Specific Relief Act | ‘Readiness’ Does Not Imply ‘Willingness’ Under Section 16 (c) : Kerala High Court

The Kerala High Court has held that ‘readiness’ and ‘willingness’ under Section 16 (c) of the Specific Relief Act, 1963 are distinct and one does not imply the other. The court observed that while readiness refers to the capacity of the plaintiff to enforce a contract, willingness refers to the conduct of the plaintiff warranting performance. According to the court, specific performance of a contract can only be enforced if readiness is backed by willingness.

A division bench of Justice K Vinod Chandran and Justice C Jayachandran was hearing an appeal against the order of the Sub Court, Pathanamthitta that had directed the defendant to specifically perform a contract of sale of a property entered into between the plaintiff and the defendant. The contract for sale was entered into with the defendant as the vendor and the plaintiff as the vendee. Aggrieved by the order of the lower court, the defendant had filed an appeal before the High Court.

The court observed that the defendant had shown the readiness to perform the contract in terms of his financial capacity, but he had failed to prove his willingness to perform the contract through his conduct. According to Section 16(3) of the Act, specific performance of a contract cannot be enforced in favour of a person who fails to prove that he has always been ready and willing to perform the terms of the contract. In this context the court observed:

while readiness refers to the financial capacity of the plaintiff/vendor to pay the sale consideration, willingness is a different component referable to the conduct of the vendor. Therefore, it is not axiomatic that one who is ready is automatically willing to perform the contract. Per contra, one who is ready with the funds can still be unwilling to perform the contract for different reasons altogether, say for example, the vendor deems the transaction not feasible/profitable for commercial reasons.

The court also added that under Section 20 of the Act granting a decree of specific performance is the discretion of the court and the court is not bound to grant such relief just because it is lawful to do so.

The counsel appearing for the appellant/defendant Adv S.Ananthakrishnan, submitted that the buyer was never actually ready to purchase the property and that his readiness and willingness do not reflect in his actions or conduct.

On the other hand, the counsel for the respondent/plaintiff Adv. K.S.Hariharaputhran, submitted that the defendant failed to perform his obligations under the sale agreement, which stipulated measurement of the property by the plaintiff due to which the contract for sale could not be enforced.

Based on the documents produced the court was satisfied with the financial capacity and readiness of the plaintiff to pay balance consideration for the sale of the property. However, on perusal of the evidence the court also found a lack of bonafide in the conduct of the plaintiff due to several reasons including suppression of several material facts and variance in the pleadings of and proof adduced. Hence the court concluded that the plaintiff was not willing to perform the contract, even though he was ready with the funds for the sale consideration.

In light of the facts and circumstances of the case, the court refused to exercise its discretion under Section 20 in favour of the plaintiff and set aside the impugned judgment in favour of the defendant. The court also ordered the return of the advance of sale consideration to the defendant along with interest.

Case Title: George M. Mathews @ George V. Muhammed Haneefa Rawther

Citation: 2023 LiveLaw (Ker) 67

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