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38. Mr. Ankhad has submitted that the argument on implied authority and ratification under Section 185, 186, 187,196 and 197 of the Contract Act has no application to the facts of the present case apart from there being no pleading that Defendant No.1 had implied authority to execute the alleged MoU on behalf of Defendant No.2 or Defendant No.2 had consented or ratified the agency of Defendant No1.

39. Mr. Ankhad has submitted that there is no correspondence addressed by the Plaintiff calling upon Defendant No.1 and / or Defendant No.2 to perform the alleged MoU. There is no readiness and willingness shown by the Plaintiff at any point of time by calling upon Defendant No.1 or Defendant No.2 to perform the alleged MoU.

49. On the aspect of readiness and willingness, Mr. Ankhad has relied upon the decision of the Supreme Court in Shenbagam Vs. K.K. Rathinavel13 (Paragraphs 13 to 21, 29 to 36 and 41) and Heritage Developers Vs. Cool Bridge CHSL14 (Paragraphs 35 to 38, 49 and 51). He has submitted that in view of the above submissions, the present Interim Application be dismissed with costs.

50. Thereafter, Mr. Ankhad has distinguished the judgments relied upon by the Plaintiffs on implied / ostensible authority and ratification as having no application as Defendant No.2 is neither a party to the MoU nor has ratified the MoU. Further, there is no specific pleading on implied authority and ratification in the Plaint. There is no prayer for specific performance against Defendant No.2. Thus there is no case made 13 (2022) SCC OnLine SC 71.

93. In so far as the Defendant No.2 not being a signatory to the said MoU is concerned, in my prima facie view, Defendant No.1 by his conduct in executing the said MoU and thereafter Defendant No.1 & 2 receiving the purchase consideration paid by the Plaintiff would make Defendant No.2 bound by the said MoU on the principle of implied authority and ratification. The Defendant No.1 who is the husband of Defendant No.2 has represented to the Plaintiff that he is entitled to deal with the entire property. Further, Defendant No.2 has in receiving her share of the consideration under the said MoU consented to or ratified the agency. It has been laid down in Chairman LIC (Supra) that existence of implied authority is an objective analysis based on the conduct of parties and they will be held to have consented to a 3-ia-2457-2021.doc This Order is modified/corrected by Speaking to Minutes Order dated 07/06/2023 relationship of principal and agent if they have agreed to what amounts in law to such a relationship, even if they do not recognize it themselves and even if they have professed to disclaim it. In other words, the existence of state of facts on which the law imposes the consequences of agency are sufficient to hold the parties bound by the relationship of the agency.