Concluded contract and joint promisor liability support specific performance for unmarketable shares and partnership interests.

A finally concluded contract remained enforceable despite later correspondence on non-essential matters, because the bargain had been completed and was not shown to have been rescinded or kept open. The agreement was not conditional on every expected participant signing, as no common intention of such a condition was proved. Joint liability remained enforceable against the continuing promisors, since section 43 of the Contract Act permits action against one or more joint promisors. Specific performance was appropriate for shares in a private company and a partnership interest that were not readily available in the market, so damages were not treated as an adequate substitute.

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Issues: (i) whether the correspondence and subsequent negotiations negatived a concluded contract capable of specific performance; (ii) whether the agreement failed because one of the parties expected to join did not execute the bargain; (iii) whether the plaintiffs could proceed against some of the joint promisors after giving up the claim against another; and (iv) whether specific performance should be refused on the ground that damages were an adequate remedy.

Issue (i): Whether the correspondence and subsequent negotiations negatived a concluded contract capable of specific performance.

Analysis: The bargain was found to have been finally concluded through the parties' representatives on 1 January 1941. The later letters did not show that the parties were still negotiating the essential terms of the contract. A matter mistakenly introduced in later correspondence, such as stamp duty, did not alter or reopen a contract already complete. Subsequent negotiations on new matters do not destroy an existing contract unless it is shown that the contract was rescinded, varied, or treated by both sides as incomplete.

Conclusion: A concluded contract existed and was capable of specific performance.

Issue (ii): Whether the agreement failed because one of the parties expected to join did not execute the bargain.

Analysis: The evidence showed no common intention that the bargain would be binding only if every member of the group joined. The relevant letters and conduct showed an intention to sell the shares and partnership interest regardless of whether the absent person participated. The principle that an agreement may fail where it is expressly or necessarily conditional on a third person's joining applies only when such condition is clearly proved, and no such proof was established here.

Conclusion: The agreement was not defeated by the absence of the non-signing party.

Issue (iii): Whether the plaintiffs could proceed against some of the joint promisors after giving up the claim against another.

Analysis: Under Indian law, joint liability is joint and several in the absence of a contrary agreement. Section 43 of the Contract Act permits enforcement against one or more of the joint promisors. The plaintiffs' decision to give up the claim against one defendant did not bar relief against the others, and no prejudice was shown to the appellants.

Conclusion: The suit was maintainable against the remaining defendants.

Issue (iv): Whether specific performance should be refused on the ground that damages were an adequate remedy.

Analysis: The subject matter included shares in a private limited company and a fractional partnership interest, both of which were not shown to be readily obtainable in the market. In such circumstances, specific performance is ordinarily appropriate. The courts below had not misused their discretion in granting the equitable remedy.

Conclusion: Specific performance was rightly granted.

Final Conclusion: The appeal failed on every substantial ground, and the decree for specific performance, as modified by the courts below, was upheld.

Ratio Decidendi: A contract once finally concluded is not displaced by later unsuccessful negotiations on non-essential matters, and where no contrary intention is proved, joint promisors remain liable severally under Indian law; specific performance is an appropriate remedy for sale of limited and not readily marketable shares.

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