1991 PLP 972 (SCMR)

Petitioners filed a suit for specific performance of the contract against the respondents, and the case set out by them, in the plaint, was that Mst. Bibi Ghulam Sakina and Mst. Bibi Ghulam Zainab were the joint owners of the suit land which had been leased out to them for a period of 20 years with effect from Kharif 1956‑57 to R i 1975‑76 under a registered sale‑deed dated 21st March, 1956 which under clause 15 reads as under: "In the event of our (lessors) disposing of the land by sale, the first option will be given to the lessees to whom it would be sold if they (lessees) agree to purchase either with restriction or with removal thereof." Petitioners' case was that the respondents by virtue of the above clause in fact reiterated an agreement of sale in the petitioners' favour, but, the respondents sold the suit‑land to Mst. Zaibunnissa, predecessor‑in‑interest of respondents 1 to 8 by sale‑deed dated 24th April, 1962 in consideration of Rs.29,

995. Petitioners' further case is that they informed the respondents Mst. Ghulam Sakina and Mst. Bibi Ghulam Zainab that they were bound to sell the land to them but they refused to do so. The suit was not contested by respondents 5 and 9 but the remaining respondents defended the suit denying the execution of the lease deed and its clause

15. They pleaded that the clause even otherwise vague and uncertain, therefore it is void, illegal and ineffective. It is the admitted case of the parties that the crucial issue in the suit was Issue No.3 which reads as under:‑‑ "

3. Whether clause 15 of said lease deed comprised of the condition that in case of sale of suit land, the lessees would have the first option to purchase the suit land? If so, whether such condition in lease deed created legal and effective agreement of sale in favour of plaintiffs?" Learned trial Judge came to the conclusion that there was no complete agreement of sale between the petitioners and Mst. Bibi Ghulam Sakina and Mst. Bibi Ghulam Zainab. According to learned trial Judge there was a promise to sell the suit‑land but the promise was never a complete agreement between the parties, and on this view of the case, he dismissed the suit. On appeal by the petitioners, High Court upheld the judgment and decree passed by the learned trial Judge, and on the crucial question whether clause 15 of the lease deed was in fact an agreement of sale of the land, learned Judge in the High Court observed as under:‑‑, "A perusal of clause makes it clear that in case the lessors sell the land in suit, they shall first intimate to the lessees and if they desire to purchase it, they shall sell it to them. The lessors shall first intimate to the lessees that they want to sell the land in suit. If the lessees desire or agree to purchase it, then the lessors shall sell it. This, in my opinion, is the clear meaning of the clause. Now in this case, the lessors were competent to sell the suit land. The purchasers/appellants were competent to purchase the land in dispute. The subject‑matter is the land in suit or the agricultural land which the appellants took on lease from the lessors. In my opinion, the lawful consideration i.e the price of agricultural land was an essential term of the contract was not to be found in clause

15. This offer was vague for uncertainty and indefiniteness on the acceptance of which no contract is ever born or comes into being." Learned Judge, however, noticed from the evidence recorded in the case that P.W. Shaukat Ali attorney of the lessors had intimated to the petitioners that the lessors wanted to sell the suit‑land but the petitioners had themselves refused to purchase the same. This part of the evidence was not even challenged by the petitioners and the learned Judge in the High Court held that "in these circumstances it is not possible for me to hold that the conclusions arrived at by the learned Senior Civil Judge that there was no concluded contract between the parties, is wrong". On this view of the case, petitioner's appeal was dismissed by the High Court. On being questioned, learned counsel for the petitioners admitted that it is in evidence that the lessors had intimated the petitioners that they wanted to sell the suit‑land but the petitioners had declined the offer. In view of the above admission we do not (sic) how petitioners can even complain as to the violation of the terms of clause 15 of the agreement which in its terms is not a concluded agreement as rightly held by the two Courts below. We, therefore, find no force in this petition and it is dismissed. A.A./S‑612/S Appeal dismissed.