Specific performance depends on continuous readiness and willingness; time stipulations yield to the contract read as a whole.

Time was not treated as the essence of the sale agreement because the payment clause had to be read with the obligation to vacate tenants and deliver vacant possession, so the contractual timeline could not be applied rigidly. Specific performance was denied because the buyer failed to prove continuous readiness and willingness, including financial capacity, despite repeated opportunities and belated conduct inconsistent with performance. The absence of an express prayer challenging cancellation did not change the result, as relief already failed on readiness and willingness. The decree for specific performance was set aside and dismissal of the suit restored, with only refund of the advance amount remaining payable.

---

---

Issues: (i) Whether the agreement for sale was to be performed within time as the essence of the contract; (ii) Whether the buyer proved continuous readiness and willingness to perform her part of the contract and was entitled to specific performance; (iii) Whether the suit for specific performance was maintainable despite absence of an express prayer challenging cancellation of the agreement.

Issue (i): Whether the agreement for sale was to be performed within time as the essence of the contract.

Analysis: The agreement contained a stipulation that the balance price was to be paid within four months, but it also required the sellers to vacate tenants and deliver vacant possession at the time of sale. Reading both clauses together, the latter qualified the former. Since the last tenant vacated only on 2 February 2006, the contractual timeline could not operate rigidly in the manner urged by the sellers.

Conclusion: Time was not the essence of the contract, and this issue was decided against the sellers.

Issue (ii): Whether the buyer proved continuous readiness and willingness to perform her part of the contract and was entitled to specific performance.

Analysis: In a suit for specific performance, the plaintiff must plead and prove continuous readiness and willingness and must establish the financial capacity to perform. The buyer repeatedly failed to complete the transaction despite repeated opportunities, raised objections not found in the agreement after the property was vacated, retained and returned the demand draft belatedly, and admitted absence of sufficient funds in her bank accounts. On the totality of the evidence, the buyer did not satisfy the statutory and equitable requirements for specific performance.

Conclusion: The buyer was not ready and willing to perform the contract and was not entitled to specific performance.

Issue (iii): Whether the suit for specific performance was maintainable despite absence of an express prayer challenging cancellation of the agreement.

Analysis: Where an agreement for sale has been cancelled, declaratory relief against such cancellation is ordinarily relevant to enforce the contract. The Court also clarified that maintainability and jurisdictional fact are matters the courts may examine, but the absence of a separately framed issue on maintainability did not control the outcome here because the refusal of relief rested on the failure to prove readiness and willingness.

Conclusion: The omission of a declaratory prayer did not alter the result of the appeals, and no relief could be granted to the buyer.

Final Conclusion: The High Court's decree for specific performance was set aside, the Trial Court's dismissal of the suit was restored, and the buyer was held entitled only to refund of the advance amount already directed by the Court.

Ratio Decidendi: In suits for specific performance, contractual time stipulations must be construed with the agreement as a whole, but relief cannot be granted unless the plaintiff establishes continuous readiness and willingness, including financial capacity, and the court may refuse discretionary relief where those statutory requirements are not proved.

---