Consensus ad idem is essential for a binding sale agreement; later altered terms cannot create a concluded contract.

A binding contract for sale arises only when the parties reach final agreement on all material terms with consensus ad idem. On the facts, the negotiations had not settled the essential conditions of sale, and the appellants' own draft and affidavit showed that the sellers' terms were not accepted as part of the bargain. Later willingness to accept altered terms could not create a contract that had not already come into existence. Non-payment of earnest money did not itself determine formation, because that payment was a term of the sale and had not become due under any concluded bargain. The overall position was that no enforceable sale agreement had been formed.

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Issues: (i) Whether the acceptance of the appellants' offer resulted in a concluded agreement for sale. (ii) Whether non-payment of earnest money prevented the agreement from becoming binding.

Issue (i): Whether the acceptance of the appellants' offer resulted in a concluded agreement for sale.

Analysis: The binding nature of the arrangement depended on whether there was a final assent to all material terms. The discussions at the meeting showed that the essential conditions of sale were still being clarified and that the appellants themselves proceeded on a basis different from the conditions ultimately stated by the sellers. Their own draft and affidavit demonstrated that they did not accept the sellers' conditions as part of the bargain, showing absence of consensus ad idem. Subsequent willingness to accept altered terms could not create a contract that had not already come into existence.

Conclusion: No concluded contract for sale came into existence, and the finding was against the appellants.

Issue (ii): Whether non-payment of earnest money prevented the agreement from becoming binding.

Analysis: Rule 10 in Chapter XXVII of the Rules of the Original Side governed sales by the Registrar, but in a private treaty sale its application was only so far as applicable. The earnest-money requirement was a term of the sale rather than a condition precedent to formation of the agreement. Since the sale had not reached the stage where earnest money became payable under the completed bargain, failure to pay it did not determine the existence of a concluded contract.

Conclusion: Non-payment of earnest money did not itself decide the formation question, though the overall conclusion remained against the appellants.

Final Conclusion: The Court upheld the view that the negotiations had not matured into an enforceable sale agreement and found no basis to prevent the Commissioner from proceeding in accordance with the order under challenge.

Ratio Decidendi: A binding contract arises only when the parties have reached final agreement on all material terms with consensus ad idem; later attempts to alter essential terms or to supply missing assent do not create a concluded contract.

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