Nandkishore Lalbhai Mehta v. New Era Fabrics Pvt Ltd Nandkishore Lalbhai Mehta (the mill land sale)
(2015) 9 SCC 755 · Supreme Court of India · 2015
Facts
The owner of a textile mill agreed to sell the mill land to the buyer. The agreement recorded that the sale was subject to two things: the mill's labour union agreeing to the closure and sale, and the authorities permitting the land to be converted from industrial to non-industrial use. Neither happened. The union withheld its consent and the change of land use was not sanctioned. The buyer sued for specific performance, saying the vendor should be compelled to convey.
Held
The Supreme Court held that the agreement was a contingent contract: its performance depended on two uncertain events collateral to it. Under s. 32 such a contract cannot be enforced unless and until the event happens, and becomes void if the event becomes impossible. Since the union never agreed and the conversion was never permitted, the contract could not be specifically enforced, and the suit failed.
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