Specific performance in reconveyance agreement upheld after court found no basis to disturb concurrent findings in second appeal.

Section 100 CPC confines second appeal to substantial questions of law, so concurrent findings granting specific performance could not be disturbed on grounds not raised below or unsupported by the evidence. A reconveyance clause was construed from its terms as an ordinary bilateral contract for sale, not a mere unilateral option to repurchase; time was not made of the essence, and readiness and willingness under Section 16(c) of the Specific Relief Act were established. Allegations of variation in consideration and want of clean hands did not bar relief because the pleadings did not seek alteration of price and the objections were neither raised nor tried below. Specific performance was therefore restored.

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Issues: (i) whether the High Court was justified in interfering in second appeal with concurrent findings granting specific performance; (ii) whether the agreement for reconveyance was merely an option to repurchase or an ordinary agreement for sale, and whether the appellant had established readiness and willingness to perform; (iii) whether the appellant was disentitled to relief on the grounds of variation in consideration or want of clean hands.

Issue (i): whether the High Court was justified in interfering in second appeal with concurrent findings granting specific performance.

Analysis: Section 100 of the Code of Civil Procedure, 1908 permits interference in second appeal only within the limits of a substantial question of law. The Trial Court and the First Appellate Court had concurrently found, on the evidence, that the appellant was entitled to specific performance. The High Court reversed those findings on grounds that were either not raised or did not displace the factual conclusions reached by the courts below.

Conclusion: The High Court was not justified in setting aside the concurrent findings.

Issue (ii): whether the agreement for reconveyance was merely an option to repurchase or an ordinary agreement for sale, and whether the appellant had established readiness and willingness to perform.

Analysis: The nature of the document had to be determined from its terms. The agreement did not confer a unilateral option that could be exercised only on strict fulfilment of conditions by one side; it was an ordinary bilateral contract for sale. Time was not made of the essence, the appellant could not tender consideration before the stipulated date, and the notice and suit were within time. Readiness and willingness under Section 16(c) of the Specific Relief Act, 1963 were proved, and the deposit of balance consideration could validly follow the Court's direction.

Conclusion: The agreement was an ordinary contract for sale, and the appellant was ready and willing to perform his part.

Issue (iii): whether the appellant was disentitled to relief on the grounds of variation in consideration or want of clean hands.

Analysis: The appellant's pleadings, read as a whole, did not seek alteration of the agreed price but only claimed credits against amounts said to have been paid by the respondent. The respondent herself had put the amount payable in issue. The objection based on alleged falsehood about the earlier sale consideration was neither raised nor tried below, and the discretion under Section 20 of the Specific Relief Act, 1963 could not be declined on that basis.

Conclusion: The appellant was not barred from specific performance on either ground.

Final Conclusion: The decree for specific performance was restored and the High Court's interference in second appeal was held to be unsustainable.

Ratio Decidendi: A reconveyance clause is not automatically an option to repurchase; where the agreement is bilateral, time is not expressed to be of the essence, and the party seeking relief has shown readiness and willingness, specific performance cannot be denied by recharacterising the contract or by upsetting concurrent findings beyond the scope of second appeal.

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