JUDGMENT 1. THE present Appeal from Order has been filed by the appellants-original plaintiffs for the prayer that the order passed by the learned City Civil Judge, City Civil Court, Ahmedabad, below Exh. 6/7 dated 19.7.2011 may be quashed and set aside and the injunction as prayed for may be granted on the grounds set out in the Memo of the Appeal, inter alia, that the order passed by the learned Judge suffers from improper reading of sec. 14(1)(c) and sec. 41(e) of the Specific Relief Act. It is also contended that the learned Judge has erred in reading and construing the provisions of the agreement of contract, particularly clause-18 of the agreement to sell/banakhat. 2. LEARNED Sr. Counsel Shri Mihir Joshi appearing with learned advocate Mr. N.K. Raval for the appellants referred to the agreement to sell/banakhat which is produced at page 20 of the paper-book and pointedly referred to clause 18 thereof and submitted that the time was not the essence of contract. Learned Sr. Counsel Shri Mihir Joshi, therefore, submitted that the court is required to consider whether the time is essence of the contract. He also submitted that if the time is not of essence of the contract as could be seen from the facts, then, whether unilateral cancellation of the said agreement to sell/banakhat is justified. He also referred to the document of cancellation dated 6.1.2011 and submitted that if the time was of essence of the contract, the respondents should have prayed to cancel the contract as soon as the time was over as stated in clause 16 read with clause 1 of the agreement. However, admittedly, the time was allowed to pass and even after six months it remained in existence and therefore since cancellation is not made on expiry of the period as mentioned in the agreement to sell/banakhat in the year 2007, and it remained valid till the cancellation of the agreement to sell/banakhat in the year 2011, it is arbitrary and illegal. Learned Sr. Counsel Shri Mihir Joshi submitted that the moot question which is required to be considered is whether it is open to a party to unilaterally cancel an agreement to sell/banakhat in the year 2011 though the stipulated time in the agreement to sell/banakhat was six months and the the party could have exercised of option of cancellation immediately thereafter in the year 2007. He submitted that in spite of cancellation the the agreement, when the agreement to sell/banakhat remained in force during all this period, whether such unilateral cancellation of agreement to sell/banakhat is permissible when there is no default made by the appellants herein. 3. LEARNED Sr. Counsel Shri Mihir Joshi referred to the agreement to sell/banakhat and various clauses and strenuously submitted that as provided in the agreement to sell/banakhat, necessary permissions were required to be obtained and, as stated in the recitals, one person, Gaurang Buch, was given such job and on his getting necessary permission regarding conversion into residential zone (zoning certificate), the payment was to be made, and as that event has not occurred, there is no default committed by the appellants and, therefore, the respondents could not have unilaterally cancelled the agreement to sell/banakhat. Learned Sr. Counsel Shri Mihir Joshi also submitted that the party who commits the breach of contract cannot take advantage of its own wrong and as the necessary permission could not be obtained and he allowed the agreement to sell/banakhat to remain in force for some time, he cannot unilaterally cancel the contract inasmuch as it would amount to allowing the party to take advantage of its own wrong. 4. LEARNED Sr. Counsel Shri Mihir Joshi has referred to and relied upon the judgment in the case of Swarnam Ramachandra (Smt) and anr. v. Aravacode Chakungal Jayapalan, reported in (2004) 8 SCC 689 , and submitted that unless there is gross default which entitles the other party to rescind or cancel the agreement, such unilateral cancellation is not permissible. Again, he emphasised that if the time is not the essence of contract and when the agreement to sell/banakhat remained in force, the respondents could not have cancelled the agreement to sell/banakhat unilaterally. He also submitted that when the time is allowed to pass even after the time which is stipulated in the contract, time is not the essence of the contract. He further submitted that it implies that in spite of the time limit, it is permissible to reschedule even if there is such a stipulation in the agreement and time is not the essence of the contract. 5. IN support of his submission, learned Sr. He further submitted that it implies that in spite of the time limit, it is permissible to reschedule even if there is such a stipulation in the agreement and time is not the essence of the contract. 5. IN support of his submission, learned Sr. Counsel Shri Mihir Joshi has referred to and relied upon the judgment of the Hon'ble Apex Court in the case of N. Srinivasa v. Kuttukaran Machine Tools Ltd., reported in (2009) 5 SCC 182 . He has also referred to the judgment in the case of Madhya Pradesh Housing Board v. Progressive Writers and Publishers, reported in (2009) 5 SCC 678 , and submitted that the agreement could be terminated provided that it is so imperative to terminate the agreement which justifies such cancellation of contract. 6. LEARNED Sr. Counsel Shri Mihir Joshi has also referred to and relied upon the judgment of the Hon'ble Apex Court in the case of Silvey and ors., v. Arun Varghese and anr., reported in (2008) 11 SCC 45 , and also the judgment reported in (2006) 5 SCC 340 in the case of Panchanan Dhara and ors. v. Monmatha Nath Maity (dead) through LRs and anr. He pointedly referred to the observations made in Para 21, 22 and 23 and emphasised the observation, "In a suit for specific performance of contract in respect of any immovable property, time would ordinarily not be the essence of the contract......" Learned Sr. Counsel Shri Mihir Joshi submitted that when there are reciprocal obligations provided in the agreement and when both the parties are required to perform their sides, unilateral cancellation is not justified. He again submitted that though the stipulation regarding time is mentioned, it was never an essence of the contract, and in fact by conduct of the parties, it suggests that it is implied that it is extended and therefore the trial court has committed an error in appreciating the sequence of events particularly from April, 2008 to 2011. Learned Sr. Counsel Shri Mihir Joshi submitted that the readiness and willingness of the parties to perform his part of the obligation is required to be gathered or considered from the facts and circumstances for which he referred to the papers and also the impugned order. Learned Sr. Counsel Shri Mihir Joshi submitted that the readiness and willingness of the parties to perform his part of the obligation is required to be gathered or considered from the facts and circumstances for which he referred to the papers and also the impugned order. He referred to the impugned order at page 56 and particularly paras 9, 10 and 11 and submitted that the learned Judge has failed to construe and has misread the provisions of the agreement to sell/banakhat. He emphasised that the conduct of the parties is also required to be considered. 7. LEARNED Sr. Counsel Shri Saurabh Soparkar appearing with learned advocate Mr. Ajit Thakore for the respondents has submitted that what is required to be focused is irrespective of the fact whether time is of essence of the contract and whether the default ha been committed or attributed to the appellants, what is required to be considered is the provisions of the agreement to sell/banakhat. He submitted that if the parties have mutually agreed by stipulation in the agreement to sell/banakhat in respect of certain needs which clearly provide an absolute right to one of the parties to cancel the contract, such an option can be exercised at any stage irrespective of any failure or default by the other side or any other circumstances. 8. LEARNED Sr. Counsel Shri Soparkar referred to the agreement to sell/banakhat in detail to emphasize his submissions and submitted that as rightly submitted, the entire agreement to sell/banakhat has to be read as a whole and, as could be sen from the recitals, it is evident that the time-limit was fixed during which the transaction was to be completed, which again depended upon the clearance from different agencies. Therefore, it is specifically mentioned that it is beyond the control and in case there is no such clearance about the zoning is obtained, the time-limit of the agreement to sell/banakhat shall not be extended. He referred to clause 6 of the agreement. Similarly, he pointedly referred to clauses 17, 18 and 19. He submitted that clause 18 clearly stipulates that the period of the agreement to sell/banakhat is limited during which necessary permission for the zoning should be obtained and for some circumstances if it is not obtained, then the option/right was reserved to the respondents to cancel the agreement to sell/banakhat. Similarly, he pointedly referred to clauses 17, 18 and 19. He submitted that clause 18 clearly stipulates that the period of the agreement to sell/banakhat is limited during which necessary permission for the zoning should be obtained and for some circumstances if it is not obtained, then the option/right was reserved to the respondents to cancel the agreement to sell/banakhat. He emphasized this part and submitted that the parties by mutual agreement have agreed that one of the parties like the respondents will have the option to unilaterally cancel the contract after the stipulated period. Further, he submitted that it has been specifically stated in clause 18 itself that after the period of 7 months specific performance of the agreement to sell/banakhat could not be asked for, meaning thereby, it was understood between the parties that on expiry of the stipulated period, specific performance of the contract cannot be claimed and therefore the appellants are estopped from raising any such contention and cannot claim any benefit under the agreement to sell/banakhat once having agreed and accepted about the terms and conditions of the agreement to sell/banakhat. Learned Sr. Counsel Shri Soparkar has further submitted that clause 19 also refers to other eventualities that even after the zoning certificate is obtained and there is a default in payment of the consideration, then, in that case, the amount could be forfeited, which is paid towards part payment. Otherwise, it is agreed that the amount is to be refunded. He therefore submitted that the party should be bound by the terms of the contract and when they have mutually decided and agreed, there is no reason why the terms of the agreement to sell/banakhat should not be honoured and prevailed. 9. LEARNED Sr. Counsel Shri Soparkar has submitted that in similar circumstances the Hon'ble Apex Court has made the observations in a judgment in the case of Her Highness Maharani Shantidevi P. Gaikwad v. Savjibhai Haribhai Patel and ors., reported in AIR 2001 SC 1462 , and he pointed referred to the observatin, "......Mr. 9. LEARNED Sr. Counsel Shri Soparkar has submitted that in similar circumstances the Hon'ble Apex Court has made the observations in a judgment in the case of Her Highness Maharani Shantidevi P. Gaikwad v. Savjibhai Haribhai Patel and ors., reported in AIR 2001 SC 1462 , and he pointed referred to the observatin, "......Mr. Nariman, however, relying on clauses (17) and (4) of the agreement and Section 9 of the Indian Contract Act, contended that there is an express provision giving right to the parties to terminate the agreement and that the said right was exercised before delivery of possession to the plaintiff and there is thus no question of applicability of Section 202 of the Indian Contract Act....." He has also referred to the observations made in paras 48, 49 and 50 and submitted that when the parties have mutually agreed and accepted in no uncertain terms, there is no question of gathering any intention of the parties. He has also referred to the provisions of the Contract Act, particularly sec. 31 of Mulla's 'Indian Contract and Specific Relief Acts', 10th Edn., in support of his submission. 10. LEARNED Sr. Counsel Shri Soparkar submitted that the learned Judge has considered all aspects in detail and it cannot be said that the impugned order is erroneous. In rejoinder, learned Sr. Counsel Shri Mihir Joshi referred to the provisions of the Specific Relief Act and particularly sections 14(1)(c), 41(e) and submitted that it depends on the contract. He emphasized that as provided in sec. 14(1)(c), if the contract which is in its very nature determinable, then it could be terminated. He therefore submitted that the court is required to consider the intrinsic character of the agreement to sell/banakhat, whether it is determinable or not which has to be considered with reference to the conduct of the parties, sequence of events and other circumstances. 11. LEARNED Sr. Counsel Shri Joshi submitted that the present Appeal from Order may be admitted and the injunction as prayed for in the Civil Application may be granted which would otherwise cause prejudice to the appellants. 12. IN view of the rival submissions, it is required to be considered whether the present Appeal from Order can be entertained and whether the impugned order calls for any interference or not. There is no quarrel with regard to the submissions made by learned Sr. 12. IN view of the rival submissions, it is required to be considered whether the present Appeal from Order can be entertained and whether the impugned order calls for any interference or not. There is no quarrel with regard to the submissions made by learned Sr. Counsel Shri Joshi that the agreement to sell/banakhat has to be read as a whole or the clauses have to be read in the context of the entire agreement. At the same time, it is well-accepted that the very law of contract clearly provides that when the parties have mutually agreed and accepted by reducing the terms of the contract in a particular manner, it has to be read as it is and when they have accepted mutually the respective obligations or the rights it has to be accepted and/or respected. Therefore, there is no reason for the court to add anything to read into the clauses of the agreement when it is otherwise unambiguous and clear. 13. FURTHER, for the purpose of the present controversy, as could be seen from the recitals in the agreement to sell/banakhat, the parties had agreed for the transaction within a stipulated period subject to compliance of certain requirements like zoning certificate etc. It is also evident that a stipulation in the form of clause 18 clearly provides that if the zoning certificate is not obtained for whatever reasons beyond control of the parties, then, a right is reserved to the respondents to unilaterally cancel the agreement to sell/banakhat. Further, it is clearly stipulated that after the period of seven months specific performance of the agreement to sell/banakhat could not be claimed. 14. THEREFORE, if learned Sr. Counsel Shri Joshi has emphasized on this clause 18, then it has to be read as a whole, which clearly provides that specific performance of the agreement to sell/banakhat cannot be claimed after 7 months. Again, it is dependent on fulfillment of the conditions like zoning certificate. Merely because one of the parties like the respondents having the option to cancel the agreement to sell/banakhat did not exercise the option for some time by itself would not be a ground to claim that the time for the performance was impliedly extended, and by reading such implication specific stipulation in the agreement to sell/banakhat should be ignored. If the submission of learned Sr. If the submission of learned Sr. Counsel Shri Joshi is accepted, it would amount to venturing into gathering the intention of the parties and also reading into a contract something which is not provided in the name of implications or the implied agreement ignoring the specific stipulation which has been reduced to writing by the parties themselves. It is also required to be mentioned that clause 19 further clearly provides for an eventuality where a default is committed even after the zoning certificate is obtained that in that case when the default is committed by one of the parties, namely, the appellants herein, the amount will be forfeited. Therefore, it provides for separate terms and conditions for eventualities which will follow after stipulated period of 7 months. It is in these circumstances, the emphasis given by learned Sr. Counsel Shri Joshi on the aspect that the time was not of the essence of the contract would not be of much assistance or relevance. It is required to be mentioned that accepting that the stipulated time for the agreement to sell/banakhat was 7 months and thereafter it remained in force right up to the year 2011 when it was sought to be cancelled by the respondents, it cannot be read as a wager or any kind of stipulation which negates the specific right conferred and agreed between the parties that the respondents will have the right of unilateral cancellation of the agreement to sell/banakhat after the period of 7 months. Further, it is provided that the specific performance of the contract could not be claimed after 7 months. 15. THUS, as it transpires, the parties had agreed mutually that the transaction may be over within 7 months and in case it has not happened and if that eventuality has not occurred what would be consequence that would follow has been agreed upon, meaning thereby, it is clearly provided that after 7 months if the zoning certificate is not obtained, the contract would come to an end and the amount would be refunded. It is also provided that if the zoning certificate is obtained within the stipulated period of the agreement to sell/banakhat that is 7 months, and thereafter if any default is committed by the appellants herein, the amount will be forfeited and the agreement to sell/banakhat would be cancelled. 16. It is also provided that if the zoning certificate is obtained within the stipulated period of the agreement to sell/banakhat that is 7 months, and thereafter if any default is committed by the appellants herein, the amount will be forfeited and the agreement to sell/banakhat would be cancelled. 16. IN the facts of the present case, therefore, though there is no default attributed to the appellants, the fact remains that the eventuality of obtaining zoning certificate within the stipulated period has not occurred, which was also anticipated by the parties and it has been reduced in the form of writing in the agreement itself that in such an eventuality the contract could be terminated at the option of one of the parties, that is, the respondents herein. Further, it was also specifically stipulated that specific performance thereafter could not be claimed. It is in these circumstances, the submissions made by learned Sr. Counsel Shri Joshi referring to the fact whether the time is of essence of the contract, conduct of the parties and the submission that intention has to be gathered and the fact that time was not of the essence of the contract and by necessary implication it was extended, will be without any merit. A useful reference can be made to the observations made in the judgment reported in Her Highness Maharani Shantidevi P. Gaikwad (supra) which has been pointedly referred to by learned Sr. Counsel Shri Soparkar. This aspect has been clearly provided and dealt with in the said judgment. It has been observed, "Under general law of contracts any clause giving absolute power to one party to cancel the contract does not amount to interfering with the integrity of the contract. The acceptance of the argument regarding invalidity of contact on the ground that it gives absolute power to the parties to terminate the agreement would also amount to interfering with the rights of the parties to freely enter into the contracts. A contract cannot be held to be void only on this ground. The acceptance of the argument regarding invalidity of contact on the ground that it gives absolute power to the parties to terminate the agreement would also amount to interfering with the rights of the parties to freely enter into the contracts. A contract cannot be held to be void only on this ground. Such a broad proposition of law that a term in a contract giving absolute right to the parties to cancel the contract, is itself enough to void it cannot be accepted." Further, the very nature of the contract by which the parties have stipulated and agreed has to be honoured and accepted and there is no scope for the court to add or imply something which is not there. Further, when there is a specific clause providing an option to one of the parties to cancel the agreement unilaterally, it cannot be ignored when the parties themselves have agreed and accepted such a stipulation in the agreement to sell/banakhat. 17. IT is in these circumstances, the reliance placed on sec. 14(1)(c) that it has to be considered depending upon the nature or intrinsic character of the agreement, also cannot be accepted. 18. THEREFORE, the present Appeal from Order deserves to be dismissed and accordingly stands dismissed. In view of the order passed in the Appeal from Order, the Civil Application would not survive and it stands disposed of accordingly. (Rajesh H. Shukla, J.) Further ORDER After the order was pronounced, learned Advocate Mr. Nikunt K. Raval for the appellants requested for stay of the operation of the order to enable the appellants to approach the Hon'ble Apex Court stating that the interim order has already been operating and therefore some time may be granted. Learned Advocate Mr. Atit D. Thakore for the respondents has objection. In the facts and circumstances, as the interim order had remained in operation, the interest of justice would be served if the operation of the order is stayed for a period of four weeks to enable the appellants to approach the Hon'ble Apex Court.