Authority: High Court of Delhi

Order Date: 06 July 2026

Case Overview

  • Appellants: Shri Gourave Gupta (individual) and M/s La Mode Fashions Pvt. Ltd. (private limited company, represented by its director Shri A.K. Gupta) filed Regular First Appeals (RFA 729/2018 and RFA 730/2018) against respondents Mrs. Laxmi Rohra & Anr. (joint owners of the suit properties) represented by Mr. Sanjeev Anand, Sr. Adv.
  • Under two separate Agreements to Sell dated 18 Aug 2005, each appellant agreed to purchase a shop (61.6 sq yds. and 70 sq yds. + 100 sq ft. mezzanine) for Rs 84,00,000/‑, paying an advance of Rs 9,00,000/‑ per agreement (Rs 5,00,000/‑ by two cheques and Rs 4,00,000/‑ in cash).
  • Clause 2 required payment of the balance Rs 75,00,000/‑ and delivery of vacant possession on or before 31 Dec 2005. Clause 3 stipulated that failure to pay the balance would cancel the agreement and forfeit the advance; conversely, if the vendors failed to deliver possession, the vendee could claim double the advance and seek specific performance.
  • On 02 Dec 2005 the respondents asked for an extension; the appellants allegedly endorsed the agreements to extend the deadline to 28 Feb 2006 and sent a Legal Notice on 25 Feb 2006 enclosing photocopies of Pay Orders (No 132190 and 132194 dated 22 Feb 2006 for Rs 37,50,000/‑ each) as proof of readiness to pay the balance.
  • The Trial Court (Additional District Judge‑02, Tis Hazari Courts) dismissed both suits on 26 July 2018, holding that the alleged extension was not proved, time was of essence, the appellants were not ready and willing, and therefore the advance amounts were forfeited.
  • The High Court granted status‑quo on 31 Aug 2018, made it absolute on 10 Dec 2019, and heard the appeals.

Findings and Analysis

  • Issue of Extension (Issues 4 & 5): The Court examined the signatures on the blank portion of the agreements. It held that Mr. Kamal Rohra, son of Mrs. Laxmi Rohra, had no authority (no Power of Attorney, not a co‑owner) to bind his mother; the signatures were therefore invalid, and no valid extension to 28 Feb 2006 could be established.
  • Time as Essence (Issue 6): Although the appellants argued time was not of essence, the Court accepted the trial court’s view that the explicit deadline of 31 Dec 2005, reinforced by the parties’ loan and mortgage circumstances, made time of the essence. Consequently, the original deadline stands.
  • Readiness and Willingness (Issue 7): The Court scrutinised cross‑examinations. Both Shri A.K. Gupta and Shri Gourave Gupta admitted they had no written notice of readiness before 31 Dec 2005, lacked sufficient funds in their bank accounts, and could not produce the alleged Pay Orders or drafts. The Court concluded the appellants failed to satisfy the statutory requirement of continuous readiness and willingness under Section 16(c) of the Specific Relief Act.
  • Specific Performance & Injunction (Issues 8 & 9): Because the appellants could not prove readiness, willingness, or financial capacity, and because the agreements were deemed cancelled due to non‑payment within the stipulated time, the Court found no basis to grant specific performance or a permanent injunction.
  • Maintainability (Issue 10): The trial court correctly held the suits maintainable; no separate declaration of termination was required as Clause 3 expressly provided for cancellation and forfeiture.

Final Outcome

  • The High Court dismissed both appeals, upholding the trial court’s judgments and decrees dated 26 July 2018.
  • No specific performance, no permanent injunction, and the forfeiture of the Rs 9 L advance per property remain in effect.

Topics: Specific Performance, Real Estate Sale, Contract Law