Specific performance of an indivisible property sale failed where court sanction was a condition and partial enforcement was impermissible.

A contract for sale of property was held not specifically enforceable where obtaining court sanction for transfer of the reversioners' interest was an integral term of the bargain and that sanction was not obtained within a reasonable time. The court refused partial specific performance of the vendor's life interest under Section 12(3) of the Specific Relief Act, 1963, because the agreement was an indivisible arrangement for the whole interest and did not permit severance. Equitable adjustments for construction cost, rental income, refund of consideration, and related restitutionary matters were upheld as a proper exercise of discretion. The decree for specific performance was set aside and the equitable directions were maintained.

---

---

Issues: (i) Whether the agreement for sale could be specifically enforced after the stipulated court sanction for transfer of the reversioners' interest was not obtained. (ii) Whether the purchaser was entitled to partial specific performance of the vendor's life interest under Section 12(3) of the Specific Relief Act, 1963. (iii) Whether the directions adjusting equities between the parties in relation to construction cost and rental income called for interference.

Issue (i): Whether the agreement for sale could be specifically enforced after the stipulated court sanction for transfer of the reversioners' interest was not obtained.

Analysis: The agreement contemplated sale of the entire interest in the property and made court sanction an integral part of the bargain. The sanction was not obtained within a reasonable time, the reversioners opposed the transfer, and the contract itself provided for cancellation and refund if sanction was not accorded. The surrounding circumstances showed that the parties had not contemplated an obligation to wait indefinitely for sanction.

Conclusion: The contract was not specifically enforceable as a whole.

Issue (ii): Whether the purchaser was entitled to partial specific performance of the vendor's life interest under Section 12(3) of the Specific Relief Act, 1963.

Analysis: Partial relief was unavailable because the contract was framed as one indivisible bargain for transfer of full interest, and no term supported segregation of the vendor's life interest from the reversioners' interest. The purchaser also sought the lesser relief only after considerable delay, after positions had materially changed, and the statutory discretion under Section 12(3) could not be used to create a new contract for the parties.

Conclusion: Partial specific performance of the vendor's life interest was not permissible.

Issue (iii): Whether the directions adjusting equities between the parties in relation to construction cost and rental income called for interference.

Analysis: The adjustment of equities was founded on restitutionary principles and on the parties' subsequent conduct during the long pendency of the litigation. The directions relating to refund of consideration, construction cost, rental income, and deduction for misconduct were treated as part of the equitable adjustment and were not shown to be erroneous.

Conclusion: No interference was warranted with the equitable directions.

Final Conclusion: The appeals failed, the decree for specific performance was set aside, and the equitable adjustments made by the High Court were maintained.

Ratio Decidendi: Where a contract expressly makes court sanction a condition for transfer of the whole interest in property and provides for cancellation if sanction is not obtained, the court cannot grant partial specific performance by severing and enforcing only a part of the bargain unless the contract itself permits such segregation and the statutory conditions for partial performance are satisfied within a reasonable time.

---