Courts Cannot Rewrite Contracts Where Parties Have Failed to Clearly Define Property Terms: Punjab & Haryana High Court Dismisses Appeal in Specific Performance Suit

“Vague Agreements Cannot Be Enforced”, In a judgment of considerable relevance to contract and property law, the Punjab and Haryana High Court upheld the first appellate court’s decision to dismiss a suit for specific performance on the ground that the agreement to sell lacked sufficient clarity about the identity of the land, rendering it unenforceable under Section 29 of the Indian Contract Act, 1872.

Justice Deepak Gupta, presiding over the Regular Second Appeal in the matter titled Mahabir Singh (deceased) through LRs v. Dharambir Singh (deceased) through LRs and Others, held that “an agreement lacking essential particulars concerning the identity of the property is uncertain and unenforceable.” The Court also rejected the appellant’s alternate plea for partial performance of the contract, emphasizing that “courts cannot rewrite contracts or infer terms not agreed upon between the parties.”

“Purchasers Were Bona Fide and Exercised Due Diligence” – Court Applies Section 41 TPA

The dispute stemmed from a suit filed by Mahabir Singh seeking specific performance of an agreement allegedly executed by his brother, Dharambir Singh, on 21 October 1989 (Ex.P1), for the sale of 9.5 acres of agricultural land, a residential house, and a Gher in Village Gochhi, District Rohtak. The plaintiff claimed that ₹20,000 was paid as earnest money and the sale deed was to be executed on 15 June 1990.

When the vendor failed to appear, the plaintiff allegedly discovered that 32 Kanals of the land had already been sold on 28 May 1991 to defendants 2 to 4 by way of a registered sale deed for ₹1.6 lakh. The trial court had decreed the plaintiff’s suit, holding the agreement as proved and the subsequent purchasers as not bona fide. However, the appellate court reversed this decision, leading to the present second appeal.

The High Court affirmed the appellate court's view that the subsequent purchasers were bona fide transferees for value without notice, entitled to the protection of Section 41 of the Transfer of Property Act, 1882.

The Court found that the purchasers had relied on revenue records (Jamabandi and mutations) that showed no encumbrance or prior agreement. “There was no entry, remark, or suspicious circumstance that could have put the purchasers on inquiry,” the Court said, adding that “they exercised the diligence expected of a prudent buyer.”

“Specific Performance Is an Equitable Relief – It Must Meet the Test of Certainty and Clarity”

While the Court agreed with the trial court and appellate court that the execution of the agreement (Ex.P1) had been sufficiently proved through witnesses and expert evidence, it held that this did not entitle the plaintiff to relief as a matter of right.

The Court observed that the agreement was not on proper stamp paper, lacked a clear description of the land (no khasra numbers, khewat/khatauni, or boundaries), and was riddled with inconsistencies. Most notably, the agreement referred to 9.5 acres, whereas the plaint claimed 59 Kanals 3 Marlas—approximately 7.4 acres—without offering any explanation for the discrepancy.

The judgment stated: “Specific performance is not a matter of course; it is an equitable remedy. Courts cannot invoke oral evidence or conjecture to clarify an agreement where parties have failed to define their contract in concrete terms. Where identity of the subject matter is vague, the contract becomes void under Section 29 of the Indian Contract Act.”

Justice Deepak Gupta cited several precedents, including Surjit Singh v. Manohar Lal, Bhagwan Singh v. Nawab Mohammad Iftikhar Ali Khan, and Megh Raj v. Subhash Rani, to affirm that courts must refrain from enforcing contracts that are uncertain and inherently incapable of execution.

“Failure to Disclose Full Land Details Is Fatal” – Section 29 Contract Act Renders Agreement Void

The Court ruled that the absence of identifiable particulars such as plot numbers or boundaries made it impossible to ascertain what property was being sold, stating: “The agreement Ex.P1 suffers from incurable vagueness and is therefore incapable of enforcement, either wholly or partly. Even the plea to grant specific performance of the remaining land, excluding that sold to defendants 2 to 4, must fail. Courts cannot guess or fill in blanks in a contract.”

The Court also addressed the plaintiff's allegation of collusion between the vendor and vendees, but declined to entertain it further, noting that even assuming the agreement was genuine, it could not override the rights of bona fide purchasers or compensate for the uncertain nature of the document.

“Adverse Inference Against Defendant No.1 Warranted but Insufficient” – Section 114(g) Invoked

Defendant No.1 did not contest the suit and remained ex parte, which justified an adverse inference under Section 114(g) of the Indian Evidence Act, according to the Court. However, even with the presumption that the agreement was executed, the plaintiff could not be granted relief due to legal defects in the agreement itself and third-party rights.

Appeal Dismissed, Decree of Appellate Court Affirmed

In conclusion, the High Court upheld the appellate court’s judgment dismissing the suit for specific performance, ruling that both due diligence by the purchasers and the inherent vagueness in the sale agreement were fatal to the plaintiff’s case.

“The findings regarding the bona fide status of defendant Nos.2 to 4 and the unenforceability of the agreement Ex.P1 due to inherent vagueness are legally sound and supported by both precedent and principle. The plea for partial specific performance is equally untenable.”

Accordingly, the appeal was dismissed, and the judgment dated 26.10.1995 of the First Appellate Court was affirmed.

Date of Decision: 08.12.2025