not come forward. It gave no proof of funds available with it, nor asked for execution of Sale Deed, nor purchased Stamp Papers. 14. The Counsel for the Plaintiff argued that one of the tenants of the Defendants had filed a suit against the Defendants. In that suit, this Court had granted injunction to the effect that the tenant would not be dispossessed and status quo shall be maintained. Since there was an injunction against dispossessing the tenant and there was an order of maintaining status quo, this amounted to a legal impediment in conveying the property and period of limitation could not start because of this. I consider that this argument must fail. In the Agreement to Sell, it was categorically mentioned in para 02 that part of the property was in possession of different tenants; the names of tenants and the portions in their possession was specified and marked with different colors in the site plan. It was also told that vacant possession of the portions in possession of the tenants shall not be handed over by the VENDORS to the PURCHASER and PURCHASER shall himself take such steps as he may be advised to evict the said five tenants from the premises. The actual physical vacant possession was to be handed over only of the portion which was in physical occupation of the VENDORS as shown in site plan. It is apparent that at the time of entering into the Agreement, Defendants protected the rights of the tenants. The actual physical vacant possession was to be handed over only of the portion which was in physical occupation of the VENDORS as shown in site plan. It is apparent that at the time of entering into the Agreement, Defendants protected the rights of the tenants. In this view the injunction granted in the suit filed by one of the tenants against the Defendants, was not going to affect the execution of the Conveyance Deed and the only consequence of the execution of the Conveyance Deed would have been that in the pending suit filed by the tenants against the Defendants, after the Conveyance Deed Plaintiff would have got substituted as owner landlord. The injunction issued by the Court was not against sale of the property by the Defendants. The plea that pendency of suit by tenant amounted to legal impediment is baseless. The suit continued pending according to Plaintiff till 1995 and it was adjourned sine die in 1995. Adjournment of a suit sine die does not mean that suit stands terminated. The suit, therefore, continued pending even in 1995 and thereafter. It only means that according to Plaintiff, the limitation never started running and Plaintiff could press for Specific Performance of the Agreement at any time at its wish and desire. I consider that such a proposition is preposterous. Since the VENDOR agreed to sell his property at the market rate prevalent at that time, and had only to obtain certain clearances before sale of the property to the VENDEE, once he obtained clearances and gave intimation to the VENDEE that he had obtained all clearances and was ready to execute the Conveyance Deed, the VENDEE was supposed to perform his part of the contract within the time specified. Time is essence of contract in all such cases because with the passage of time the value of the property keeps on increasing and the VENDEE gains an advantage at the cost of the VENDOR while the VENDOR suffers a disadvantage day-by-day. A VENDOR does not sell his property for the sake of just selling it, he sells the property because he has some other designs in his mind i.e. either to purchase alternative property or invest the consideration somewhere else. A VENDOR does not sell his property for the sake of just selling it, he sells the property because he has some other designs in his mind i.e. either to purchase alternative property or invest the consideration somewhere else. With the passage of time, the value of the consideration fixed starts getting diminished and a VENDOR cannot be asked to wait beyond the period fixed in the agreement in receiving the consideration. That would amount to grave injustice to the VENDOR. It is for this reason that a specific time schedule is given in all Agreements to Sell of the properties within which the VENDEE is supposed to make the payment and get the property transferred in his name. If VENDEE fails to make the payment, the VENDOR has a right to forfeit the earnest money and treat the Agreement to Sell having come to an end. However, within the time limit fixed, even if the value of property increases, VENDOR is bound to honour the agreement and sell the property to the VENDEE. 15. In the present case, the Defendants have been generous enough to the Plaintiff. Defendants gave notice of obtaining of clearance certificate on 23rd September, 1989, the period of 90 days started ticking from that day. However, they sent another set of documents and requested the Plaintiff to execute the Sale Deed but Plaintiff still failed to come forward for execution of the Sale Deed/Conveyance Deed. Plaintiff just wrote a letter that he was willing to accept the Conveyance Deed and thereafter took no steps to pay the consideration and take possession, neither purchased stamp duty, nor showed that it was ready with the money in its bank. The Defendants who were widows and wanted to honour the agreement, again wrote a letter on 2nd April, 1990 in which they told that they had cleared all dues of NDMC and taxes to L and DO upto date and again asked the Plaintiff to execute the Sale Deed/Conveyance Deed. Plaintiff kept total silent thereafter and did not come forward to perform its part of the contract I consider, that limitation against the Plaintiff would start running in this case from 2nd April 1990 when Defendants finally wrote to the Plaintiff that they obtained not only all clearances but also had paid all taxes. Plaintiff kept total silent thereafter and did not come forward to perform its part of the contract I consider, that limitation against the Plaintiff would start running in this case from 2nd April 1990 when Defendants finally wrote to the Plaintiff that they obtained not only all clearances but also had paid all taxes. The suit for Specific Performance was filed on 13th March, 1995 and is miserably time barred. Though vide letter dated 12th February, 1992 Ex. D-8 Counsel for the Plaintiff gave further 10 days time to the Plaintiff to show the bank balance ready with it but Plaintiff failed to show any proof of money ready, I consider that this notice would not extend the limitation period. But even if, it is considered that this notice extended start of limitation period further by 10 days, assuming that notice was received on 15th February, 1992/10 days would expire on 25th February, 1992 and the suit was filed on 14th March, 1995 and therefore was barred by limitation. The issue is decided against the Plaintiff. Issue Nos. 3 and 6 (Whether the Plaintiff was and is always ready as well as willing to perform its part of the agreement for sale dated 2.8.1988 at the relevant timers)? -OPP) (Whether the Plaintiff is entitled to relief of specific performance and for recovery of the amount as stated in the plaint?) 16. The Plaintiffs Counsel has argued that Plaintiff had been ready and willing to perform its part of contract and this was clear from the letter Ex. D-5 dated 7th October, 1989 written by the Plaintiff whereby Plaintiff responded to the Defendants letter that Plaintiff was prepared for execution of Conveyance Deed as per the Agreement within 90 days of furnishing the proof of payments of cesses and taxes. This letter was written by the Plaintiff after 30th September letter of the Defendants whereby Defendants had again forwarded photo-copies of the documents and mentioned that photo-copies of receipts of upto date house tax and ground rent would be sent to the Plaintiff in due course. After writing this letter of 7th October, 1989 Plaintiff kept silence and did not write any letter to the Defendants. After writing this letter of 7th October, 1989 Plaintiff kept silence and did not write any letter to the Defendants. Plaintiff did not offer balance consideration to Defendants, Plaintiff did not make an inquiry when Sale Deed/Conveyance Deed was to be executed, Plaintiff did not send draft Sale Deed, did not purchase stamp duty, did not get any bank draft prepared in the name of the Defendants for sale consideration. This only shows that the Plaintiff was only paying lipservice, while actually Plaintiff was not ready to perform its part of the contract. This is also clear from the fact that on 2nd April, 1990 vide Ex D7 Defendants again wrote to the Plaintiff for execution of the Conveyance Deed and forwarded proof of payment of all taxes and dues upto 31st March, 1990 i.e. year closing. Plaintiff did not respond to this letter at all and maintained silence for about two years. Plaintiff did not take any step for payment of balance amount and conveyance of the property in its name. The only inference which can be drawn from this is that Plaintiff was not ready with the money and was not having enough funds to purchase this property. Even in trial of this case plain tiff has not examined a witness from his bank showing that at the relevant time plaintiff was possessed of funds. Neither by Bank statement or by any other mode, plaintiff proved possession of funds with it. Counsel for the Plaintiff argued that since part of the property was in occupation of the tenants and one of the tenants had been litigating with the Defendants this was the legal impediment in the way of purchasing the property and the Plaintiff was in conversation with the Defendants and Defendants had been extending time. He stated that was filed by the Defendants in the litigation with the tenant mentioned about the fact that there was an Agreement to sell between the Plaintiff and the Defendants. Had the Plaintiff not been willing to purchase the property, Defendants would not have mentioned about this agreement. The argument is misconceived. He stated that was filed by the Defendants in the litigation with the tenant mentioned about the fact that there was an Agreement to sell between the Plaintiff and the Defendants. Had the Plaintiff not been willing to purchase the property, Defendants would not have mentioned about this agreement. The argument is misconceived. Defendants in the was in the suit filed by one of the tenants had only mentioned a fact about the Agreement to Sell executed between the Defendants and the Plaintiff and the mentioning of this fact does not mean that the Plaintiff was ready and willing to perform its part of the contract. Counsel submitted that this at least shows that there was cordial relationship between the Plaintiff and Defendants. Cordial relationship does not show readiness and willingness of the Plaintiff to perform its part of the contract. The Court has to infer the readiness and willingness from the conduct of the parties and not from cordial relationship between the Plaintiff and Defendants. The conduct of the Plaintiff from 23rd September, 1989 onward when the Plaintiff was intimated about all clearances having been obtained, and it failed to perform its part of the contract and tried to prolong the time period first by raising the issue that receipts of clearances of taxes must be shown, while it was not at all necessary for the Defendants to show the clearances of all the taxes, which shows Plaintiff was not ready and willing. If the Plaintiff had to pay any tax, for the period prior to the execution of the Conveyance Deed, Plaintiff would have been at liberty to recover from the Defendants and would have deducted that much amount out of the sale consideration. The balance consideration was not a small amount. It was three crore eight lac and the dues, if any, at the most would have been a lac or two which would have been easily adjusted by the Plaintiff. This only shows that Plaintiff was not ready with the money or Plaintiff wanted to take advantage of the widow Defendants, who were corresponding with the Plaintiff of their own without the help of any advocate. This only shows that Plaintiff was not ready with the money or Plaintiff wanted to take advantage of the widow Defendants, who were corresponding with the Plaintiff of their own without the help of any advocate. They again asked Plaintiff to perform its part on 2nd April, 1990 but Plaintiff did not write to the Defendants for execution of the Conveyance Deed or about willingness of the Plaintiff to offer the money or that the Plaintiff had purchased stamp papers or that the Defendants should come to Registrar Office for execution of the Conveyance Deed for two years. It is only Defendants who again in February, 1992 through their advocate wrote to the Plaintiff giving a sort of ultimatum and when this ultimatum also failed, the earnest money was forfeited and contract was over. All along this period, the Plaintiff had kept silent therefore, it is evident from the conduct of the Plaintiff that Plaintiff had not been willing and ready to perform its part of contract. Any amount of oral submissions of the Plaintiffs willingness and readiness is an after thought. The Court has to see the conduct of the Plaintiff at the time when Defendants performed their part of the contract and had written letters to the Plaintiff. The willingness after filing of the suit is of no help to the Plaintiff. The willingness must be at the time when the period for execution of the Conveyance Deed started i.e. 90 days from intimation of having done all formalities by the Defendants. And this willingness even if counted from 2nd April, 1990 should have been within 90 days from 2nd April, 1990 but there is nothing to show that the Plaintiff was ever willing and ready to perform its part of the contract. 17. The Plaintiff had given earnest money of 42 lacs to the Defendants on 2nd August, 1988. The Defendant intimated to the Plaintiff of obtaining all clearances on 23rd September, 1989 Plaintiff raised an issue of not receiving photo-copies of payment of cesses and municipal taxes these photo-copies were supplied to him on 30th September, 1989. The Plaintiff in fact did not perform its part of the contract right from 23rd September, 1990 onwards even till February 1992 when notice was served. Defendants were willing to perform their part of contract in September, 1989. The Plaintiff in fact did not perform its part of the contract right from 23rd September, 1990 onwards even till February 1992 when notice was served. Defendants were willing to perform their part of contract in September, 1989. In December 1989, when 90 days expired and Plaintiff did not come forward, the Defendants out of the generosity served another notice of 2nd April, 1990 and gave another 90 days. They had a right to forfeit the earnest money within 90 days of 2nd April, 1990 and terminate the contract. The Plaintiff had not been ready and willing to perform his part of the contract. The Plaintiff is not entitled to specific performance of the contract. The Plaintiff is also not entitled to any damages. The forfeiture of earnest money was justified. Issue No.5 (Whether the suit is instituted by duly authorized person?) 18. Plaintiff has proved by examining PW1 that the suit was instituted by a duly authorized person. The issue is decided in favour of the Plaintiff and against the Defendants. Relief 19. In view my discussion above in respect of Issue Nos. 1,2 and 3, I hold that Plaintiff is not entitled for relief of Specific Performance and for recovery of amount. The Suit of the Plaintiff is hereby dismissed. Suit dismissed.