Quick answer: In C.Rajendran v. P. Arumugam, decided on 25 September 2026, the Madras High Court dismissed a second appeal by two of three landowning brothers against a decree for specific performance of a 2011 agreement of sale executed, on their behalf, by their power-of-attorney agent. The agent had entered into the agreement while holding two registered powers of attorney; the principals cancelled those powers only in April 2011, months after the agreement and its part-payment. The Court held that because the agent’s authority was valid and unrevoked when the agreement was made, the agreement bound the principals regardless of the later cancellation, and regardless of a dispute over how much land the powers actually covered — a dispute the Court resolved against the principals on the documentary record, including sale deeds they had themselves executed to third parties out of the same layout.
1. Introduction
Family-held agricultural land converted into a residential layout, sold off plot by plot through a single power-of-attorney agent, is one of the most common transactional structures in Indian real estate outside the metropolitan markets, and one of the most common sources of litigation when the family later disowns the agent’s dealings. C.Rajendran and Another v. P. Arumugam and Others, decided by a learned Single Judge of the Madras High Court on 25 September 2026, is a second appeal arising from exactly that pattern: three brothers who developed a family holding into a layout named “KKS Nagar,” appointed one of their own relatives as power agent to sell individual plots, and then — after selling several plots through him without complaint — turned around and argued that a sale he had concluded with a particular buyer either exceeded his authority or had, in any event, ceased to bind them once they cancelled his power.
The agent, impleaded as the fourth defendant, held two separate registered powers of attorney executed in August 2008 by the three principals. Acting under those powers, he entered into an agreement of sale in January 2011 for two specific plots with the plaintiff, receiving a part payment and fixing a balance and a timeline for completion. The principals cancelled the powers in April 2011. When the plaintiff sought to complete the purchase in late 2012, he was told of the cancellation and, on failing to secure execution of the sale deed, sued for specific performance. He succeeded before the trial court in 2017 and again in first appeal in 2025, and two of the three principals carried the matter to the High Court by second appeal under Section 100 of the Code of Civil Procedure, 1908, admitted on three substantial questions of law concerning the scope of the power of attorney, Sections 200 to 202 of the Indian Contract Act, 1872, and the appellate courts’ appreciation of the evidence.
This article sets out the facts, the Court’s reasoning for dismissing the appeal, the statutory framework of agency and specific performance it engages, and what the decision means for drafting, exercising, and later trying to undo powers of attorney in transactions of this kind.
2. Case summary and background
The suit property lay within a larger holding of 2.70 acres in Survey Field No. 20/3, Muthukalipatty village, Rasipuram Taluk, Namakkal District, Tamil Nadu, belonging to three brothers who appear in the litigation as defendants 1 to 3. The defendants’ own pleadings admitted that 30 cents on the eastern side had been gifted to the first defendant’s wife, leaving 2.40 acres in the brothers’ hands. They developed the remainder into a plotted layout called “KKS Nagar,” selling individual plots — including Plot Nos. 4, 5, 6, 9, 21 and 28 — to third parties by registered sale deeds over time. According to their written statement, they had retained 15 cents on the northern side and 17.5 cents on the south-west for their own use, and had executed powers of attorney covering only the balance, which they described as 2.075 acres.
To handle the sale of the remaining plotted land, the third defendant executed a registered power of attorney on 20 August 2008, and the first and second defendants executed a separate registered power of attorney on 28 August 2008, both in favour of a relative who appears in the case as the fourth defendant. Acting under these powers, the fourth defendant entered into an agreement of sale with the plaintiff on 28 January 2011 for Plot Nos. 37 and 41, receiving an advance of Rs. 1,00,000 against a balance of Rs. 44,600, with 24 months allowed to complete the transaction. The plaintiff’s case was that he repeatedly sought execution of the sale deed and was met with excuses, until, in December 2012, he received a notice that the defendants had cancelled the fourth defendant’s power of attorney — a cancellation the fourth defendant himself said had occurred on 25 April 2011, without notice to him. The plaintiff took the position that a cancellation occurring after the agreement could not affect a transaction already concluded, issued a reply notice calling the parties to the Sub-Registrar’s office at Rasipuram to complete the registration, and, when the sale still did not proceed, filed suit for specific performance and a permanent injunction (O.S. No. 12 of 2013, Sub Court, Rasipuram).
The defence, split between the three principals and their agent, was more complicated than a straightforward denial. Defendants 1 to 3 admitted owning the land and receiving the plaintiff’s notices, but contended that the two powers of attorney covered only 2.075 acres, excluding the disputed 15 cents and 17.5 cents, and that Plot Nos. 37 and 41 fell within land they had never authorised the fourth defendant to sell. They also pointed to a separate dispute: the fourth defendant, they said, had additionally obtained a power of attorney from an unrelated neighbouring family (one Varudhappa Gounder and his descendants) and had improperly clubbed that land with the family’s own layout when dealing with buyers, a dispute in which they had already obtained a 2010 decree against the fourth defendant and the neighbours. On this footing they professed willingness to execute a sale deed for whatever fell genuinely within the fourth defendant’s authority, while resisting the suit as framed.
The fourth defendant’s own written statement took a different line: he did not dispute the plaintiff’s entitlement to a sale deed at all, attributing his failure to perform solely to the principals’ unilateral and, he said, unnoticed cancellation of his power. He added a telling detail — that the same three principals had separately entered into another sale agreement in December 2010, for two other plots in the same layout, with one Anbalagan, who had in turn filed his own suit for specific performance when that transaction also stalled. The trial court, after recording evidence from the plaintiff and two witnesses to the agreement on one side, and the first defendant, the fourth defendant, and a third party on the other, decreed specific performance in 2017. A regular first appeal by defendants 1 and 2 (the third defendant did not join, being resident in the United Kingdom) was dismissed by the Principal District Judge, Namakkal, in July 2025 — eight years after the trial decree, illustrating the pace at which civil litigation over conveyancing disputes commonly moves through the Indian court system. The second appeal followed, admitted on three substantial questions of law and, by an order of the Chief Justice, heard together with a connected second appeal (S.A.No.870 of 2014) arising from the family’s earlier litigation over the neighbouring land.
3. Legal analysis
3.1 An agent’s authority is tested at the date of the act, not the date of the dispute
The Court’s central holding rests on a proposition that will be familiar to anyone who has studied the law of agency, but that bears restating precisely because it is so often contested in practice: the validity of an act done by an agent under a power of attorney is judged as at the date the act was done, not as at some later date when the principal has had a change of heart. Here, the agreement of sale was executed on 28 January 2011. The powers of attorney under which the fourth defendant acted were executed in August 2008 and were not cancelled until 25 April 2011 — after the agreement, after the advance payment, and, on the judgment’s account, after the balance period had already begun to run. The Court held, in terms, that “[o]n the date on which the agreement had been entered into and the amounts had been received, the power of attorney was valid,” and that “[w]hen a power agent enters into an agreement of sale, unless and until it is demonstrated that the agreement is collusive, it would be binding upon the principals.”
This is, in substance, an application of the general law of agency under Chapter X of the Indian Contract Act, 1872, which the appellants’ substantial questions of law expressly invoked by reference to Sections 200 to 202. Those provisions sit within the Act’s scheme for termination of an agent’s authority: Section 201 identifies how an agency ends, including by the principal’s revocation, while Section 202 carves out an agency “coupled with interest,” which cannot be revoked to the prejudice of that interest. The appellants’ premise was that once the powers were cancelled, the fourth defendant’s authority to bind them evaporated, taking the agreement down with it. The Court’s answer was that this gets the sequence backwards: termination of an agent’s authority operates on future conduct, not retrospectively on a transaction already validly concluded while the authority subsisted. A principal who confers authority, watches it exercised, and only later withdraws it cannot use that withdrawal to unwind what the agent had already validly done — a rule that protects the third party who dealt with the agent in good faith on the strength of a registered instrument that was, at the relevant time, exactly what it purported to be.
The Court expressly declined to rule on whether the cancellation itself was validly effected, recording that “there is no necessity to go into whether the power of attorney had been validly cancelled or not, as the agreement of sale had been entered into when the power of attorney was alive,” and leaving the principals free to litigate that question separately. Its further observation that a claim to unilaterally cancel a power of attorney “is one contrary to the Indian Contract Act,” and that even a power recorded as irrevocable is not truly irrevocable “unless and until it is a power coupled with interest,” reads as an aside rather than a considered ruling, since the point was, on the Court’s own statement, unnecessary to decide. Readers should treat that passage as an observation, not a holding that this cancellation was itself invalid — a question the judgment pointedly leaves open.
3.2 Construing the scope of a power of attorney against the parties’ own subsequent conduct
The second contested issue was one of construction rather than termination: did the powers of attorney, on their true reading, extend to the 15 cents on the northern side that included Plot Nos. 37 and 41, or were they confined, as the principals argued, to 2.075 acres that excluded that strip? This was not a dispute the Court could resolve by looking at the powers of attorney in isolation, since — on the judgment’s account — the documents themselves did not carve out any specific exclusion in the terms the principals described. Instead, the Court triangulated the scope of the authority from the parties’ own subsequent dealings: registered sale deeds the principals had themselves executed in favour of third-party buyers within the same “KKS Nagar” layout showed that 2.25 acres, not 2.075 acres, had in fact been alienated under the very powers of attorney now said to be narrower. A separate document, an acknowledgment dated the same day as one of the powers of attorney, recorded receipt of Rs. 60,00,000 without any qualification consistent with the smaller figure the principals urged.
This illustrates a recurring evidentiary technique in Indian property litigation: where the scope of an authorising instrument is disputed, a court will look past its drafting to the parties’ contemporaneous and subsequent conduct — here, a course of dealing spanning multiple sale deeds — to establish what both sides actually understood the authority to cover. On that basis the Court held that the principals’ story of a retained 15 cents “is a false statement.” It went on to note that a connected second appeal between the same principals and the neighbouring family, arising from their earlier suit over the same strip, had already reached the conclusion that the power of attorney covered 2.25 out of 2.40 acres and that the retained-15-cents story “is a false one.” This article has not independently examined that connected appeal, S.A.No.870 of 2014, and reports this only as the present judgment’s own account of it.
3.3 Specific performance, readiness and willingness, and the limits of a Section 100 appeal
The remaining planks of the appellants’ case fare no better on the judgment’s reasoning. On readiness and willingness — a precondition for specific performance under Section 16(c) of the Specific Relief Act, 1963, in the form the provision took before the Specific Relief (Amendment) Act, 2018 came into force — the Court found that the plaintiff had demonstrated sufficient funds to complete the purchase, while the defendants had failed to come forward to receive the balance consideration and execute the sale deed when called upon to do so by the plaintiff’s notice. No suggestion of collusion between the plaintiff and the fourth defendant was made out on the evidence, which mattered because collusion is the one circumstance the judgment itself identifies as capable of displacing the general rule that an agent’s validly authorised act binds the principal.
It is also worth noting what kind of appeal this was. Section 100 of the Code of Civil Procedure, 1908 confines a second appeal to “substantial questions of law,” a threshold the Madras High Court had itself set by admitting the appeal on three questions in February 2026 — one on the Power of Attorney Act, one on Sections 200 to 202 of the Contract Act, and a third asking whether the courts below had erred in “considering the evidence in consonance with the pleadings.” That third question sits uneasily with the ordinarily narrow scope of a second appeal, which does not permit re-appraisal of concurrent findings of fact merely because a different view is possible; the judgment does not dwell on this tension, disposing of all three questions together by finding the concurrent findings below correctly reached. Even a well-framed substantial question of law will not, by itself, reopen findings two courts below have already concurrently made, absent some genuine error of legal principle.
4. Practical significance
For conveyancing practice, the judgment’s most direct lesson concerns timing discipline around powers of attorney used to sell family or jointly-held land. A principal who wishes to constrain an agent’s authority to a defined extent should say so in the instrument itself, in survey-number and extent terms that leave no room for the kind of after-the-fact argument mounted here; relying on an unstated, informal understanding about which portion is “retained” is a strategy this judgment shows failing once the principal’s own later sale deeds are placed alongside the power of attorney’s silence on the point. A buyer dealing with a power-of-attorney holder should, wherever possible, verify the agent’s authority against the underlying registered instrument and, ideally, against the principal’s own prior dealings under it — precisely the documentary trail that rescued the plaintiff here.
Second, the case confirms that a principal cannot use a later revocation of a power of attorney as a shield against a transaction the agent concluded while validly empowered — whether the family’s falling-out with its agent is over money, or, as the fourth defendant’s evidence suggested here, a wish to resell the same plots on better terms. But the judgment does not hold that cancellation is always ineffective; it holds only that cancellation cannot reach back and unwind an agreement already struck. Buyers should still verify, at the time of any agreement, that the power being relied upon is currently subsisting — the protection this case offers runs from the date of the agreement forward, not as insurance against a power’s prior invalidity.
Third, for families structuring layouts through a power agent, the case cautions against selling plots piecemeal over years without a contemporaneous written record of exactly what is retained: the principals’ claim to fifteen retained cents might have fared better recorded in the power of attorney itself than asserted years later against a course of dealing that told a different story. Finally, the timeline is its own lesson — an agreement from 2011 took a trial decree in 2017, a first-appellate confirmation in 2025, and a second-appellate disposal in 2026 to reach finality, a span that underscores why documentary precision at the drafting stage is worth more than confidence in eventual litigation.
5. Conclusion
C.Rajendran v. P. Arumugam settles nothing genuinely novel in the law of agency; that an agent’s validly authorised act binds the principal notwithstanding a later revocation is well established. Its value lies in showing that proposition doing real work on a common Indian conveyancing pattern — a family that sells land through one of its own members holding a power of attorney, then seeks to disown a sale after falling out with that agent. The Court’s approach, reading the scope of a disputed power against the family’s own subsequent sale deeds rather than its litigation-stage assertions, and separating an agreement’s validity at the time it was made from a power’s later revocation, offers a template for how such disputes are likely to be resolved elsewhere. The lesson for buyers, agents and drafters: define the scope of authority precisely in the instrument itself, and treat the date of the agreement, not any later dispute, as the moment that matters.
Citations
- C.Rajendran and Another v. P. Arumugam and Others, S.A.No.79 of 2026 and C.M.P.No.2229 of 2026, High Court of Judicature at Madras (V. Lakshminarayanan, J.), reserved 10 August 2026, pronounced 25 September 2026. Source: Indian Kanoon, accessed 27 September 2026.
Statutory provisions engaged
- Sections 182 and 196–202, Indian Contract Act, 1872 (agency; scope of an agent’s authority; termination of agency; agency coupled with interest).
- Section 16, Specific Relief Act, 1963, as it stood prior to the Specific Relief (Amendment) Act, 2018 (readiness and willingness of the plaintiff as a precondition to specific performance).
- Section 100, Code of Civil Procedure, 1908 (scope of a second appeal, confined to substantial questions of law).
- Registration Act, 1908 (registered powers of attorney as the instruments under which the agent’s authority was conferred).
This article relies solely on the text of the judgment itself, including its own recital of a connected second appeal (S.A.No.870 of 2014), which has not been independently verified against that case’s own text; no other case or authority is cited in it, and none is relied on here.
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.