Corporate authority and documentary proof were essential to enforce the alleged oral sale of company property.

An alleged oral agreement to sell company property was not enforceable where no board or general body resolution, ratification, or other corporate authority was proved. Alleged cash, draft, and cheque payments were rejected for want of receipts, account books, bank proof, or other contemporaneous documentary evidence, and adverse inference was drawn from non-production of the plaintiffs' records. As no concluded contract or proved payment was established, specific performance was refused, and the claims for refund and a charge over the property also failed.

---

---

Issues: (i) Whether an alleged oral agreement for sale of the company's property was proved and was binding on the company in the absence of any authorising resolution; (ii) whether the alleged cash payments, drafts and cheques towards earnest money and consideration were proved; and (iii) whether the plaintiffs were entitled to specific performance, refund of money, or a charge on the suit property.

Issue (i): Whether an alleged oral agreement for sale of the company's property was proved and was binding on the company in the absence of any authorising resolution.

Analysis: The evidence showed that the suit premises belonged to the company and that no resolution of the board or general body authorised the directors or the connected firm to sell the property. Mere participation by directors in discussions or a request to meet another director did not establish authority to contract on behalf of the company. In the absence of proof of ratification or a duly constituted corporate decision, the alleged oral arrangement could not be treated as a binding concluded contract against the company.

Conclusion: The alleged oral agreement was not proved as a binding contract on the company.

Issue (ii): Whether the alleged cash payments, drafts and cheques towards earnest money and consideration were proved.

Analysis: The alleged payments were unsupported by receipts, acknowledgements, account books, bank evidence, counterfoils, or other contemporaneous documentary proof. The witnesses' versions were found unreliable and inconsistent with normal business practice, especially where large cash payments were said to have been made without documentation. An adverse inference was warranted from the non-production of the plaintiffs' account books, and the tender of drafts and cheques was likewise not satisfactorily established.

Conclusion: The plaintiffs failed to prove payment of earnest money or further consideration.

Issue (iii): Whether the plaintiffs were entitled to specific performance, refund of money, or a charge on the suit property.

Analysis: As no concluded and enforceable contract was proved, and as the plaintiffs had themselves demanded refund in their notice rather than insisting on performance, readiness and willingness was not established. In the absence of proof of payment, the claim for refund also failed, and no basis remained for creating a charge over the property.

Conclusion: The plaintiffs were not entitled to specific performance, refund, or a charge.

Final Conclusion: The suit failed in its entirety and was dismissed without costs.

Ratio Decidendi: An alleged oral agreement for sale of a company's immovable property is not enforceable against the company unless corporate authority or ratification is proved, and large alleged monetary payments must be supported by reliable contemporaneous evidence; failing that, specific performance and ancillary monetary relief cannot be granted.

---