Specific performance of a completed share and partnership sale was upheld despite later correspondence and one non-joining vendor.

A concluded and specifically enforceable agreement for sale of shares and a partnership interest was found to have been formed orally through the parties' representatives, and later correspondence did not unsettle that completed bargain because stamp duty was a non-essential matter. The agreement did not fail merely because one contemplated vendor did not join, as the signatories undertook to sell their interests unconditionally. Specific performance against the remaining promisors was maintainable because joint liability was treated as joint and several absent contrary intention. The remedy was also appropriate for sale of private-company shares and a fractional partnership interest where damages were inadequate. The appeal therefore failed.

---

---

Issues: (i) whether a concluded and specifically enforceable contract for sale of shares and partnership interest had come into existence; (ii) whether the agreement failed because all the contemplated vendors did not join in the transaction; (iii) whether the purchasers could obtain specific performance against only some of the joint promisors; and (iv) whether specific performance was a proper remedy for the sale of limited shares in a private company and a fractional partnership interest.

Issue (i): whether a concluded and specifically enforceable contract for sale of shares and partnership interest had come into existence

Analysis: The correspondence did not create the contract by itself; the binding agreement was found to have been concluded orally through the parties' representatives, and the later letters did not destroy that completed bargain. A mistaken reference in later correspondence to stamp duty did not show that a new essential term was still under negotiation. Once the essential terms of sale were settled and the parties had acted on that footing, subsequent negotiations on a non-essential matter could not make the contract incomplete.

Conclusion: A concluded and specifically enforceable contract had come into existence.

Issue (ii): whether the agreement failed because all the contemplated vendors did not join in the transaction

Analysis: The evidence showed no intention that the bargain would bind only if every member of the larger group joined. Badri Prosad was not shown to be an essential condition of the contract, and there was no proof that the transaction was to fail if he did not sign. On the facts, the signatories undertook to sell their interests unconditionally, and no substantial injustice was shown to justify refusing enforcement on this ground.

Conclusion: The agreement did not fail merely because one contemplated participant did not join.

Issue (iii): whether the purchasers could obtain specific performance against only some of the joint promisors

Analysis: Under Section 48 of the Indian Contract Act, 1872, joint liability is joint and several unless a contrary intention appears. The plaintiffs were therefore entitled to proceed against those who remained bound by the bargain. The claim, as ultimately framed, sought specific performance of the part of the contract attributable to the remaining defendants, with payment of the full consideration, and that course caused no legal prejudice to the appellants.

Conclusion: Specific performance against only some of the joint promisors was maintainable.

Issue (iv): whether specific performance was a proper remedy for the sale of limited shares in a private company and a fractional partnership interest

Analysis: Shares in a private company not ordinarily available in the market are a fit subject for specific performance. The contract also covered a partnership interest, and the statutory scheme under the Specific Relief Act permitted enforcement of such a contract where the nature of the property and the circumstances made damages an inadequate substitute. The discretion to grant the remedy was not shown to have been improperly exercised.

Conclusion: Specific performance was properly granted.

Final Conclusion: The binding sale agreement was enforceable, partial enforcement against the remaining obligors was legally permissible, and the decree for specific performance was justified, so the appeal failed in entirety.

Ratio Decidendi: A completed contract, proved by the parties' conduct and essential terms, is not defeated by later discussion of a non-essential matter or by the absence of one contemplated signatory, and in a joint promise the promisee may enforce the obligation against those who remain bound when joint liability is joint and several.

---