Summary
The Court upheld dismissal of a brother’s challenge to sale of another brother’s house share and his claim for specific performance under a family arrangement. It rejected the High Court’s view that the preference clause was vague, but found that a reasonable offer had been made and not acted on. The plaintiff’s conduct also estopped reliance on absence of written concurrence. The family arrangement was not itself a completed sale contract, and the purchaser’s existing tenancy could not be displaced through the decree sought.
Issues
- Whether the family arrangement’s concurrence and first-preference clause was void for uncertainty.
- Whether an offer was made, whether specific performance could follow from the arrangement alone, and whether absence of written concurrence defeated the sale.
- Whether the share transfer was invalid for fragmentation on the facts presented.
Provisions considered
- Section 29, Indian Contract Act, 1872Although uncertainty could be considered as a legal issue on appeal, the family clause was intelligible; the contemplated preferential offer could be understood at a fair market price. (¶ 18–22)
Held
- The concurrence and first-preference obligations were not vague merely because a sale price was unspecified. However, the family arrangement did not itself embody a completed agreement to sell the share to the plaintiff. (¶¶ 21–22, 34–37)
- The correspondence established an effective offer at Rs.5 lakhs, accepted by the plaintiff as reasonable, while the seller’s poor health created urgency. The plaintiff did not act on it; the preference requirement was therefore not a ground to undo the subsequent sale. (¶¶ 23–32, 44, 51–53)
- By proceeding to negotiations without insisting on written concurrence, the plaintiff led the seller to treat that preliminary stage as satisfied. On these facts he was estopped from later relying on its absence after failing to take the offer. (¶ 51–53)
- Specific performance as decreed below was unsustainable without a completed sale contract, and the purchaser’s prior tenant status independently required lawful eviction rather than a consequential possession direction. Nor was the pleaded claim a proper basis for substituting the plaintiff as pre-emptor. (¶ 37–44)
- The Court was not persuaded to invalidate this share assignment for fragmentation in light of the record and the administration’s 1997 recognition of transfer, predating the 2007 Rules. (¶ 54–65)
Result
Appeals dismissed; dismissal of the suit sustained despite rejection of the High Court’s uncertainty reasoning. Share sale left undisturbed and specific performance and possession relief refused. Parties to bear their own costs.