Best Making the Other Side Complete the Deal: Specific Performance Lawyer

Sometimes money is not enough. You agreed to buy a property, paid an advance and arranged the balance, and the seller now wants to back out because prices have risen. You agreed to buy shares in a company, and the seller refuses to transfer them. You have a long-term supply agreement for a part no one else makes. In such cases, you may want the court or tribunal to order the other side to do what it promised: execute the sale deed, transfer the shares, or perform the contract.

This page is for buyers, sellers, investors and businesses who want a contract performed, and for those facing such claims. In short: after the 2018 amendment to the Specific Relief Act, specific performance is no longer a discretionary remedy that courts grant only when damages are inadequate; the court must enforce the contract unless it falls within the exceptions in the Act; the plaintiff must show that it has performed or has always been ready and willing to perform its essential obligations; the usual time limit is three years; and if the contract has an arbitration clause, the tribunal can grant specific performance.

Readiness and willingness is where most specific performance claims are won or lost. Keep proof that you were able and willing to pay or perform at every stage.

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Specific performance after 2018

What changed in 2018

Before the Specific Relief (Amendment) Act, 2018, Section 10 said specific performance "may, in the discretion of the court, be enforced" in certain cases, and Section 20 gave courts a broad discretion to refuse it even where the contract was valid. Courts often refused specific performance where damages were thought adequate or where the defendant would suffer hardship. The 2018 amendment rewrote Section 10 to say that specific performance "shall be enforced by the court" subject to Sections 11(2), 14 and 16, and removed the general discretion in the old Section 20.

The result is that a party with a valid, enforceable contract, who has been ready and willing to perform, is now generally entitled to specific performance. In Katta Sujatha Reddy v Siddamsetty Infra Projects (2022), the Supreme Court held that the amendment is prospective and does not apply to transactions that took place before it came into force on 1 October 2018. Check the date of the contract and the cause of action.

How we handle specific performance claims

Time and typical cost range

Our fees are agreed in writing at the start, stage by stage, and are not linked to the outcome.

Documents needed

When specific performance is refused

Readiness and willingness

Section 16(c) requires the plaintiff to prove that it has performed, or has always been ready and willing to perform, the essential terms of the contract that are to be performed by it. Courts look at the plaintiff's conduct from the date of the contract to the date of the hearing. Readiness means the capacity to perform, especially the financial means to pay the balance; willingness means the intention to perform. The plaintiff need not deposit the money in court unless ordered, but must show it had the means.

Evidence includes bank statements, fixed deposits, loan sanctions, and letters offering to pay and asking for a date for registration. A buyer who paid a small advance and then did nothing for years, or who kept asking for extensions, may struggle to prove readiness. The Supreme Court has repeatedly refused specific performance where the plaintiff's conduct showed it was waiting to see whether prices rose.

Specific performance in arbitration

Disputes about contracts with arbitration clauses, including share purchase agreements and joint development agreements, can be referred to arbitration, and the tribunal can grant specific performance as a remedy. The Supreme Court in Vidya Drolia (2020) confirmed that such contractual disputes are arbitrable, even where they concern immovable property, since they involve rights in personam between the parties.

An award directing execution of a sale deed or transfer of shares can be enforced as a decree under Section 36. If the defendant refuses to execute the document, the court executing the award can direct its execution by an officer of the court under Order XXI Rule 34 of the CPC. Stamp duty and registration requirements apply to the resulting document.

Laws that apply

How we work

We are a litigation and advisory practice led by Advocate BK Singh, with offices in Dwarka (New Delhi) and Vaishali (Ghaziabad). This is what you can expect:

• Readiness evidence: built from the start, not at trial.
• Fast protection: injunctions and notices to stop transfers.
• Forum choice: court or arbitration, according to the contract.
• Execution follow-through: sale deeds and transfers completed.
• Written fee terms: agreed stage by stage, never linked to the outcome.

Mistakes in specific performance cases

Time as the essence of the contract

In contracts for the sale of immovable property, time is generally not treated as the essence of the contract unless the parties clearly intended it, as the Supreme Court explained in Chand Rani v Kamal Rani (1993). So a buyer who misses the completion date by some weeks may still obtain specific performance if it was ready and willing and the delay was reasonable. But where the contract expressly makes time of the essence, or the circumstances show that the parties intended strict deadlines, a delay may be fatal.

Even where time is not of the essence, a party can make it so by giving a reasonable notice fixing a date for performance. A seller who wants to end the contract because of the buyer's delay should give such a notice before treating the contract as ended. A buyer who receives such a notice should respond and perform within the time, or explain why it cannot.

Substituted performance under Section 20

The 2018 amendment added a new Section 20, allowing a party who suffers a breach to obtain substituted performance through a third party or its own agency, and recover the costs from the party in breach. The party must give at least 30 days' written notice to the party in breach, calling on it to perform. If it then obtains substituted performance, it cannot also claim specific performance, but can claim the expenses and costs.

Substituted performance suits contracts where the work can be done by someone else, such as construction or supply, rather than contracts for unique property. It allows a business to get the work done quickly and recover the extra cost, instead of waiting for a court order against the original party.

Part performance and possession

Buyers who have paid most of the price and been put in possession under a written agreement to sell, signed by the seller, have protection under Section 53A of the Transfer of Property Act. The seller cannot enforce any right against them in respect of the property, other than rights expressly provided by the contract, provided the buyer has performed or is willing to perform its part. After the 2001 amendment, the agreement must be registered for Section 53A to apply.

This protection is a shield, not a sword. It defends the buyer's possession but does not itself give title. To obtain title, the buyer still needs a sale deed, which may require a suit for specific performance if the seller refuses.

Third-party buyers and lis pendens

If the seller sells the property to a third party during a specific performance suit, Section 52 of the Transfer of Property Act, the rule of lis pendens, makes the transfer subject to the result of the suit. The third party takes the property subject to the plaintiff's rights. In some states, notice of the pending suit must be registered for the rule to apply against later buyers.

Where the seller transferred the property before the suit, the plaintiff may still obtain specific performance against the transferee under Section 19(b) of the Specific Relief Act, unless the transferee paid money in good faith without notice of the original contract. Buyers should search the sub-registrar's records early and add any transferee as a party.

Share purchase and transfer disputes

Shares in private companies are often unique: they carry control, a seat on the board, or a stake in a business that cannot be bought elsewhere. Courts and tribunals have granted specific performance of agreements to transfer such shares, particularly where the shares carry control or a strategic stake. For listed shares, which are available in the market, damages may be considered adequate in some cases, though after 2018 the starting point is enforcement.

Share transfers may require compliance with the company's articles, the Companies Act, FEMA if a non-resident is involved, and regulatory approvals in some sectors. A decree or award for specific performance should be framed so that these steps can be completed. See shareholder dispute arbitration.

Defending a specific performance claim

Sellers facing specific performance claims should look closely at the buyer's readiness and willingness throughout, the time taken to sue, any conditions that were not fulfilled, and whether the contract was concluded at all. Where the buyer paid only a small advance and delayed for years, or where the agreement was conditional on approvals that never came, the claim may fail. Sellers should also check whether the agreement was properly stamped and registered where required.

If the seller has a genuine reason for refusing, such as a defect in title the buyer knew about, or a condition that failed, it should say so clearly in reply to the buyer's notice, and offer to refund the advance with interest where appropriate. A seller who simply ignores the buyer and sells to someone else at a higher price faces a weak defence.

Court fees and valuation

A suit for specific performance of an agreement to sell property is valued, for court fee purposes, on the consideration stated in the agreement in most states. Court fees can be substantial on high-value properties. In Delhi and Uttar Pradesh, the rates are set by the respective Court Fees Acts as amended. In arbitration, there is no court fee, but arbitrator fees are calculated on the value of the claim. Factor these costs into the decision to sue, and into the choice between court and arbitration where both are possible.