Unregistered agreement to sell and liquidation leave requirements bar specific performance and sale deed execution without a valid contract.

An unregistered agreement to sell relating to immovable property in Uttar Pradesh could not be enforced or proved by other evidence where registration was compulsory, and it could not be used indirectly to establish the main transaction. Leave to sue a company in liquidation for specific performance was also refused because, without a valid agreement recognizable in law, the proposed suit would be futile and would unnecessarily burden the winding-up process. A direction to execute a sale deed could not be granted independently of a legally effective agreement to sell, so no enforceable basis survived for compelling transfer outside the liquidation process.

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Issues: (i) whether an unregistered agreement to sell relating to immovable property in Uttar Pradesh could be enforced or relied upon for a claim of sale deed execution or specific performance; (ii) whether leave or permission should be granted to sue the company in liquidation for specific performance; (iii) whether a direction for execution of a sale deed could be granted independently of a valid agreement to sell.

Issue (i): whether an unregistered agreement to sell relating to immovable property in Uttar Pradesh could be enforced or relied upon for a claim of sale deed execution or specific performance.

Analysis: The agreement related to land situated in Uttar Pradesh, where registration of such an agreement was compulsory. Since the document was admittedly unregistered, it could not be received in evidence to prove the contract. The law of evidence also barred proof of the terms of such a document by other evidence, and the document could not be used indirectly to establish the main transaction or an important clause as if it were a collateral matter.

Conclusion: The unregistered agreement to sell was not enforceable and could not be proved by other evidence.

Issue (ii): whether leave or permission should be granted to sue the company in liquidation for specific performance.

Analysis: Leave under company-winding-up jurisdiction is meant to protect the assets of the company in liquidation from wasteful, expensive, or unnecessary litigation. Where the applicant cannot show any valid agreement recognizable in law, permitting a suit for specific performance would serve no purpose and would only burden the liquidation process and delay creditors. Specific performance is also a discretionary relief, and no equitable basis existed for granting it here.

Conclusion: Leave or permission to sue for specific performance was rightly refused.

Issue (iii): whether a direction for execution of a sale deed could be granted independently of a valid agreement to sell.

Analysis: The claim for execution of a sale deed was founded entirely on the alleged agreement to sell. Once that agreement was found to be legally ineffective, no independent right survived to compel the Official Liquidator to sell the property to the appellant outside the liquidation process.

Conclusion: No direction for execution of a sale deed could be granted.

Final Conclusion: The appeal failed in its entirety because the appellant could not establish any legally enforceable basis for the claimed transfer or for permission to litigate against the company in liquidation.

Ratio Decidendi: An unregistered agreement that is compulsorily registrable cannot be proved or enforced through other evidence, and leave to sue a company in liquidation will not be granted where the proposed suit would be futile and only add unnecessary burden to the winding-up process.

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