Specific performance requires continuous readiness, a subsisting contract and full disclosure; accepting refund after cancellation can defeat relief.

Specific performance requires a subsisting contract, continuous readiness and willingness from contract to decree, and full disclosure of material facts. Where the buyer receives a cancellation letter and refund instruments before suit, and later encashes the drafts without protest, that conduct can indicate acceptance of repudiation and negate willingness to perform. A suit on a cancelled agreement also requires a prayer challenging the cancellation; without declaratory relief, the agreement cannot be enforced as if still alive. Suppression of the cancellation letter and refund instruments further defeats a claim to discretionary equitable relief.

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Issues: (i) Whether the buyer was continuously ready and willing to perform the Agreement to Sell so as to justify a decree for specific performance, notwithstanding receipt and encashment of refund instruments after cancellation of the agreement; (ii) Whether the suit for specific performance was maintainable in the absence of a prayer challenging the cancellation of the agreement, and whether suppression of the cancellation letter and refund instruments disentitled the buyer to relief.

Issue (i): Whether the buyer was continuously ready and willing to perform the Agreement to Sell so as to justify a decree for specific performance, notwithstanding receipt and encashment of refund instruments after cancellation of the agreement?

Analysis: Specific performance is a discretionary and equitable relief and the plaintiff must plead and prove continuous readiness and willingness from the date of the contract until the decree. Readiness concerns capacity to perform, while willingness is inferred from conduct and surrounding circumstances. Here, the buyer admittedly received the cancellation letter and refund instruments before filing the suit and later encashed the demand drafts without objection. That conduct was inconsistent with an intention to keep the contract alive or to proceed with execution of the sale deed. Once such conduct showed absence of willingness, the fact that the entire advance amount had not been refunded became immaterial.

Conclusion: The buyer failed to establish continuous readiness and willingness, and the decree for specific performance could not be sustained.

Issue (ii): Whether the suit for specific performance was maintainable in the absence of a prayer challenging the cancellation of the agreement, and whether suppression of the cancellation letter and refund instruments disentitled the buyer to relief?

Analysis: A subsisting and enforceable agreement is a jurisdictional fact for specific performance. Once the seller had issued a cancellation letter before the suit, the buyer was required to seek a declaration that the cancellation was bad in law and not binding. In the absence of such a prayer, the suit could not proceed on the basis of a cancelled agreement. The plaint also failed to disclose the cancellation letter and refund instruments, which amounted to suppression of material facts in a suit seeking an equitable relief. Such suppression disentitles a litigant from discretionary relief.

Conclusion: The suit was not maintainable on the pleaded foundation, and suppression of material facts independently barred equitable relief.

Final Conclusion: The agreement to sell could not be specifically enforced, and the decrees in favour of the buyer were set aside with consequential reliefs.

Ratio Decidendi: A suit for specific performance requires a subsisting contract, continuous readiness and willingness throughout the proceedings, and full disclosure of material facts; acceptance of refund after cancellation may amount to acceptance of repudiation, and a suit challenging a cancelled agreement must also seek appropriate declaratory relief.

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