Article 54 limitation and company authority principles sustained enforceability of a specific performance agreement.

Limitation for specific performance under Article 54 runs from the date fixed for performance, or where performance time is extended by the parties' conduct, from the date of refusal; on the stated facts, the suit was within time. A company can be bound by a sale agreement executed by its directors where express or implied authority and corporate assent are shown, and the absence of a formal resolution or seal does not by itself defeat enforceability. The challenge based on uncertainty under section 29 was unavailable on the record and the agreement was not treated as vague. The decree for specific performance was therefore sustained.

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Issues: (i) Whether the suit for specific performance was barred by limitation under Article 54 of the Limitation Act, 1963. (ii) Whether the agreement for sale was unenforceable for want of compliance with sections 46 and 48 of the Companies Act, 1956 and whether the agreement was void for uncertainty under section 29 of the Indian Contract Act, 1872.

Issue (i): Whether the suit for specific performance was barred by limitation under Article 54 of the Limitation Act, 1963.

Analysis: The period under Article 54 begins from the date fixed for performance, and where no such effective date governs the contract, from the date when the plaintiff has notice of refusal. On the findings recorded by the courts below, the period for performance had been extended by the conduct and correspondence of the parties, and the contract remained subsisting until refusal was conveyed. The plea that limitation should run from perfection of title was not raised below and was unsupported by the agreement as construed by the courts. Time in a contract for sale of immovable property was treated as not of the essence on these facts.

Conclusion: The suit was not barred by limitation and the finding is in favour of the respondent.

Issue (ii): Whether the agreement for sale was unenforceable for want of compliance with sections 46 and 48 of the Companies Act, 1956 and whether the agreement was void for uncertainty under section 29 of the Indian Contract Act, 1872.

Analysis: Section 46 regulates the mode in which a company may enter into contracts and bind itself through persons acting with express or implied authority. Section 48 concerns execution of deeds through authorized persons. The agreement had been executed by the directors on behalf of the company, later correspondence showed corporate assent, and the company never disputed execution or binding effect before the trial court. The absence of a formal resolution or seal did not, on these facts, invalidate the contract. The plea of uncertainty under section 29 was also unavailable as the issue had not been raised below and the agreement was not found vague on a plain reading.

Conclusion: The agreement was enforceable against the company and the challenge fails, in favour of the respondent.

Final Conclusion: The appeal did not disclose any legal infirmity in the decree for specific performance, and the concurrent findings on limitation and enforceability were sustained.

Ratio Decidendi: In a suit for specific performance, limitation under Article 54 is governed by the fixed date for performance or, where time has been extended by conduct, by the date of refusal; and a company may be bound by a contract executed by its directors acting with express or implied authority even without a formal resolution or seal when execution and assent are established.

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