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by sayum
07 April 2026 8:50 AM
"Once parties accept payments and execute sale deeds beyond the agreed deadline, they waive their right to claim that time was the essence" – ruled the Andhra Pradesh High Court while dismissing a civil appeal challenging a decree of specific performance in a land sale dispute. The Division Bench comprising Justices Ravi Nath Tilhari and Maheswara Rao Kuncheam held that the repeated acceptance of sale consideration and execution of sale deeds beyond the contract deadline conclusively proves that time was not intended to be essential, even if such a clause existed in the agreement.
Specific Performance Confirmed Despite Absence of Signature – “A Party Cannot Approbate and Reprobate”: Defendant Estopped From Denying Contractual Obligation
Court dealt with a challenge to the Trial Court's decree dated 26.11.2013 in O.S. No. 46 of 2010, which had granted specific performance in respect of an Agreement of Sale dated 15.12.2008. The core issues revolved around (i) the readiness and willingness of the plaintiff, (ii) whether time was the essence of the contract, and (iii) whether specific performance could be enforced against a defendant who had not signed the agreement.
The Bench, while affirming the Trial Court’s findings, made a key declaration:
"Once a defendant has executed sale deeds and received consideration under the agreement, he cannot turn around and deny its binding nature merely because he didn't sign it."
This pronouncement squarely rejected the plea of Defendant No.1, who had sought to disown liability on the ground of non-signature despite executing two sale deeds pursuant to the agreement.
“Readiness and Willingness Proven Through Conduct, Not Mere Words” – Plaintiff Showed Financial Capacity and Intent from Day One
Addressing Section 16(c) of the Specific Relief Act, 1963, the Court observed that the plaintiff had continuously demonstrated both financial capacity and intent to complete the transaction, as shown by:
Making multiple payments both before and after the stipulated deadline of 02.04.2009;
Issuing legal notices (Ex.A9) and attending the Sub-Registrar’s office on the due date;
Tendering a balance consideration of ₹12,76,000 and keeping it ready throughout litigation;
Producing documentary evidence of 19 receipts, including those dated 02.12.2009, 02.01.2010, and 10.02.2010.
Relying on Sangitha Sinha v. Bhawana Bhardwaj, 2025 SCC OnLine SC 723, the Bench reiterated:
“Readiness refers to financial ability; willingness reflects intent. Both must be consistently demonstrated to succeed in a suit for specific performance.”
The Court held that the plaintiff’s readiness and willingness stood fully proven on the strength of oral and documentary evidence.
"Time May Be Declared Essential in Words, But Waived in Conduct": Registered Sale Deeds Executed After Deadline Expose Defendants’ Contradictions
While the agreement (Ex.A.1) stated that "time is essence of the contract", the Bench held that the behaviour of the parties post-deadline made it evident that time had been waived.
Referring to Govind Prasad Chaturvedi v. Hari Dutt Shastri, Chandi Rani v. Kamal Rani and Roque Fredrick Collasso v. Camilo Antonio Aquaviva, the Court emphasised:
“Fixing a date for performance does not make time essential unless the parties unequivocally treat it as such. Conduct of extending time or continuing to perform beyond such date waives that right.”
The Court found that the execution of two registered sale deeds (Ex.A.7 dated 06.03.2009 and Ex.A.17 dated 21.04.2009) after the stipulated deadline and the receipt of payments even till 10.02.2010 (Ex.A.29) conclusively rebutted the claim that time was the essence.
"Unilateral Cancellation Without Forfeiture Clause is Invalid in Law": Defendants’ Termination of Contract Deemed Legally Ineffectual
The Court dealt sternly with the appellants' argument that the suit was not maintainable without seeking declaration to set aside the cancellation notice (Ex.B.4 dated 02.08.2010). The Court rejected this plea on multiple grounds:
The agreement had no forfeiture clause, nor did it permit unilateral termination.
The defendants continued accepting payments even after the deadline, showing waiver of strict performance.
The plea of maintainability was never raised in written statement, trial, or even appellate pleadings, and thus could not be entertained at the appellate stage.
Quoting Satish Batra v. Sudhir Rawal and Suresh Kumar Wadhwa v. State of M.P., the Court held:
"To justify forfeiture or cancellation, the contract must expressly allow it. Unilateral cancellation without such clause is legally unsustainable and cannot terminate contractual obligations."
“A Party Who Accepts Benefits Under a Contract Cannot Later Challenge It”: Defendant No.1 Bound Despite No Signature on Agreement
One of the most crucial findings of the Court related to Defendant No.1, who never signed the Agreement of Sale (Ex.A.1) but nonetheless accepted consideration and executed two registered sale deeds. The Court invoked the principle of approbate and reprobate, holding:
"Once a party knowingly receives consideration and benefits under a contract, he is estopped from denying its validity merely on technical grounds."
The Bench noted that Defendant No.1 executed sale deeds on 06.03.2009 and 21.04.2009 (Ex.A.7 and Ex.A.17), which would not have been possible without awareness and acceptance of the agreement terms. This conduct, in the Court’s view, estopped him from denying liability under Ex.A.1.
“Denial of Readiness and Willingness Must Be Specific – Blanket Denials Are No Denials At All”: Court Invokes Order VIII Rule 5 CPC
Another important procedural point emerged when the Court held that the defendants had failed to specifically deny the plaintiff's plea of readiness and willingness in their written statement. Invoking Order VIII Rule 5 CPC, the Bench ruled:
“Where a fact is not specifically denied, it shall be taken to be admitted. Denial for want of knowledge is no denial at all.”
The Court criticised the defendants for failing to dispute paragraph 12 of the plaint, which contained a clear assertion of readiness and willingness.
Appeal Dismissed – Decree for Specific Performance Upheld
In a final verdict, the Andhra Pradesh High Court dismissed the appeal and affirmed the Trial Court’s decree dated 26.11.2013 in O.S. No. 46 of 2010. The plaintiff was granted one month to pay the remaining sale consideration of ₹12,76,000. Upon such payment, the defendants were directed to execute the registered sale deed within two months, failing which the plaintiff may pursue execution through legal process.
Date of Decision: 26th September 2025
