Introduction:

In the case of Vimala Sneham and Ors. v. Babu Joseph (RFA No. 725 of 2008, 2025 LiveLaw (Ker) 372), the Kerala High Court was called upon to decide whether a decree for specific performance passed by a trial court could stand even if the plaintiff did not specifically pray for a declaration that the alleged termination of the agreement was illegal or not binding. The appeal arose from a trial court decree ordering specific performance of a 2007 sale agreement between the plaintiff and the defendants for a mortgaged property, where despite delays in payment, both parties’ conduct suggested ongoing willingness to complete the transaction. Justice C. Pratheep Kumar, who decided the Regular First Appeal, recounted that under Exhibit A1 sale agreement, the defendants had agreed to sell property to the plaintiff for Rs. 10.75 lakhs, with Rs. 2 lakhs paid upfront on 15 January 2007, Rs. 3 lakhs due within a month, and the remaining Rs. 5.75 lakhs along with execution of the sale deed to be completed within three months by 15 April 2007. The defendants redeemed the property’s mortgage by 12 April 2007, but the plaintiff did not pay the balance by the original deadline. Still, the plaintiff repeatedly reached out to express readiness to pay and execute the deed. After silence from the defendants, the plaintiff issued Exhibit A2 lawyer notice on 4 May 2007 requesting execution of the sale deed, prompting a reply on 17 May 2007 (Exhibit A3) from defendants alleging the agreement had expired but offering one final chance to appear at the Registrar’s office on 25 May 2007 with the sale deed and balance funds. The plaintiff sent a telegram on 23 May confirming readiness, bought necessary stamp paper worth Rs. 1.45 lakhs, prepared the sale deed, and appeared on 25 May at the Registrar office, but the defendants failed to show up, forcing the plaintiff to return the unused stamp paper. The plaintiff then sued for specific performance, and the trial court decreed in his favor, directing defendants to execute the sale deed.

Arguments:

On appeal, the defendants argued time was of the essence, the agreement had expired, and without a prayer for declaration of termination being illegal or non-binding, specific performance was untenable. They cited Sikander L.S. (D) Lrs. v. K. Subramani (2013) and Mohinder Kaur v. Sant Paul Singh to support their stand that once time lapsed, specific performance could not be ordered absent explicit declaratory relief invalidating termination. The defense insisted that the plaintiff’s delay demonstrated lack of readiness and willingness, while also contending that a huge escalation in property value over years would unfairly enrich the plaintiff if specific performance were granted.

The plaintiff countered that time was not of the essence due to both parties’ conduct—especially the defendants’ own offer of an extension in Exhibit A3—proving neither side considered the agreement terminated. The plaintiff relied on A. Kanthamani v. Nasreen Ahmed (2017) and Kandasamy R. v. T.R.K. Saraswathy to argue that where no clear termination took place, absence of a prayer for declaration does not defeat a specific performance suit. They emphasized their consistent readiness and willingness, shown by purchasing stamp paper, preparing the deed, and waiting at the Registrar’s office with full payment.

Judgement:

Justice C. Pratheep Kumar, analyzing both sides’ contentions, focused on whether the trial court’s decree could survive without a prayer challenging contract termination. The court highlighted settled law that when an agreement is specifically terminated by the seller, a plaintiff must seek a declaration invalidating the termination; however, if the seller never unequivocally terminates but instead extends performance time, no such prayer is needed because there is no termination to challenge. In this case, Exhibit A3 showed defendants offering additional time without expressly rescinding the contract, which established that time was not of the essence and the agreement remained alive. The court noted that Kandasamy R. v. T.R.K. Saraswathy clarified that omission to frame a maintainability issue at trial stage does not bar appellate courts from examining jurisdictional facts, but appellants cannot introduce new evidence at appeal. Applying this, the High Court ruled the absence of a prayer for declaration was not fatal because the agreement’s continuation was evident from conduct, and there was no actual termination requiring a declaratory relief. The judgment emphasized that parties’ behavior extending deadlines or offering opportunities indicates mutual intent to continue performance, undermining arguments that the contract had expired. It concluded that the plaintiff had established consistent readiness and willingness—shown by immediate steps to execute the sale after defendants’ offer—while defendants avoided performance by not appearing at the Registrar’s office. The court also rejected the defense’s argument about unjust enrichment, stating defendants cannot benefit from their own failure when the plaintiff acted diligently within opportunities extended by the defendants. Justice Kumar affirmed that in suits where time was not of the essence and conduct showed willingness to extend, failure to seek a declaration on termination does not invalidate the decree for specific performance. The High Court upheld the trial court’s decree, dismissing the appeal, reinforcing that readiness and willingness remain the touchstone for granting specific performance, not technical pleas of absence of declaratory relief when no explicit termination exists. This verdict strengthens buyers’ rights in agreements where sellers prolong deadlines or conduct indicates agreement subsists, ensuring sellers cannot escape performance by opportunistically claiming time lapses without proof of unequivocal termination.