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https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 xii.In the plaint in OS.No.55/2011, it was alleged that the 2nd defendant contacted the plaintiff on 28.01.2011 and received a sum of Rs.1 lakh towards further advance as part of sale consideration in the presence of witnesses and he also made an endorsement on the reverse side of the second sheet of the Agreement dated 31.08.2010 executed in favour of plaintiff in OS.No.55/2011. In all the three plaints, it is stated that defendants have failed to execute the Sale Deeds as per the terms and conditions of the respective suit Agreement. Stating that defendants are trying to alienate the suit properties in favour of third parties with an intention to defeat the legitimate rights of respective plaintiffs, the three suits came to be filed. xiii.OS.Nos.51 and 52/2011 were filed on 09.04.2011. Whereas, the suit in OS.No.55/2011 was filed on 18.04.2011. In all the suits, plaintiffs prayed for a decree directing defendants to execute registered Sale Deed in respect of the suit property to the respective plaintiff or his nominees on receipt of balance of https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 sale consideration and for consequential reliefs. xiv.The plaintiffs also prayed for injunction restraining defendants from alienating or creating any encumbrance over the suit properties till the execution of Sale Deeds and delivery of possession of suit properties. There is also an alternative prayer for refund of the sum advanced to defendants under the suit Agreements with interest at the rate of 12% per annum. Though the three Agreements were drafted in identical terms, two Agreements which are the subject matter of OS.Nos.51 and 52/2011 refers to the fact that the patta in respect of properties agreed to be conveyed in favour of plaintiffs in OS.Nos.51 and 52/2011 is conditional and that the defendants should cooperate for removal of the condition and for change of conditional patta to Ayan patta. Though defendants were required to cooperate and do everything necessary for getting ayan patta, the obligation of respective Agreement holders to pay the balance is not subject to the getting of ayan patta. https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 xv.The appellants did not file any written statement and this court is unable to find any endorsement by them adopting the written statement filed by the 2nd defendant. However, the suit was contested by all the three defendants.

xviii.Though the 2nd defendant admitted the execution of the Agreements and the receipt of advance amount on the date of Agreements in unambiguous terms, it is contended by the 2nd defendant that the plaintiff in OS.No.55/2011 refused to pay additional advance amount as agreed under the three Agreements under the pretext that the plaintiff would not get the conditional patta changed as ayan patta within reasonable time. It is his specific case that the defendants insisted payment of conditional advance amounts as per the terms of three Agreements, but the plaintiff in OS.No.55/2011 adamantly refused to pay the balance as per the terms of the respective Agreements. Therefore, the 2nd defendant specifically denied the statement in the plaint that the plaintiff in each case was ready and willing to perform his part of contract and to get the Sale Deed executed by paying the https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 balance of sale price. The 2nd defendant denied the allegation that the plaintiff in each case contacted defendants on 27.01.2011 and offered the further amounts payable as per the suit Agreements and that the defendants avoided and neglected to receive the same. It is further stated that time is the essence of the contract having regard to the high potency of the suit properties. Stating that the value of the land has gone up many folds subsequent to the Agreements, the advance amount paid under the three Sale Agreements stood forfeited automatically as the plaintiffs in all the three suits committed breach of contracts.

(8) Per contra, learned Senior counsels Mr.S.Parthasarathy, Mr.Ar.L.Sundaresan and Mr.P.Valliappan, appearing for the three plaintiffs who are 1st respondent in the three Appeal Suits, have referred to the documents filed on behalf of plaintiffs in each suit and submitted that the plaintiffs have proved their case that they were ready and willing to perform their part of contract at all times throughout and that it was the 2nd defendant who issued a reply notice thereby committing breach. It is argued that plaintiffs were always ready with the money and to pay the same in terms of the Agreements and the second advance amount as agreed under the Agreements could not be paid because of the reply given by the 2nd defendant/DW1. Pointing out that the plaintiffs have filed the suit well before the time specified for the final payment and deposited https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 the amount in Court pursuant to the exparte decree dated 19.10.2012, learned Senior counsels appearing for the respective 1st respondents/plaintiffs submitted that the findings of the Trial Court holding that the plaintiffs were always ready and willing to perform their part of contract is well founded. As regards the conduct of the parties, the learned Senior counsels pointed out that the defendants have committed breach by repudiating the contract on the first occasion and that resulted in the delay in getting the balance of sale consideration by the defendants. The learned Senior counsels appearing for plaintiffs submitted that defendants have to blame themselves for repudiating the contract by a reply notice which was not explained by the defendants in the course of evidence. Referring to the fact that the plaintiffs have spent substantial amount towards getting ayan patta after removing the conditional patta, the learned Senior counsels appearing for plaintiffs in OS.Nos.51 and 52/2011 submitted that plaintiffs have not only performed their part of contract in terms of the suit Agreements, but also incurred https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 substantial expenses more than Rs.10 lakhs to perfect the title of plaintiffs.

(26) Learned Senior counsel appearing for the appellants then submitted that the Agreements contain clauses indicating reciprocal promises like measurement of properties, conversion of conditional patta into ayan patta. None of the obligations are relevant as the plaintiffs have never expected the defendants either to measure the property or to get conversion of conditional patta before paying the balance https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 amount as agreed under the independent Agreements. Therefore, the submissions of the learned Senior counsel for the appellants disputing the readiness and willingness of plaintiffs to perform their part of the contract, cannot be countenanced. (27) Learned Senior counsel appearing for appellants then submitted that the plaintiff in OS.No.55/2011 is a Real Estate Businessman and therefore, he had some difficulties to pay the balance without getting the title being made perfect by getting the condition patta changed into ayan patta. This Court is unable to appreciate any logic in the arguments advanced by the learned Senior counsel for appellants having regard to the admitted fact that plaintiffs never cited the requirement of conversion into ayan patta as a reason for delay in making further payment as agreed under the suit Agreements. Merely because there are some discrepancies in the evidence of PW1, PW3 and PW4 in the cross examination on certain aspects, there is nothing on record raising any doubt or bona fides on the readiness of plaintiffs to perform their part of contract in terms of https://www.mhc.tn.gov.in/judis  AS.Nos.288, 289 & 290/2014 the suit Agreements. The whole argument of the learned Senior counsel appearing for appellants questioning the readiness or willingness of plaintiffs in the respective suits was based on the fact that the plaintiffs have not paid the 2nd installment as agreed under the respective suit Agreements dated 31.08.2010. (28) When the suit notice was issued to the defendants, the appellants namely defendants 1 and 3 refused to receive the notice. The 2nd defendant denied the respective agreement and thereby expressed his unwillingness to perform his part of contract in terms of the suit Agreements indirectly. It is, in this context, useful to refer to Section 51 of the Indian Contract Act:-