Quick answer: In Mukeshbhai Kantibhai Prajapati and Another v. Viren Ratilal Patel and Others, decided on 11 September 2026, the Gujarat High Court held that a power of attorney titled “irrevocable” was, in substance, an ordinary revocable power because it gave its holder no interest in the property under Section 202 of the Indian Contract Act, 1872 — so the owners’ cancellation of it was valid, and a sale deed executed afterwards conveyed no title. A later purchaser from the void-title holder fared no better, having failed to trace an earlier registered sale deed that a title search would have disclosed.
1. Introduction
Powers of attorney sit at the centre of an enormous volume of Indian property practice, and of an equally enormous volume of Indian property litigation. Owners who cannot execute a sale personally — because they live abroad, hold jointly-owned land, or prefer to delegate — routinely authorise an agent to negotiate, contract and convey on their behalf. To make that authorisation durable against a change of mind, the document is almost invariably styled an “irrevocable power of attorney.” But the label does no legal work on its own: Indian courts have long insisted that irrevocability under Section 202 of the Indian Contract Act, 1872 depends on the agent holding an actual interest in the property, not on the word “irrevocable” printed at the top of the page.
On 11 September 2026, the Gujarat High Court applied that settled principle to a dispute over two small parcels of agricultural land at village Uvarsad in Gandhinagar district. The land had passed through a tenant’s statutory purchase, a testamentary succession, competing powers of attorney, a tenancy-authority order vesting it in the state and then restoring it, a cancelled power of attorney, a sale deed executed after that cancellation, and finally two further registered sales to third parties — one made while the underlying appeal was still pending. Two sets of appellants — the original transferee’s agent and successor-in-title, and a later purchaser — asked the High Court to reinstate the transaction the first appellate court had struck down.
This article sets out the facts, the Court’s reasoning on when a power of attorney becomes genuinely irrevocable, on what survives its cancellation, and on why a subsequent purchaser could not shelter behind good faith, and closes with what the judgment means for anyone drafting, relying on, or buying property under a power of attorney in India.
2. Case Summary and Background
The suit land — two survey numbers at village Uvarsad, Taluka and District Gandhinagar, together measuring under a hectare — had originally belonged to one Jivabhai Mathurbhai and passed by mutation to his successor. A cultivating tenant’s heir, Parshottambhai Jorabhai, exercised his statutory right under the Gujarat Tenancy and Agricultural Lands Act, 1948 to purchase the land from its owner at a fixed statutory price, which made it “new tenure” land — subject to Section 43 of that Act’s restriction against sale, gift, mortgage or other transfer without permission of the competent authority, meant to protect the tenant-purchasers the statute had installed as owners. Parshottambhai bequeathed the land by will to Ratibhai Bhulabhai Patel, whose name was mutated on Parshottambhai’s death in 1986 and who himself died in 2000, whereupon his four children — the plaintiffs in the underlying suit — were mutated as owners.
Well before his death, in 1990, Ratibhai had executed a notarised sale agreement and an “irrevocable” power of attorney over the land in favour of a buyer referred to in the judgment as defendant No. 2. That unregistered transaction fell foul of Section 43: tenancy authorities set it aside in 1998 and ordered the land vested in the state, a decision partially reversed on revision in May 2008, restoring the land to the family. Shortly afterwards, defendant No. 1 — who by then held a fresh power of attorney from the four plaintiffs, executed on 5 March 2007 and again styled “irrevocable” — signed an agreement with defendant No. 2 cancelling the 1990 sale and formally restoring possession to the plaintiffs, which the Mamlatdar recorded, mutating the plaintiffs’ names.
Within months, the same cast of documents reappeared. In October 2008 the plaintiffs entered a notarised agreement to sell the land to a fifth party, plaintiff No. 5. In December 2008, defendant No. 1 — acting under the 2007 power of attorney — executed a registered agreement to sell the same land to defendant No. 2, receiving part of the consideration on the plaintiffs’ behalf. On 6 January 2009, the plaintiffs served notice cancelling the 2007 power of attorney; defendant No. 1’s advocate replied six days later, acknowledging the part-payment already received. Notwithstanding that cancellation, defendant No. 1 went on, on 30 July 2009, to execute a sale deed conveying the land to defendant No. 2 under the same now-cancelled power of attorney. A stamp-duty deficiency delayed registration; by the time it was finally registered, on 19 May 2011, the land’s tenure restriction had itself been lifted, the Collector having converted it from new to old tenure on 14 March 2011. Meanwhile the plaintiffs, having already executed a registered agreement to sell and a registered power of attorney in favour of plaintiff No. 5 in August 2009, completed a registered sale deed in his favour on 18 June 2012, once the tenure conversion removed any statutory bar.
Two competing, irreconcilable registered sale deeds over the same land — one from 2011, one from 2012 — inevitably produced litigation. The plaintiffs and plaintiff No. 5 jointly sued in 2014 for a declaration that the 2012 deed was valid and the 2011 deed void, and for an injunction. The trial court dismissed the suit; the first appellate court, on 27 April 2026, reversed it in full, declaring the 2011-registered sale deed to defendant No. 2 null and void, the 2012 sale deed to plaintiff No. 5 valid, and plaintiff No. 5 a bona fide purchaser. By then, defendant No. 2 had already sold the land on by two further registered sale deeds dated 24 December 2021 to third parties belatedly joined to the appeal as subsequent purchasers. Defendants Nos. 1 and 2, and the subsequent purchasers, then filed the second appeals before Justice Shelat.
3. Legal Analysis
3.1 Agency coupled with interest: what Section 202 actually requires
The appellants’ central argument was that the 2007 power of attorney was an agency “coupled with interest” under Section 202 of the Contract Act, and hence could not be revoked once defendant No. 1 had partly exercised it by contracting to sell to defendant No. 2 in December 2008. The Court rejected this at the threshold. Reading the power of attorney clause by clause, it found defendant No. 1 authorised to execute agreements, manage possession, and sell the land — but nowhere entitled to retain any part of the sale proceeds or otherwise given a beneficial stake in the property itself. Section 202 requires more than authority to deal with property; it requires the agent to have “himself an interest in the property which forms the subject-matter of the agency,” of the kind illustrated by its own statutory illustrations — an agent authorised to sell land and pay himself, out of the proceeds, a debt independently owed to him. Tracing this through Dalchand v. Seth Hazarimal & Ors., 1931 SCC OnLine MP 57, and Palani Vannan v. Krishnaswami Konar, 1945 SCC OnLine Mad 119 — both holding that an agent’s prospective remuneration from a sale, without more, is not an “interest” securing irrevocability — and the Delhi High Court’s summary in Shri Harbans Singh v. Smt. Shanti Devi, 1977 SCC OnLine Del 102, of the conditions for irrevocability, the Court concluded that a power of attorney authorising a sale is not, without an independent stake for the agent, coupled with interest — whatever it is titled.
The Court leaned on the Supreme Court’s recent decision in M.S. Ananthamurthy v. J. Manjula, (2025) 10 SCC 596, quoted at length for the proposition that mere contemporaneous execution of a power of attorney and an agreement to sell in favour of the same person does not by itself establish an interest in the property; the interest must appear from the document as a whole, construed — per the three-judge bench in Timblo Irmaos Ltd., Margao v. Jorge Anibal Matos Sequeira, (1977) 3 SCC 474 — in light of its purpose, with operative clauses controlling over any bare recital. The Gujarat High Court’s own precedent, Manubhai Prabhudas Patel v. Jayantilal Vadilal Shah, 2011 SCC OnLine Guj 7028, and the Madras High Court’s classic statement in Anantha Pillai v. Ratiinasabapatiiy Mudaliar, 1968 (2) MLJ 574, supplied the same rule: a document styled “irrevocable” is not one in substance, and vice versa; the instrument as a whole, not an isolated word, decides the question. Applying it, the Court found no clause of the 2007 power of attorney conferring any interest on defendant No. 1, and held it an ordinary revocable general power of attorney despite its title.
3.2 Why registration mattered even though a power of attorney need not itself be registered
The appellants gained no ground from the fact that defendant No. 1 had gone on to execute a registered agreement to sell in favour of defendant No. 2 in December 2008. The Court, following the Karnataka High Court’s decision in Channegowda & Anr. v. N.S. Vishwanath & Ors., 2023 SCC OnLine Kar 153, drew a distinction between a power of attorney that merely authorises a sale — which need not be registered — and one that itself creates an interest in immovable property in the holder, which requires compulsory registration under Section 17(1)(b) of the Registration Act, 1908. Because the 2007 power of attorney conferred no such interest, and was in any event unregistered, defendant No. 1 could not point to it as a source of any right capable of surviving the principals’ cancellation. This reasoning echoes, without needing to invoke it directly, the doctrine of Suraj Lamp & Industries Pvt. Ltd. v. State of Haryana, 2012 (1) SCC 656, where the Supreme Court held that so-called “GPA sales” — transfers effected through an agreement to sell and an irrevocable power of attorney rather than a registered conveyance — do not themselves pass title to immovable property. An interest-creating power of attorney that goes unregistered cannot do covertly what an unregistered instrument cannot do overtly under Section 17.
3.3 Section 204 and partial exercise: what actually survived the cancellation
The appellants’ fallback argument invoked Section 204 of the Contract Act, which bars a principal from revoking authority “after the authority has been partly exercised, so far as regards such acts and obligations as arise from acts already done in the agency.” Because defendant No. 1 had already executed a registered agreement to sell in December 2008, the appellants argued, the plaintiffs could not revoke the power of attorney at all in January 2009. The Court agreed only with the narrower, correct reading: the December 2008 agreement remained a binding obligation of the principals, enforceable against them, in principle, by a suit for specific performance, because it had already been done while the agency subsisted. But Section 204 protects only acts already completed — it does not resurrect the agent’s authority to perform further acts, such as executing a sale deed seven months after the agency had been terminated. Since defendant No. 2 never sued for specific performance, and instead simply had defendant No. 1 execute a sale deed in July 2009 in the teeth of a cancellation of which defendant No. 2 was demonstrably aware — his own advocate’s reply to the cancellation notice referred to the part-payment received — that later sale deed conveyed nothing at all. This is the judgment’s most transferable holding: a power of attorney partly exercised before cancellation preserves only the legal consequences of what was already done, never a continuing licence to act afterwards.
3.4 Nemo dat and the subsequent purchasers: no shelter in caveat emptor
The subsequent purchasers, who had bought the land from defendant No. 2 by two registered sale deeds in December 2021 — during the pendency of the first appeal — fared no better. Since defendant No. 2 himself held no valid title, the settled principle that a transferor cannot pass a better title than he holds left them with nothing, regardless of the price paid or the formality of registration on their own instrument. The Court also declined to treat them as bona fide purchasers for value without notice: a competing registered sale deed in favour of plaintiff No. 5, executed in 2012, predated their 2021 purchase by nearly a decade and would have surfaced on any ordinary search of the sub-registrar’s records against the same survey numbers. Caveat emptor squarely applied — a purchaser is expected to trace the chain of title through the registered record, and cannot plead ignorance of a document a search would have disclosed.
3.5 The road not taken: Section 43 of the Tenancy Act left open
Having resolved the appeal on the agency and title question, the Court declined to decide whether the 2009-executed, 2011-registered sale deed was independently void under Section 43 of the Tenancy Act — a question complicated by the fact that the land’s “new tenure” restriction was lifted between execution and registration, and by a related Registration Act dispute (drawing on the Constitution Bench’s ruling in Ram Saran Lall v. Mst. Domini Kuer, AIR 1961 SC 1747, on when a sale is legally “completed,” against the respondent’s countervailing reliance on Kanwar Raj Singh (Dead) through LRs v. Gejo (Dead) through LRs and Others, (2024) 2 SCC 416) over whether execution or registration fixes the date a sale takes effect. The Court called this “academic” once the sale deed had already failed for want of authority, and left it open for a case where it actually arises. Consistent with the settled limits on interference under Section 100 of the Code of Civil Procedure, 1908 — reiterated through Kondira Dagadu Kadam v. Savitribai Sopan Gujar, AIR 1999 SC 2213, and Jaichand (Dead) through LRs and Others v. Sahnulal and Another, 2024 SCC OnLine SC 3864 — the Court also confirmed that a second appellate court cannot re-open findings of fact recorded below unless they are perverse or contrary to law, and found no such infirmity here.
4. Practical Significance
For conveyancers and anyone relying on a power of attorney to buy, sell or manage Indian real estate, the judgment is a plain warning against treating the word “irrevocable” as self-executing. A power of attorney intended to survive the principal’s change of mind — because the agent has paid for a stake in the property, or advanced money against it — should say so expressly, identifying the interest, rather than relying on the label alone; and where that interest amounts to a genuine transfer of a beneficial stake in immovable property, the instrument should be registered under Section 17(1)(b) of the Registration Act, since an unregistered document cannot do that work regardless of its title.
For agents and their principals, the case cautions both sides. An agent who has partly performed under an authority later cancelled retains only whatever legal consequence already attached to the completed act — here, a claim the buyer could have pursued for specific performance — and gains no licence to complete a further transaction on the strength of the same authority. A principal who wishes to cancel a power of attorney mid-transaction should do so in clear, dated writing and keep proof that the agent, and any known counterparty, received it; a cancellation that is disputed or undocumented invites years of litigation over exactly this point.
For purchasers and their title-diligence counsel, the judgment reinforces that a search of the registered record against the specific survey numbers — not reliance on the immediate vendor’s paper title alone — is the only real protection against buying a defective chain. The subsequent purchasers here paid for registered sale deeds in 2021 and still took nothing, because a competing registered conveyance from 2012 sat in the same sub-registrar’s records the whole time. Developers and financiers extending credit against agricultural or converted-tenure land should treat any transaction tracing back through a power of attorney as requiring scrutiny of whether that instrument itself created, and registered, an interest, rather than simply confirming that some document exists.
For litigators handling second appeals in property disputes, the case is a reminder that a substantial question of law under Section 100 of the CPC must genuinely turn on an error of law or a perverse finding of fact, and that a court which can resolve an appeal on one clean ground will often decline to rule on parallel statutory arguments, leaving those questions open rather than settled.
5. Conclusion
Thirty-six years after the land first passed through a statutory tenant’s purchase, and seventeen years after the power of attorney at the heart of this dispute was cancelled, the Gujarat High Court has confirmed what the cancellation notice already said in January 2009: an “irrevocable” power of attorney without a genuine interest of the holder in the property is an ordinary power of attorney, freely revocable, and nothing executed under it after revocation can pass title. The judgment breaks no new doctrinal ground — the Section 202 test for agency coupled with interest, and the requirement that an interest-creating power of attorney be registered to have effect, are both well settled, and the Supreme Court’s recent restatement in M.S. Ananthamurthy did much of the work the Gujarat High Court needed. Its value lies in showing, step by step, how settled law resolves a tangled chain of competing sale agreements, tenancy-authority orders and successive registered deeds, and in its firm application of caveat emptor against purchasers who could have discovered the defect in their vendor’s title by the simplest of searches. Left open, rightly, is the harder question the Court declined to reach — whether a sale deed executed while land is under a statutory transfer restriction, but registered only after that restriction is lifted, is saved or doomed by the timing — which will wait for a case where deciding it is not merely academic.
Citations
Primary judgment
- Mukeshbhai Kantibhai Prajapati and Another v. Viren Ratilal Patel and Others, R/Second Appeal No. 423 of 2026 with R/Second Appeal No. 424 of 2026 (and connected Civil Applications for Stay), Gujarat High Court at Ahmedabad, C/SA/423/2026 (GJHC240469382026), reserved 24 July 2026, pronounced 11 September 2026 (Maulik J. Shelat, J.), arising from the judgment and decree dated 27 April 2026 of the Principal District Judge, Gandhinagar, in Regular Civil Appeal No. 66 of 2019, itself arising from the judgment and decree in Special Civil Suit No. 118 of 2014 of the Principal Senior Civil Judge, Gandhinagar. Source: Indian Kanoon, accessed 13 September 2026.
Precedents relied on in the primary judgment
- M.S. Ananthamurthy v. J. Manjula Etc., (2025) 10 SCC 596 / 2025 INSC 273.
- Timblo Irmaos Ltd., Margao v. Jorge Anibal Matos Sequeira, (1977) 3 SCC 474.
- Dalchand v. Seth Hazarimal & Ors., 1931 SCC OnLine MP 57.
- Palani Vannan v. Krishnaswami Konar, 1945 SCC OnLine Mad 119.
- Shri Harbans Singh v. Smt. Shanti Devi, 1977 SCC OnLine Del 102.
- Manubhai Prabhudas Patel v. Jayantilal Vadilal Shah, 2011 SCC OnLine Guj 7028.
- Anantha Pillai v. Ratiinasabapatiiy Mudaliar, 1968 (2) MLJ 574.
- Channegowda & Anr. v. N.S. Vishwanath & Ors., 2023 SCC OnLine Kar 153.
- Russi Fisheries (P) Ltd. v. Bhavna Seth, 2026 SCC OnLine SC 555.
- Bholaram v. Ameerchand, (1981) 2 SCC 414.
- Madhavan Nair v. Bhaskar Pillai (Dead) by LRs, (2005) 10 SCC 553.
- Kashibai w/o Lachiram v. Parwatibai w/o Lachiram, (1995) 6 SCC 213.
- Kulwant Kaur v. Gurdial Singh Mann (Dead) by LRs, AIR 2001 SC 1273.
- Jaichand (Dead) through LRs and Others v. Sahnulal and Another, 2024 SCC OnLine SC 3864.
- Kshitish Chandra Purkait v. Santosh Kumar Purkait, (1997) 5 SCC 438 (cited within Jaichand v. Sahnulal).
- Kondira Dagadu Kadam v. Savitribai Sopan Gujar, AIR 1999 SC 2213.
- Ram Saran Lall v. Mst. Domini Kuer, AIR 1961 SC 1747 (raised in argument; the Court left the underlying question academic and did not decide it).
- Kanwar Raj Singh (Dead) through LRs v. Gejo (Dead) through LRs and Others, (2024) 2 SCC 416 (raised in argument in reply; not addressed in the Court’s holding).
- Mukesh Jashvantlal Patel and Others v. Ishwarlal Bhagwandas Patel and Others, First Appeal No. 280 of 2025, Gujarat High Court, interim order dated 12 February 2025 (cited by the appellants; not adopted by the Court).
- Decd. Shaikh Ismailbhai Hushainbhai Through LH v. Vankar Ambalal Dhanabhai, 2024 (1) GLH 222 (Full Bench, referred to within the cited interim order).
Background authority discussed (general principle, not directly applied to dispose of the appeal)
- Suraj Lamp & Industries Pvt. Ltd. v. State of Haryana & Anr., 2012 (1) SCC 656 (decided 11 October 2011), on the invalidity of “GPA sale” and “SA/GPA/Will” transactions as modes of transferring title to immovable property, referred to within the Karnataka High Court’s decision in Channegowda, which the Gujarat High Court quoted with approval.
Statutory provisions engaged
- Sections 201, 202, 203 and 204, Indian Contract Act, 1872 (creation, interest-based irrevocability, and revocation of agency).
- Section 17(1)(b), Registration Act, 1908 (compulsory registration of instruments creating an interest in immovable property); Section 47 (operation of registered documents), raised in argument.
- Section 54, Transfer of Property Act, 1882 (an unregistered agreement to sell creates no interest in immovable property).
- Section 43, Gujarat Tenancy and Agricultural Lands Act, 1948 (restriction on transfer of new tenure land).
- Section 100 and Order XLI, Code of Civil Procedure, 1908 (scope of a second appeal; procedure on appeal).
This article is not legal advice and does not create an attorney–client relationship. Readers should verify the certified copy of the judgment and any subsequent clarificatory orders before relying on it, and consult a qualified advocate on the facts of their matter.