Case Note & Summary
The appellant, Bharat Petroleum Corporation Limited (BPCL), filed a suit for specific performance of an alleged agreement for sale of property against the respondent, Videocon Properties Limited (now Videocon Realty and Infrastructures Ltd.). The suit was based on minutes of a meeting dated 14 March 2001, which recorded discussions between the parties and was signed by their representatives. The minutes mentioned the parties, price, and property, but also indicated that the terms were conditional and subject to completion of formalities including approval by BPCL's management. No amount was paid or received, and it was agreed that the full sale price would be paid upon execution and registration of the sale deed. After the meeting, on 31 March 2001, the respondent inquired about title deeds, and on 19 January 2002, the respondent expressed inability to sell an additional part of 1300 sq. ft. but the first part remained intact. No further steps were taken by either party for a long period. BPCL filed a Notice of Motion in the City Civil Court seeking appointment of Court Receiver and injunction restraining the respondent from selling, transferring, or creating third party rights in the suit property. The trial court dismissed the Notice of Motion on 5 September 2013, holding that the minutes did not constitute a concluded contract. BPCL appealed. The High Court heard the appeal finally by consent. The appellant argued that the minutes clearly mentioned the parties, price, and property, and could not be overlooked at this stage. The respondent contended that the terms were conditional and subject to approval, and no payment was made. The High Court upheld the trial court's decision, holding that the minutes were not a concluded contract as the terms themselves showed they were conditional. The court noted that no amount was paid, no sale deed was executed, and the parties did not take further steps for a long time. The court found that the appellant failed to make out a prima facie case for interim relief, and the balance of convenience was not in its favor. The appeal was dismissed, and the civil application was disposed of.
Headnote
A) Contract Law - Concluded Contract - Minutes of Meeting - The minutes of meeting recording discussions and basic terms, signed by representatives, do not constitute a concluded contract when the terms themselves show they were conditional and subject to completion of formalities including approval by the appellant's management. No amount was paid or received, and the full sale price was to be paid upon execution and registration of sale deed. Held that the minutes were not a concluded contract (Paras 3-5). B) Specific Relief - Interim Injunction - Specific Relief Act, 1963, Section 38 - Interim relief of appointment of Court Receiver and injunction restraining sale/transfer of property was rightly refused by the trial court as the appellant failed to establish a prima facie case of a concluded contract. The balance of convenience also did not favor the appellant as no payment was made and the property was not in possession of the appellant. Held that no interim relief could be granted (Paras 2, 5-6).
Issue of Consideration
Whether the minutes of meeting dated 14 March 2001 constitute a concluded contract for sale of property, and whether the appellant is entitled to interim relief of appointment of Court Receiver and injunction pending suit for specific performance.
Final Decision
The appeal is dismissed. The Civil Application is disposed of. No order as to costs.
Law Points
- Minutes of meeting recording discussions do not constitute a concluded contract
- Interim relief not available when no payment made and terms are conditional
- Specific performance requires a concluded contract
- Court should not grant injunction when contract is not concluded
