Specific performance depends on contractual construction and readiness to pay, not mere delay after writ proceedings

Agreements and MOUs must be construed together when assessing entitlement to specific performance, and the payment clause required the balance consideration only at the time of registration after disposal of the writ proceedings. A finding that the claimants were not ready and willing merely because they did not immediately tender the balance amount rested on an erroneous reading of the contract. Mere lapse of time after disposal of the writ proceedings, particularly where delay was tied to pending appellate proceedings, did not by itself defeat the suit. Allegations of possession-related conduct were also insufficient on the facts to deny equitable relief, so specific performance was held to be available.

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Issues: Whether the appellants were entitled to specific performance of the agreements and MOUs, and whether the delay in filing the suits, along with the surrounding conduct, disentitled them from relief.

Analysis: The agreements and MOUs had to be read together. The clause governing payment of the balance consideration required payment at the time of registration of the sale deeds after disposal of the writ proceedings, and not immediately on the mere disposal of the writ petitions. The finding that the appellants were not ready and willing solely because they did not tender the balance consideration at once was based on an erroneous construction of the contract. Mere lapse of time after disposal of the writ proceedings, by itself, could not defeat a suit for specific performance, especially when the delay was connected with pending appellate proceedings. The conduct attributed to the appellants, including alleged possession issues and alleged attempts to disturb occupation, was not a sufficient ground to refuse the equitable relief on the facts found.

Conclusion: The appellants were entitled to specific performance, and the denial of relief by the Division Bench was unsustainable.

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