V N A S Chandranv.S Venila & Ors

Supreme Court Denies Specific Performance, Restores Trial Court's Refusal Due to Plaintiff's Contradictory Conduct

Case Snapshot

Case Name: V.N.A.S. Chandran v. S. Venila & Ors.

Citation: 2026 INSC 776

Bench: Justice Prashant Kumar Mishra and Justice N.V. Anjaria

Date of Judgment: July 31, 2026

Area of Law: Specific Performance, Contract Law, Civil Procedure

The Judgment in One Line

Plaintiffs held disentitled to specific performance due to inconsistent conduct, lack of readiness and willingness, and failure to approach Court with clean hands.

Why This Judgment Matters

This judgment reaffirms that specific performance is an equitable remedy and cannot be claimed as a matter of right. The Court restored the Trial Court's refusal of specific performance, holding that plaintiffs who adopt contradictory positions—seeking recovery of money in a criminal complaint while simultaneously seeking specific performance in a civil suit—cannot claim the benefit of an equitable remedy. The judgment emphasizes that continuous readiness and willingness must be proved from the date of agreement till the decree. It also clarifies that a respondent supporting a decree can challenge adverse findings without filing cross-objections, and that no declaratory relief is needed when termination is by unilateral repudiation.

Background

The appellant (Defendant No. 1) owned a property in Udhagamandalam. He entered into an Agreement to Sell with Plaintiff No. 1 on April 1, 2004, for a consideration of ₹2.25 crores. On the same date, he executed a General Power of Attorney in favour of Plaintiff No. 2 (Plaintiff No. 1's husband), authorising him to sell the property and receive consideration.

A partition suit filed by Defendant No. 1's daughter (Defendant No. 2) was pending, and the Agreement stipulated that sale would be completed within 60 days of setting aside the ex-parte preliminary decree in that suit. The decree was set aside on April 6, 2005.

Plaintiffs claimed they paid ₹85 lakhs as advance; Defendant claimed only ₹60 lakhs. Two cheques were dishonoured due to insufficient funds. Plaintiff No. 2, under the Power of Attorney, entered into a sub-agreement with Defendant No. 5 to sell the property for ₹1.50 crores. Defendant No. 1 revoked the Power of Attorney on May 4, 2005, and terminated the Agreement on June 24, 2005.

Plaintiffs filed a suit for specific performance or, in the alternative, recovery of ₹2 crores. The Trial Court refused specific performance, holding plaintiffs had not approached with clean hands—Plaintiff No. 2 had filed a criminal complaint seeking recovery of money, which was inconsistent with seeking specific performance. The High Court reversed this and decreed specific performance. Defendant No. 1 appealed to the Supreme Court.

Issues Before the Court

1. Whether the High Court was correct in decreeing specific performance despite the plaintiffs' inconsistent conduct.

2. Whether the plaintiffs proved continuous readiness and willingness to perform the contract.

3. Whether the suit was maintainable without seeking declaratory relief that termination was invalid.

4. Whether the respondent can challenge adverse findings without filing cross-objections.

What Did the Supreme Court Hold?

The Supreme Court allowed the appeals and restored the Trial Court's judgment. The Court's reasoning was comprehensive:

Readiness and Willingness Not Proved: The Court held that continuous readiness and willingness must be proved from the date of agreement till the decree. Plaintiffs failed to demonstrate this. Two cheques were dishonoured due to insufficient funds. The MoU dated April 28, 2005 for sale of plaintiffs' property did not establish availability of funds at the time of filing the suit (September 12, 2005). A demand draft produced at the appellate stage (June 14, 2011) could not cure the lack of funds at the relevant time.

Plaintiff No. 1's Failure to Testify: Plaintiff No. 1 never stepped into the witness box, despite being the actual vendee. She could not disown the averments in the criminal complaint filed by her husband, Plaintiff No. 2, who was central to the transaction from the inception.

Criminal Complaint Inconsistent with Specific Performance: Plaintiff No. 2 filed a criminal complaint seeking recovery of ₹85 lakhs and requested the police to trace Defendant No. 1. This was fundamentally inconsistent with seeking specific performance. The High Court's characterization of the complaint as a "counterblast" to Defendant No. 1's earlier complaint was rejected. Even a retaliatory motive cannot justify inconsistent legal remedies.

Contradictory Positions in Litigation: Plaintiffs had taken contradictory positions in the suit and in OS No. 75 of 2005 (filed by Defendant No. 5). In the earlier proceedings, plaintiffs asserted that rights under the Agreement had been assigned to Defendant No. 5. In the present suit, they asserted the opposite. This "blowing hot and cold" disentitled them to equitable relief.

Sub-Agreement with Defendant No. 5: Plaintiff No. 2, as power of attorney holder, agreed to sell the property to Defendant No. 5 for a lower consideration while the Agreement with Plaintiff No. 1 was subsisting. This created third-party rights behind Defendant No. 1's back before title was complete.

Declaratory Relief Not Required: The Court held that no declaratory relief was needed when the Agreement did not confer a contractual right to terminate. The termination was a case of repudiation, and plaintiffs could treat it as ineffective without seeking a declaration.

Cross-Objections Not Required: The Court affirmed that a respondent supporting a decree can challenge adverse findings without filing cross-objections under Order XLI Rule 22 CPC, provided no additional relief is sought.

Lapse of Time and Hardship: Over two decades had passed since the Agreement. Defendant No. 1 was of highly advanced age, and Plaintiff No. 2 had passed away. Compelling transfer under these circumstances would be inequitable and cause hardship to the defendant.

Key Legal Principles

1. Specific performance is an equitable remedy — it is discretionary, not a matter of right, and requires the plaintiff to approach with clean hands.

2. Continuous readiness and willingness is mandatory — must be proved from the date of agreement till the decree; inability to show funds at the relevant time defeats the claim.

3. Inconsistent conduct disentitles equitable relief — plaintiffs who seek recovery of money in a criminal complaint cannot simultaneously seek specific performance in a civil suit.

4. Plaintiff must testify to prove readiness — the vendee (Plaintiff No. 1) must step into the witness box; relying on the husband's testimony is insufficient.

5. Contradictory positions in litigation are fatal — taking inconsistent stands in different proceedings (assignment vs. no assignment) amounts to "blowing hot and cold."

6. Criminal complaint as "counterblast" is no excuse — the nature of the remedy sought (recovery vs. specific performance) is decisive, not the motive behind the complaint.

7. Respondent can challenge adverse findings without cross-objections — under Order XLI Rule 22 CPC, a respondent supporting the decree may assail adverse findings without seeking additional relief.

8. Declaratory relief not required for repudiation — where contract does not confer a right to terminate, the termination is a breach; plaintiff can sue for specific performance without seeking declaration.

9. Lapse of time and hardship to defendant are relevant — under Section 20 of the Specific Relief Act, hardship to the defendant is a recognised factor in refusing specific performance.

10. Equity follows the law — a party seeking equity must do equity; contradictory conduct defeats the claim.

Important Precedents

Janardan Das v. Durga Prasad Agarwalla, (2019) 12 SCC 168

• Held that plaintiffs must demonstrate continuous readiness and willingness; failure to take effective steps indicates lack of diligence.

N.P. Thirugnanam v. Dr. R. Jagan Mohan Rao, (1995) 5 SCC 115

• Established that readiness and willingness must be proved from the date of execution till the decree; availability of funds is essential.

Nanjappan v. Ramasamy, (2021) 11 SCC 370

• Summarized that grant of specific performance is discretionary and depends on conduct of parties, circumstances, and interests under the contract.

Kamal Kumar v. Premlata Joshi, (2019) 3 SCC 679

• Held that hardship to the defendant and equitable considerations are relevant under Section 20 of the Specific Relief Act.

Major Gen. Darshan Singh v. Brij Bhushan Chaudhary, 2025 SCC OnLine SC 1434

• Reiterated that conduct of the plaintiff is a crucial factor; a person seeking equity must do equity.

Annamalai v. Vasanthi, 2026 SCC OnLine SC 222

• Held that declaratory relief is not required when termination is by repudiation and the contract does not confer a right to terminate.

I.S. Sikandar v. K. Subramani, (2013) 15 SCC 27

• Held that when an agreement is cancelled, the vendee must seek a declaration that the cancellation is bad.

R. Kandasamy v. T.R.K. Sarawathy, (2020) 18 SCC 645

• Reconciled I.S. Sikandar with Kanthamani; held that an issue on maintainability must be framed at the trial stage.

Mrs. A. Kanthamani v. Mrs. Nasreen Ahmed, (2017) 4 SCC 354

• Held that where a contract is terminated unilaterally, the plaintiff must seek a declaration that the termination is invalid.

Practical Impact

For advocates: This judgment is crucial when advising clients on specific performance suits. It emphasizes that plaintiffs must maintain consistency in their conduct and legal positions. Filing a criminal complaint seeking recovery of money can be fatal to a specific performance claim. The plaintiff's testimony is essential—relying on a spouse's evidence is insufficient.

For future litigation: Courts will now scrutinize plaintiffs' conduct more rigorously, particularly whether they have taken inconsistent positions in different proceedings. The judgment also clarifies the circumstances where no declaratory relief is required.

May be cited: In any specific performance suit where the plaintiff's conduct is in question, particularly where criminal complaints have been filed or where the plaintiff has taken inconsistent positions in litigation.

Lawcurb Quick Insight

The Court's rejection of the "counterblast" defence is significant. Even if a criminal complaint is filed in retaliation, the remedy sought (recovery vs. specific performance) is decisive. A plaintiff cannot use the shield of retaliation to justify seeking fundamentally inconsistent remedies.

Lawcurb Practice Note

When advising clients in specific performance suits, counsel must ensure that the plaintiff does not take any action inconsistent with seeking specific performance. Filing a criminal complaint for recovery of money is a red flag that can defeat the claim. The plaintiff must also step into the witness box to prove readiness and willingness.

Remember This Ratio

A plaintiff seeking specific performance must approach with clean hands, prove continuous readiness and willingness, and avoid inconsistent conduct.

Exam Lens

Q: What is the importance of "readiness and willingness" in a suit for specific performance, and how is it proved? A: Readiness and willingness must be continuous from the date of agreement till the decree. It is proved by showing availability of funds, steps taken to perform the contract, and the conduct of the plaintiff. The plaintiff must testify in court.

Q: Can a plaintiff seeking specific performance also file a criminal complaint for recovery of money? A: No. Filing a criminal complaint seeking recovery of the advance amount is fundamentally inconsistent with seeking specific performance. The plaintiff cannot seek both remedies simultaneously.

Q: When is declaratory relief required in a specific performance suit? A: Declaratory relief is required when the contract confers a right on a party to terminate and that party has validly exercised it. Where there is no such right, termination is merely a repudiation, and the plaintiff can sue for specific performance without seeking a declaration.

Final Outcome

• Appeals allowed — the Supreme Court set aside the High Court's judgment and decree.

• Trial Court's judgment restored — the Trial Court's refusal of specific performance is upheld.

• Plaintiffs not entitled to specific performance — due to inconsistent conduct, lack of readiness and willingness, and failure to approach with clean hands.

• Alternative relief of recovery — Trial Court's decree for refund of ₹85 lakhs with 15% interest and charge on the property stands restored.

• Deposit to be returned — plaintiffs are permitted to withdraw the ₹1.40 crores deposited with the State Bank of India, along with accrued interest.

• No costs — parties to bear their own costs.

Lawcurb Verdict

This judgment is a robust reminder that equitable remedies cannot be claimed by litigants who blow hot and cold. By restoring the Trial Court's refusal of specific performance, the Supreme Court has upheld the principle that a plaintiff seeking equity must do equity. The judgment comprehensively addresses the multiple facets of conduct that disentitle a plaintiff—inconsistent legal positions, failure to testify, criminal complaints for recovery, and contradictory stands in litigation. A significant affirmation that procedural and substantive consistency is the bedrock of equitable relief.

This report is prepared by Lawcurb for educational and informational purposes only. It is a concise summary of the judgment and should not be construed as legal advice. Readers are encouraged to refer to the original judgment before relying on any legal proposition.