A.K.Banerjee, J. - (1.) Appellant, a limited company being the owner of a plot of land situated at B.L. Shah Road, Calcutta entered into an agreement for sale with the respondent, a registered society to sell the said plot of land to the respondent at a sum of Rs.12.5 lac.
(2.) The salient feature of the said agreement for sale executed on 13th April, 1981 is as follows: 4. The vendor shall within one week from the date hereof deliver to the purchaser's advocate M/s. Khaitan & Company of 9, Old Post Office Street, Calcutta against their accountable receipt all original documents of title and other papers relating to the said premises that are in their possession for investigation of title and shall answer all reasonable requisition on title which may be made by the purchaser's said advocate and shall otherwise make out a marketable title to the said premises. 7. The Vendor agrees to obtain the said consents and/or permission and clearance Certificate within a period of eight months from the date of finalization of the draft conveyance and to execute a proper conveyance or conveyances in respect of the said premises in favour of the Purchaser or its nominee or nominees within a further period of 30 days of the receipt of all consents and permission and clearance certificate and simultaneously therewith the Purchaser shall pay the balance of the consideration and/or purchase price to the vendor. 8. The vendor shall at its own cost make out a marketable title to the said premises free from all encumbrances and shall cause all necessary parties, if any, to join in the conveyance. 9. In the unlikely event of any open land not exceeding 20% of the total area comprised in the said premises being held or alleged by the authorities to be vacant land liable to be acquired and/or be acquired under the said let land/or under any other Act or affected by any notice of acquisition or requisition, then and in such event the Vendor shall have the option to call upon the Purchaser to accept the conveyance or conveyances and/or transfer of the remainder of the said premises provided however that the Vendor shall be liable to make a proportionate reduction in the purchase period payable by the Purchaser as herein provided further that for the purpose of proportionate reduction as aforesaid the value of the land and the buildings shall be taken separately as per valuation made by recognized valuers to be mutually agreed upon and reduction will be made on the basis of the value of the land and/or buildings not transferred provided further that if such open lands held or alleged by the authorities to be vacant land exceeds 20% of the total area of the said premises, then and in such event, the purchaser shall have the option either to call upon the vendor to execute the conveyance or conveyances and/or transfer of the remainder of the said premise subject to the vendor making a proportionate reduction in the purchase price as aforesaid, or to terminate this agreement. 10. In case of non-receipt by the Vendor of the permission under the Urban Land (Ceiling & Regulation) Act, 1978 for sale of the said premises within one year from the date hereof this agreement shall stand terminated and the Vendor shall forthwith refused the said earnest money of Rs. 1,00,000/- to the purchaser and this vendor will pay to the purchaser Rs. 500/- (Rupees five hundred) only as the cost charges and expenses incurred by the purchaser for investigation of title and of this agreement and also pay interest on the said earnest money @ 12% per annum. 11. In case after the Vendor's complying with its obligation hereunder and/or being ready and willing and in a position to execute the conveyance or conveyances the purchaser fails or neglect to pay the balance of the consideration and to have executed the conveyance or conveyances as aforesaid then and in such event the Vendor may either sue the purchaser for specific performance and/or damages or terminate this agreement and forfeit the earnest money paid as aforesaid by way of liquidated damages. 12. If after making out a marketable title to the said premises and obtaining the permission under the Urban Land (Ceiling & Regulation) Act, 1976 and the clearance certificate under section 230A of the Income Tax Act, 1961, the Vendor fails or neglects to complete the transaction the purchaser may either cancel this agreement in which event the vendor will forthwith refund the said earnest money of Rs. 1,00,000/- to the Purchaser and the Vendor will pay interest thereon @12% per annum and will also pay Rs. 500/- only as the costs charges and expenses mentioned in clause 10 hereof or the purchaser may at its option sue the vendor for specific performance of this contract and/or for damages and held the vendor liable for all costs charges and expenses incurred therein. 13. In case however the vendor fails to make out a marketable title to the said premises and/or fails to obtain permission under the Urban Land (Ceiling & Regulation) Act, 1976 or the clearance certificate under section 120A of the Income Tax Act, 1961 and/or fails to carry out its other obligations herein and on the part of the Vendor to be observed and performed then this agreement shall stand cancelled in which event the Vendor shall forthwith refund to the Purchaser the earnest money paid in terms thereof and the Vendor will pay interest thereon at the rate of 12% per annum and will also pay Rs. 500/- (Rupees five hundred) only as the costs charges and expenses and mentioned in clause 10 hereof.
(3.) From the aforesaid clauses of the agreement for sale it would appear that the parties intended to complete the transaction within a time bound period. However, the conduct of the parties which would be discussed shortly hereinafter, would reflect otherwise.;