Title approval as a contractual condition can sustain specific performance when fulfilled within a reasonable time.

An oral agreement for sale of immovable property was treated as a concluded contract where the evidence showed agreement on the property, consideration and mode of completion. A clause requiring completion only after the purchaser's lawyer approved title was construed as a binding contractual condition precedent, not a mere recital, and it was satisfied when approval was obtained within a reasonable time; specific performance was therefore supportable. Evidence of prior notice and protest before the later sale defeated the claim that the subsequent purchasers were bona fide transferees for value without notice, so they could not resist enforcement of the prior agreement.

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Issues: (i) whether the oral agreement for sale was proved and constituted a concluded contract; (ii) whether the stipulation that the sale should be completed on approval of title by the purchaser's lawyer was a binding contractual condition and, if so, whether it had been fulfilled so as to support specific performance; (iii) whether the subsequent purchasers were bona fide purchasers for value without notice of the plaintiffs' rights.

Issue (i): Whether the oral agreement for sale was proved and constituted a concluded contract.

Analysis: The evidence accepted by the appellate court showed that the parties had reached agreement on the terms of sale, including the property, consideration, and mode of completion. The testimony of the independent witness and corroborating circumstances established that the negotiations had crystallised into a definite bargain, and the finding of the first appellate court on these facts was treated as binding in second appeal.

Conclusion: The oral agreement was proved and amounted to a concluded contract.

Issue (ii): Whether the stipulation that the sale should be completed on approval of title by the purchaser's lawyer was a binding contractual condition and, if so, whether it had been fulfilled so as to support specific performance.

Analysis: The legal effect of such a clause was examined with reference to the duty of the vendor to show good title under the law governing sale of immovable property and to the distinction between a mere recital of the legal position and a contractual term. The clause was held to be a contractual condition, properly construed as a condition precedent to enforceability. On the facts, the lawyer's approval was obtained within a reasonable time and the condition was satisfied, so the agreement became enforceable in equity.

Conclusion: The clause was a valid contractual condition precedent, and it stood fulfilled; specific performance was therefore maintainable.

Issue (iii): Whether the subsequent purchasers were bona fide purchasers for value without notice of the plaintiffs' rights.

Analysis: The evidence showed notice and protest before completion of the later sale, and the subsequent purchasers did not enter the witness box to rebut that case. On the material before it, the court accepted the finding that they had notice of the prior agreement and could not claim the statutory protection available to transferees in good faith without notice.

Conclusion: The subsequent purchasers were not bona fide purchasers for value without notice.

Final Conclusion: The decree for specific performance was upheld and the second appeals were dismissed with costs.

Ratio Decidendi: A stipulation that a sale of immovable property is to proceed on approval of title by the purchaser's lawyer is a binding contractual term, enforceable when the approval is obtained within a reasonable time; a transferee with notice of the prior agreement cannot resist specific performance as a bona fide purchaser for value without notice.

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