Part performance, post-dissolution authority, and estoppel in leasehold transfers shaped the dispute over title and possession.

Section 53A of the Transfer of Property Act does not protect possession against a successor in interest where the transfer is incomplete, and a dissolved company cannot be represented by its liquidator to execute a deed of sale without express statutory authority. Conduct amounting to acceptance of rent and acquiescence in the transfer may also estop a landlord from later denying the transferee's title. The discussion concludes that part performance was unavailable, the post-dissolution sale deed lacked authority, and estoppel operated on the plaintiffs' conduct.

---

---

Issues: (i) whether section 53A of the Transfer of Property Act protected the defendant's possession; (ii) whether a voluntary liquidator could execute a deed of sale after the company had been dissolved; (iii) whether the plaintiffs were estopped by their conduct from denying the validity of the transfer and the defendant's title.

Issue (i): whether section 53A of the Transfer of Property Act protected the defendant's possession.

Analysis: The protection of part performance operates against the transferor effecting the incomplete transfer and persons claiming under him. The successor-in-interest of the lessor does not answer that description in relation to an incomplete transfer of the lessee's leasehold interest.

Conclusion: The defence under section 53A was not available and the issue was against the defendant.

Issue (ii): whether a voluntary liquidator could execute a deed of sale after the company had been dissolved.

Analysis: Once the company was dissolved it ceased to exist, and the liquidator could not continue to represent a non-existent company unless express statutory authority so permitted. The relevant provisions of the Indian Companies Act, 1913, imposed post-dissolution duties only in respect of winding up accounts and the deposit of unclaimed or undistributed assets; they did not authorise execution of a registered deed on behalf of the dissolved company.

Conclusion: The voluntary liquidator had no authority to execute the sale deed after dissolution, and the issue was against the defendant.

Issue (iii): whether the plaintiffs were estopped by their conduct from denying the validity of the transfer and the defendant's title.

Analysis: The predecessors of the plaintiffs accepted rent from the transferee's side, asserted only a claim for rent, raised no objection to the transfer or subsequent dealings, and stood by while the defendants acted on the footing that the leasehold interest had passed. Their conduct showed acceptance of the transferee's title.

Conclusion: The plaintiffs were estopped from denying the defendant's title, and the issue was against the plaintiffs.

Final Conclusion: The appeal succeeded, the suit failed, and the plaintiffs retained only the right to receive rent from the defendants.

Ratio Decidendi: A dissolved company cannot be represented by its liquidator in the absence of express statutory authority, and a party who has accepted rent and otherwise acquiesced in a transfer of leasehold rights is estopped from later denying that transfer.

---