Insistence on Impossible Term Reflects Absence of Readiness: Bombay High Court Denies Specific Performance for Delay and Inflexibility

“Plaintiff’s insistence on a condition neither legally necessary nor possible to be performed indicates lack of willingness to complete the transaction” —  Bombay High Court upholding concurrent findings by two lower courts that the plaintiff had failed to prove continuous readiness and willingness to perform his obligations under a real estate agreement. Justice N. J. Jamadar, sitting in civil appellate jurisdiction, held that the plaintiff’s insistence on an unnecessary contractual condition—obtaining consent of a cooperative housing society which was not legally required—reflected a lack of bona fide intent to complete the transaction, and that mere compliance with limitation does not insulate against equitable considerations like delay and inaction.

"Delay May Still Defeat Specific Performance Even If Suit is Within Limitation"

The High Court reaffirmed a critical proposition in specific performance jurisprudence: even where a suit is instituted within the statutory limitation under Article 54 of the Limitation Act, courts may refuse relief if the plaintiff's conduct is inconsistent with prompt and willing execution of the contract. “Even if the delay does not exceed the stipulated period of limitation… in a given fact-situation, the length of delay bears upon the exercise of discretion,” observed Justice Jamadar, relying on Supreme Court precedents including K.S. Vidyanandam v. Vairavan and Motilal Jain v. Ramdasi Devi.

Agreement to Sell Flat Terminated Due to Plaintiff’s Inaction

The dispute arose out of a registered agreement dated 2007 between the plaintiff Amit Vijay Bhatewara and the defendants for the sale of a flat in Pune for ₹50 lakhs. After initially paying ₹1 lakh, the plaintiff made a further payment of ₹30 lakhs, which was later refunded following the defendants' inability to secure a no-objection certificate (NOC) from Tridal Cooperative Society. A supplementary agreement was executed acknowledging the refund and deferring the sale until consent was obtained.

However, despite knowing that such NOC was not a legal prerequisite, the plaintiff failed to take any steps to complete the transaction or to pay the balance ₹49 lakhs. When the defendants issued termination notices in April 2008, citing delay and financial hardship, the plaintiff remained silent until March 2010, when a legal notice was finally issued. A suit for specific performance was filed thereafter in October 2010.

The Trial Court and the District Judge rejected the suit on grounds of lack of readiness and willingness, and the High Court upheld their findings.

At the core of the appeal was the plaintiff’s contention that he was always willing and ready to perform his part and that delay alone cannot be fatal if the suit is within limitation. The High Court, however, dissected the facts and emphasized that delay is not merely a procedural issue but a substantive factor in assessing the equitable relief of specific performance.

Justice Jamadar noted, “The plaintiff could not have insisted for the performance of the said condition, which was neither necessary for the completion of the transaction nor possible to be performed… In a sense, the plaintiff insisted for performance of an impossibility.”

The Court further held that the acceptance of the refund of ₹30 lakhs in 2007, and the failure to respond meaningfully to the termination letters in April 2008, belied any real intention to complete the sale.

"No Substantial Question of Law Merely Because Another View is Possible"

Rejecting the appellant’s claim that the lower courts had misconstrued evidence and misapplied legal principles, the High Court held that appreciation of readiness and willingness, based on conduct and evidence, does not by itself raise a substantial question of law warranting interference under Section 100 of the Code of Civil Procedure.

“Findings based on conduct, delay and insistence on non-essential condition — no perversity or misreading of evidence warranting interference in second appeal,” the Court observed, aligning its view with long-established precedents such as Chand Rani v. Kamal Rani, Bismillah Begum v. Rahmatullah Khan, and Saradamani Kandappan v. S. Rajalakshmi.

₹1 Lakh Refund Directed

Although the appeal was dismissed, the Court directed the defendants, on their consent, to refund the earnest amount of ₹1,00,000/- within four weeks, noting this was done without prejudice to the rights and contentions of the parties.

The Court also declined the appellant’s plea to maintain status quo.

The judgment reinforces the principle that a litigant seeking specific performance must not only file suit within the limitation period but also demonstrate an unbroken line of conduct indicative of genuine willingness to complete the transaction. Any rigid insistence on contractual terms that are either impossible or unnecessary may signal a lack of intention to perform, thus disqualifying the plaintiff from equitable relief.

Date of Decision: 28 January 2026