Assignment of contract rights requires consent; contingent property agreements failed, barring specific performance but allowing refund and damages.

An assignee can enforce specific performance only where the underlying contract is legally assignable and the other party has consented, expressly or impliedly, to the transfer of rights and burdens. On the facts, the 1987 arrangements did not create a valid assignment of the original vendees' rights under the 1986 agreement, and the owners had not accepted performance by the alleged assignees. The later agreements were also contingent on the original vendees acquiring and maintaining enforceable rights, which failed after their default and withdrawal of suit. Specific performance against the owners was therefore unavailable, but refund of earnest money with interest and damages against the original vendees remained available.

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Issues: (i) Whether there was a valid assignment of rights by the original vendees in favour of Respondent Nos. 1 under the 1987 agreements; (ii) Whether the right of Respondent Nos. 1 to seek specific performance survived the cancellation of the 1986 agreement and withdrawal of the original vendees' suit; (iii) Whether any relief could be granted to Respondent Nos. 1, and if so, of what nature.

Issue (i): Whether there was a valid assignment of rights by the original vendees in favour of Respondent Nos. 1 under the 1987 agreements.

Analysis: The right to seek specific performance could be enforced by an assignee only if the underlying contract was assignable in law and in fact. A party cannot assign contractual obligations without the other party's consent, and where the contract is of a personal nature or the bargain shows that performance was intended to remain confined to the contracting parties, assignment is impermissible unless consent is shown. The 1986 agreement involved mutual rights and obligations and the 1987 agreements, on their terms, effectively substituted liabilities and imposed new obligations relating to development of the property. The surrounding circumstances did not establish that the owners had accepted performance by Respondent Nos. 1 as assignees, and the conduct relied upon did not amount to consent to assignment.

Conclusion: There was no valid assignment of the original vendees' rights under the 1986 agreement in favour of Respondent Nos. 1, and they could not seek specific performance as representatives-in-interest.

Issue (ii): Whether the right of Respondent Nos. 1 to seek specific performance survived the cancellation of the 1986 agreement and withdrawal of the original vendees' suit.

Analysis: The 1987 agreements were contingent upon the original vendees first acquiring enforceable rights under the 1986 agreement and performing their obligations thereunder. Once the original vendees failed to pay the balance consideration within time and later withdrew their suit, their rights under the 1986 agreement did not fructify and were treated as abandoned. In these circumstances, the contingent arrangements embodied in the 1987 agreements could not be enforced, and no subsisting basis remained for specific performance against the owners.

Conclusion: The right to seek specific performance did not survive, and the 1987 agreements became unenforceable as against the owners.

Issue (iii): Whether any relief could be granted to Respondent Nos. 1, and if so, of what nature.

Analysis: Although specific performance was unavailable, the facts showed that Respondent Nos. 1 had paid earnest money under the 1987 agreements and had been deprived of the expected transaction. While no relief could be granted against the owners for want of privity of contract, compensation against the original vendees was justified for preventing performance of the reciprocal promises. The direction for refund of earnest money with interest was also maintained.

Conclusion: Respondent Nos. 1 were not entitled to specific performance, but were entitled to refund of earnest money with interest and damages against the original vendees.

Final Conclusion: The impugned judgment was set aside, the claims for specific performance failed, and the appeals succeeded only to the extent that monetary relief was substituted for the decree of specific performance.

Ratio Decidendi: A contract combining mutual rights and obligations cannot be specifically enforced by an assignee unless the contract is assignable in law and the other party has consented, expressly or impliedly, to transfer of the contractual burden and benefit; where the original contract remains contingent and the original promisee has not performed or persisted in performance, specific performance by the alleged assignee is unavailable.

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