Does a party’s failure to prove readiness and willingness bar specific performance after a long delay, and can equity adjust deposits to prevent unjust enrichment?

 

Summary

Category Data
Court Supreme Court of India
Case Number C.A. No.-000050-000050 – 2026
Diary Number 60800/2025
Judge Name HON’BLE MR. JUSTICE VIKRAM NATH
Bench
  • HON’BLE MR. JUSTICE VIKRAM NATH
  • HON’BLE MR. JUSTICE SANDEEP MEHTA
Precedent Value Binding
Overrules / Affirms Affirms existing principles on “readiness and willingness” and equitable adjustment of deposits
Type of Law Civil law – specific performance; equity
Questions of Law
  • Whether readiness and willingness can be assessed by a fixed formula or only case by case
  • Whether equity permits adjustment of earnest money to avoid unjust enrichment
Ratio Decidendi The Court held that “readiness and willingness” for specific performance must be judged in light of each case’s facts and cannot follow a rigid formula. After a seventeen-year delay, equity precludes specific performance and prevents one party’s unjust enrichment. Rather than forfeiture of earnest money, equity requires adjusting deposits to restore parties to their original positions.
Logic / Jurisprudence / Authorities Relied Upon by the Court The Court applied established equity principles—no straitjacket formula for readiness and willingness; mutual defaults require restoring parties; unjust enrichment must be prevented.
Facts as Summarised by the Court
  • Appellant entered into an Agreement to Sell in January 2008 at Rs. 6.11 Crores and paid Rs. 60 lakhs earnest and Rs. 30 lakhs part payment.
  • Trial Court (2021) decreed specific performance; High Court initially upheld that decree.
  • This Court remitted but, on fresh hearing, High Court set aside the decree, forfeited Rs. 60 lakhs and ordered refund of Rs. 30 lakhs with interest.
  • On appeal, Supreme Court found failure of readiness and willingness, but adjusted equities by directing Rs. 3 Crores lump sum refund.

Practical Impact

Category Impact
Binding On All courts

What’s New / What Lawyers Should Note

  • “Readiness and willingness” is a case-specific inquiry; no fixed checklist applies.
  • Even where both parties default, equity demands restoration to original positions and disfavours forfeiture leading to unjust enrichment.
  • After prolonged delays, courts may refuse specific performance yet adjust deposits to achieve fairness.
  • Lump-sum adjustments of earnest money can replace forfeiture orders in appropriate cases.

Summary of Legal Reasoning

  1. Failure of Readiness and Willingness: Appellant could not show financial capacity to pay the balance on the due date nor appear before the Sub-Registrar.
  2. No Straitjacket Formula: Citing prior precedents, the Court reaffirmed that readiness and willingness must be judged on factual matrices, not a uniform test.
  3. Equity and Unjust Enrichment: Both parties defaulted; equity requires preventing unjust enrichment and restoring parties as far as possible.
  4. Adjustment of Deposits: Rather than outright forfeiture of earnest money, a lump-sum payment of Rs. 3 Crores was ordered to balance equities and end protracted litigation.

Arguments by the Parties

Appellant / Petitioner

  • Demonstrated readiness and willingness through past payments and capacity.
  • Respondents also defaulted, entitling appellant to specific performance.

Respondents

  • Appellant lacked financial wherewithal and did not appear on the due date.
  • Entitled to forfeit earnest money and refuse specific performance.

Factual Background

In January 2008, the appellant and respondents executed an Agreement to Sell a property in Delhi for Rs. 6.11 Crores, with Rs. 90 lakhs paid by the appellant. The Trial Court granted specific performance in February 2021. On first appeal, the High Court upheld that decree, but this Court remitted the matter for fresh consideration. In September 2025, the High Court set aside the decree, forfeited the earnest money, and ordered partial refund. The appellant’s further appeal led to the present decision.

Alert Indicators

  • ✔ Precedent Followed

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