Introduction
In a significant reiteration of settled principles governing specific performance of contracts, the Supreme Court of India has held that a vendor remains a necessary party in a suit for specific performance of an agreement to sell immovable property even if the vendor has transferred the property to a third party. The ruling clarifies procedural and substantive aspects of civil litigation under the Specific Relief Act, 1963, particularly in cases involving transfers pendente lite.
The judgment, delivered by a Bench comprising Justice Manoj Misra and Justice Ujjal Bhuyan, reinforces long-standing precedents and underscores the indispensability of the vendor’s presence for the effective enforcement of contractual obligations.
Case Title and Citation
Kishorilal (D) Thr. LRs & Ors. v. Gopal & Ors.
Citation: 2026 LiveLaw (SC) 39
Factual Background of the Case
The dispute arose from an agreement to sell executed by Kishorilal (vendor) in favour of Gopal (purchaser). During the pendency of the suit for specific performance, Kishorilal transferred the suit property to two third parties, namely Brajmohan and Manoj.
Despite this subsequent transfer, the trial court decreed the suit in favour of Gopal, directing specific performance of the agreement. The transferees were impleaded as purchasers pendente lite and were held bound by the outcome of the litigation under the doctrine of lis pendens.
During the pendency of the appeal against the decree, Kishorilal died. Out of his four legal heirs, only three were substituted on record. An objection was raised contending that non-substitution of all legal representatives resulted in abatement of the appeal, thereby invalidating the decree.
Legal Issue Before the Supreme Court
The primary issue before the Court was:
Whether the vendor is a necessary party in a suit for specific performance even after transferring the property to a third party, and whether failure to substitute all legal heirs of the deceased vendor leads to abatement of proceedings.
Supreme Court’s Observations and Ruling
Reaffirming the settled legal position, the Supreme Court categorically held:
“The law is thus settled that the vendor is a necessary party in a suit for specific performance of an agreement for sale, notwithstanding that the vendor has transferred his interest in the subject matter of the agreement to a third party.”
The Court further observed that a suit or appeal arising from a specific performance decree would abate if, upon the death of the vendor, his legal heirs are not properly substituted, since the vendor’s presence is indispensable to the effectiveness of the decree.
Reliance on Established Precedents
1. Lala Durga Prasad v. Lala Deep Chand (1953)
The Court relied heavily on the landmark ruling in Lala Durga Prasad v. Lala Deep Chand, where it was held that the proper form of decree in a suit for specific performance is to direct:
- The vendor, and
- The subsequent transferee,
to jointly execute the conveyance in favour of the purchaser.
The Supreme Court reiterated that:
- The transferee conveys the title, while
- The vendor fulfils the contractual obligations arising from the agreement.
Thus, the vendor’s role is not extinguished merely due to transfer of interest.
2. Dwarka Prasad Singh v. Harikant Prasad Singh (1973)
The Court also referred to Dwarka Prasad Singh v. Harikant Prasad Singh, which emphasised that special covenants and contractual assurances between the vendor and purchaser cannot be incorporated into the sale deed unless the vendor joins in the execution.
The presence of the vendor is therefore essential to:
- Incorporate contractual stipulations
- Ensure completeness of the conveyance
- Fully restore the purchaser to the position contemplated under the agreement
Doctrine of Lis Pendens and Third-Party Transferees
The judgment reaffirms the application of Section 52 of the Transfer of Property Act, 1882, which embodies the doctrine of lis pendens. A purchaser pendente lite:
- Acquires no better title than the vendor
- Is bound by the outcome of the litigation
- Cannot defeat the contractual rights of the original purchaser
However, the Court clarified that third-party transferees cannot be burdened with special covenants that arise solely from the vendor-purchaser agreement. This further strengthens the necessity of the vendor’s presence in the suit.
Impact on Abatement of Proceedings
The Court drew an important procedural consequence from its ruling:
Since the vendor is a necessary party, failure to substitute all legal representatives of a deceased vendor can result in abatement of the suit or appeal, unless the Court is satisfied that the interest of the deceased is sufficiently represented.
This aspect has far-reaching implications for civil litigation practice, particularly in property disputes involving multiple heirs and long-pending suits.
Significance of the Judgment
This ruling has substantial legal and practical importance:
- ✅ Reaffirms settled law on necessary parties in specific performance suits
- ✅ Prevents circumvention of contractual obligations through pendente lite transfers
- ✅ Clarifies consequences of non-substitution of legal heirs
- ✅ Strengthens purchaser protection under the Specific Relief Act
- ✅ Promotes procedural discipline in property litigation
Conclusion
The Supreme Court’s judgment in Kishorilal v. Gopal serves as a crucial reminder that contractual obligations do not dissolve upon transfer of property. A vendor remains central to the enforcement of a decree for specific performance, and his presence—either personally or through legal representatives—is indispensable for rendering a complete and effective decree.
By harmonising substantive contract law with procedural safeguards, the ruling fortifies legal certainty in property transactions and ensures that equity prevails over technical evasions.
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