R.Bhattacharyya, J. - (1.) The uncontroverted facts and the proceedings connected therewith have spiralled up to this Court for decision about the fate of the Mission Hill Tea Estate admittedly lying situate within the District Darjeeling, West Bengal.
(2.) The sensitive facts of the case are that the defendant No. 1, Shri Amal Kumar Ghatak, was plunged into debt and incurred huge loan from M/s. United Bank of India, the defendant No. 2 and to wipe out the loan he intended to sell the tea estate. In consequence, he entered into an agreement for the sale of the tea estate on 9.2.1986, supplemented by the execution of irrevocable power of attorney on 18.2.1986 and the general power of attorney on 17th of April, 1986, respectively, the chief aim of which was to assume control and management of the tea estate. Following the agreement, the plaintiffs paid Rs. 500000.00 in earnest.
(3.) The Agreement for Sale contained various clauses for transfer, Management and maintenance of the tea estate and the sale would be completed within one year from date. Some of the important clauses of the said agreement are set forth below as they would be necessary for the purpose of appreciation and decision of the case : (a)"The total consideration of the property (being the Tea Estate) have been worked out at-Rs. 55,00,000/- (tentatively) i.e., the decretal amount that may be passed by this Hon'ble Court in the suit filed by the proforma defendant plus Rs.6,00,000/tentatively being statutory and other liabilities of the fast defendant as described in the Schedule to the Agreement plus the total amount that may have to be paid as Bonus to the workers of the said tea estate for the year 1985 plus a sum of Rs. 6,00,000/- to be paid by the plaintiff No. 1 to the first defendant. (b) The first defendant would make over possession of the tea estate to the plaintiff No. 1 on February 16, 1986. (c) On and form the date of delivery of possession of the tea estate the defendant No. 1 would not interfere in the management and control of the said tea estate and the plaintiff No. 1 would be absolutely free to run the tea estate and to incur expenses as may be found necessary. (d) The plaintiff No. 1 would execute a conveyance within one year from the date of the agreement provided however, that the time of completion of the conveyance would stand extended until the permission of the Government to effect transfer would be obtained by the defendant No. 1 at his costs ; (e) The plaintiff No. 1 shall appropriate all profit and loss easing out of the said tea estate on and from 1st January, 1986. (f) The defendant No. 1 would execute and register an irrevocable .General Power of Attorney in favour of two Directors of the plaintiff No. 1 so that the latter's authority to manage the said tea estate may not be called in question. The said General Power of Attorney would not be revoked by the defendant No. 1 until execution and registration of the conveyance by him in fafour of the applicant company. (g) The defendant No. 1 would execute and register the conveyance in favour of the plaintiff No. 1 after obtaining necessary permission from the Additional District Magistrate, Darjeeling and other requisite permission and certificates including the Income-Tax Clearance certificate regulation under section 230A of the Income Tax Act, 1961 and permission from the additional District Magistrate Darjeeling. (h)Notwithstanding any breaches of the covenants or conditions stated in the Agreement, the Agreement would not be terminated or determined for any reason whatsover until the consideration money be refunded by the defendant No. 1 to the plaintiff No. 1 to the extent that the same would have been paid to him.";