Readiness and willingness in immovable property sale contract upheld; time was not essence, and specific performance stood.

The claimant was found ready and willing to perform the contract, including furnishing the contemplated bank guarantees, because its correspondence, payments and steps toward completion showed continued performance intent. Time was not made the essence of the immovable property contract, as the arrangement contemplated reciprocal performance, extensions, interest on unpaid amounts and a cure period, so alleged delay did not defeat specific performance. Specific performance was not inequitable on the facts, and the agreement read with the addendum remained binding on the second respondent. The arbitral award was therefore upheld, and the challenges under Sections 34 and 37 failed.

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Issues: (i) Whether the claimant was ready and willing to perform its obligations under the contract, including furnishing the bank guarantees contemplated by the Memorandum of Understanding. (ii) Whether time was made the essence of the contract and whether the claimant's alleged delay or non-payment defeated specific performance. (iii) Whether specific performance was inequitable in the facts of the case and whether the respondent could resist enforcement on that ground. (iv) Whether the agreement read with the addendum was binding and enforceable against the second respondent.

Issue (i): Whether the claimant was ready and willing to perform its obligations under the contract, including furnishing the bank guarantees contemplated by the Memorandum of Understanding.

Analysis: The contractual obligations were reciprocal. The claimant's conduct, correspondence, payment already made, and repeated steps taken to complete the transaction were relied upon as evidence of readiness and willingness. The dispute on the exact format of the bank guarantees did not show refusal by the claimant to perform, and the record indicated that the claimant was prepared to furnish guarantees in the form acceptable to the respondents' bankers.

Conclusion: The claimant was ready and willing to perform its obligations.

Issue (ii): Whether time was made the essence of the contract and whether the claimant's alleged delay or non-payment defeated specific performance.

Analysis: The transaction related to immovable property, where time is ordinarily not of the essence. The tribunal and the Single Judge found that the contract itself contemplated reciprocal performance, extensions of time, interest on unpaid amounts, and a cure period. The alleged meeting-based deadline was not proved so as to displace the ordinary rule or convert the contractual arrangement into a time-essence contract.

Conclusion: Time was not made the essence of the contract and the plea of delay did not defeat specific performance.

Issue (iii): Whether specific performance was inequitable in the facts of the case and whether the respondent could resist enforcement on that ground.

Analysis: Mere lapse of time due to litigation does not by itself make specific performance inequitable. The court found no material showing that the claimant's conduct disentitled it to the discretionary relief. The reliance on economic change and delay was insufficient to displace the grant of relief where the substantive ingredients for specific performance had been established.

Conclusion: Specific performance was not inequitable on the facts.

Issue (iv): Whether the agreement read with the addendum was binding and enforceable against the second respondent.

Analysis: The second respondent was a party to the original arrangement. The addendum only enhanced the consideration and did not sever the contractual framework. The court accepted that the second respondent remained bound to ensure proper conveyance of the property and could not avoid the award on the footing that it had no role to play in the transaction.

Conclusion: The agreement read with the addendum was binding and enforceable against the second respondent.

Final Conclusion: The arbitral award granting specific performance was upheld, the challenge under Section 34 failed, and the appellate interference under Section 37 was declined.

Ratio Decidendi: In an appeal under Section 37, findings upholding an arbitral award will not be interfered with if they are possible and plausible; in contracts for sale of immovable property, time is ordinarily not of the essence, and readiness and willingness is assessed from the parties' overall conduct and reciprocal obligations.

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