Sale deed construction: title passed only on full consideration, so registration alone did not transfer ownership.

A registered sale deed does not transfer title on execution and registration where the instrument, read as a whole, shows that title and possession were intended to pass only after receipt of the whole and entire consideration. The recitals here indicated that possession would be delivered after full payment, the vendor retained the deed, and possession was not delivered under the transaction. Oral evidence could not vary the document, but could show that the recital of payment was untrue. On that construction, title did not pass because the full consideration remained unpaid and the vendee acquired no title to the land.

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Issues: Whether title under the registered sale deed passed to the vendee on execution and registration, or whether the deed showed that title would pass only upon payment of the whole and entire consideration.

Analysis: The recitals in the sale deed stated that possession and occupation would be delivered after receipt of the whole and entire consideration money and that the executant sold the property on receipt of the fair consideration money. The surrounding recitals also indicated that the vendor retained the deed and that possession was not delivered pursuant to the sale deed. Oral evidence could not be used to contradict the document by asserting a different consideration, but it was open to the parties to show that the recital of payment was untrue. Reading the deed as a whole, the intention disclosed was that title would pass only on payment of the entire consideration and not merely on execution and registration, even if a major part of the price had been paid.

Conclusion: The plaintiff did not acquire title to the disputed land because the full consideration was not paid and the sale deed did not operate to transfer title in his favour.

Ratio Decidendi: Where the terms of a sale deed show that title and possession are intended to pass only on receipt of the whole consideration, and the surrounding circumstances support that construction, title does not pass on registration alone if the entire consideration remains unpaid.

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