Quick answer: In Shree Sai Samarth Buildcon & Ors. v. Tricon Project India Ltd., decided with the connected appeal Atmaram & Ors. v. Tricon Project India Ltd. on 17 September 2026, the Madhya Pradesh High Court upheld a decree of specific performance in favour of a purchaser whose sellers, after being sued, sold the same land to a third party. The Court held that the subsequent sale was governed by the doctrine of lis pendens under Section 52 of the Transfer of Property Act, 1882, rather than the bona fide purchaser exception in Section 19(b) of the Specific Relief Act, 1963, because that exception ceases to operate once a suit affecting the property has been instituted. It also corrected the form of the trial court’s decree, holding that the subsequent purchaser had to be directed to join the original sellers in executing the conveyance, not merely have its own sale deed declared void.
1. Introduction
A recurring hazard in Indian conveyancing is the seller who, having agreed to sell land to one buyer, sells the same land to another after the first buyer has already gone to court. The second buyer will almost always plead good faith: a title search revealed nothing amiss, full consideration was paid, and no notice of the pending litigation was received. Indian law answers this scenario with two provisions pointing in different directions depending on timing. Section 19(b) of the Specific Relief Act, 1963 protects a transferee for value who pays in good faith and without notice of an earlier contract. Section 52 of the Transfer of Property Act, 1882 does the opposite: property under litigation cannot be dealt with by a party to the suit so as to prejudice the outcome, and it carries no good-faith exception at all.
On 17 September 2026, the Madhya Pradesh High Court applied this distinction to a straightforward but instructive set of facts: a developer bought agricultural land near Indore by an agreement to sell, paid over 42 per cent of the price, and sued for specific performance when the sellers stalled. Within a month of being sued, the sellers sold the same land, at a lower price, to another developer. The trial court decreed specific performance in the first buyer’s favour and declared the second sale deed void. Both the original sellers and the subsequent purchaser appealed, and the High Court, hearing the appeals together, dismissed each — but not without correcting an analytical error in how the trial court had dealt with the subsequent purchaser.
This article sets out the facts, the Court’s reasoning on the three questions it framed — evidentiary sufficiency, authority to sue, and entitlement to specific performance — and, in most detail, its treatment of the pendente lite transfer: why Section 19(b) yielded to Section 52, and why the correct decree required the subsequent purchaser to join in conveying title rather than being erased from the record by a declaration of nullity.
2. Case Summary and Background
Tricon Project India Limited entered into an agreement on 17 February 2021 with Atmaram, Radhabai and Nandkishore (the sellers) to purchase four contiguous survey parcels totalling 4.95 acres (2.005 hectares) in Village Datoda, Tehsil Dr. Ambedkar Nagar, District Indore, at Rs. 75,00,000 per acre, for a total consideration of Rs. 3,71,46,900. An advance of Rs. 5,00,000 was paid by cheque on 15 February 2021. The agreement contemplated a further Rs. 45,00,000 within two months, after which the sellers were to obtain a no-objection certificate from Bank of India, Datoda Branch, with whom the land was mortgaged, have the mortgage entry deleted from the revenue records, and secure a diversion order permitting non-agricultural use. The balance of Rs. 3,21,46,900 was payable in six equal quarterly instalments beginning nine months after execution, with the entire consideration to be paid over 24 months.
The plaintiff pleaded that it paid a total of Rs. 1,58,11,469 by 16 September 2022, but that the sellers never confirmed release of the mortgage, never obtained the diversion order, and never carried out the demarcation the agreement required. When a legal notice dated 13 December 2022 calling for execution of the sale deed went unanswered, the plaintiff filed a suit on 16 March 2023 for specific performance, declaration, possession and a permanent injunction. The sellers denied executing the agreement altogether, denied receiving any of the money, and alleged that their signatures had been taken on blank stamp papers and later used to fabricate the agreement; they also argued that, being unregistered, it could not be relied on at all.
Within a month of the suit being filed — on 13 April 2023 — the sellers executed a registered sale deed transferring the same land to Shree Sai Samarth Buildcon, for a lower consideration of Rs. 3,18,00,000. The plaintiff amended its suit under Order I Rule 10 read with Order VI Rule 17 and Section 151 of the Code of Civil Procedure, 1908 to implead the subsequent purchaser and to seek a declaration that this second sale deed was void and not binding on it. The subsequent purchaser was served by substituted mode after evading ordinary service, and was proceeded against ex parte in December 2024 following publication of notice in a newspaper.
At trial, the plaintiff examined Rahul Sharma, the individual who had negotiated the agreement, sent the notice and filed the suit on the company’s behalf, though without a formal board resolution or authorisation letter on record. The sellers examined Nandkishore Patel, who accepted the signatures on the agreement but claimed they had been obtained on blank paper, while simultaneously testifying that the sellers had repeatedly demanded the balance consideration from the plaintiff before selling to the subsequent purchaser — an account the trial court and, later, the High Court, treated as internally inconsistent. Patel also admitted in cross-examination that the subsequent purchaser had not paid the full consideration recited in its own sale deed, that possession of the land remained with the sellers, and that the subsequent purchaser was aware of the plaintiff’s prior transaction. On 11 March 2025, the trial court decreed specific performance, directed the sellers to execute a sale deed on receipt of the balance consideration, ordered delivery of possession, and declared the sale deed in favour of the subsequent purchaser void and ineffective as against the plaintiff. Both the sellers and the subsequent purchaser appealed; the appeals were finally heard together in compliance with a Supreme Court order of 4 May 2026 (in SLP (Civil) No. 1785/2026) directing expeditious disposal, and Justice Vinay Saraf dismissed both on 17 September 2026, affirming the decree with one modification to its operative terms.
3. Legal Analysis
3.1 Two procedural objections that did not disturb the decree
Before reaching the substance, the Court dealt with two threshold arguments. The sellers argued that Rahul Sharma had no authorisation letter or board resolution establishing his authority to sue on the company’s behalf, and could not, in any event, depose as a witness for the company, relying on Janki Vashdeo Bhojwani v. Indusind Bank Ltd., AIR 2005 SC 439, that a power of attorney holder cannot give evidence on matters within the principal’s exclusive knowledge. The Court distinguished this: Sharma was not a power-of-attorney holder speaking for an absent principal, but the individual who had personally negotiated the contract, made the payments and issued the notice, and so was deposing to his own first-hand knowledge. It further held, invoking Section 99 of the Code of Civil Procedure, 1908 and Kiran Singh v. Chaman Paswan, (1954) 1 SCC 710, and Kuldeep Kumar Dubey v. Ramesh Chandra Goyal, (2015) 3 SCC 525, that a decree rendered after full trial on the merits cannot be reversed for a technical defect never raised in the written statement or put in issue at trial, absent a failure of justice, which was not shown here.
The subsequent purchaser separately argued it had been wrongly proceeded against ex parte, service by publication having been ordered without the trial court recording satisfaction that ordinary service would fail. The Court held, applying Bhanu Kumar Jain v. Archana Kumar, (2005) 1 SCC 787, that a first appeal under Section 96(2) of the Code cannot relitigate the correctness of an order proceeding ex parte — that remedy lies only under Order IX Rule 13 — and that such an appeal may challenge only the sufficiency of the evidence on the merits or the court’s jurisdiction. Since the subsequent purchaser had in fact been heard on the merits through the appeal itself, this objection did not assist it.
3.2 Readiness and willingness after the 2018 amendment
The subsequent purchaser’s substantive attack invoked Section 16(c) of the Specific Relief Act, 1963, which bars specific performance to a plaintiff who fails to plead and prove continuous readiness and willingness to perform the contract, citing J. Samuel v. Gattu Mahesh, (2012) 2 SCC 300, and Abdul Khader Rowther v. P.K. Sara Bai, (1989) 4 SCC 313, for the proposition that the plea must be explicit and cannot be inferred. The Court held these authorities inapplicable because they predate the Specific Relief (Amendment) Act, 2018, which deleted the word “aver” from Section 16(c), leaving a bare requirement to “prove” readiness and willingness, and made Section 10 non-discretionary. Relying on the Supreme Court’s recent decision in A. Shahul Hameed v. N. Malligarjuna, 2026 SCC OnLine SC 969, the Court treated readiness and willingness as a question to be gathered from the totality of the parties’ conduct, not the precise wording of the plaint. On the facts, payment of Rs. 1,58,11,469 out of Rs. 3,71,46,900 (nearly 43 per cent of the price), a notice sent promptly on the sellers’ default, and a suit filed without delay were together sufficient proof, while the sellers’ own conduct — denying the agreement outright while simultaneously claiming the plaintiff had defaulted on payment demands — was treated as inconsistent and counted against them. The Court also drew an adverse inference from Atmaram’s failure to enter the witness box despite being the named recipient of the plaintiff’s bank transfers.
3.3 Lis pendens displaces the bona fide purchaser defence
The most significant part of the judgment concerns the subsequent purchaser’s claim to be a bona fide transferee for value under Section 19(b) of the Specific Relief Act, which excludes from the reach of a specific performance decree “a transferee for value who has paid his money in good faith and without notice of the original contract.” The Court first found, as a matter of fact, that the subsequent purchaser could not even satisfy this test on its own terms: Nandkishore Patel admitted in cross-examination that the subsequent purchaser had not paid the full consideration recited in its own sale deed, that it had itself filed a suit to cancel that very sale deed, that possession had never passed to it, and that it had known of the plaintiff’s earlier transaction. None of good faith, full payment or absence of notice was made out.
But the Court went further and held the bona fide purchaser defence unavailable as a matter of law, independent of these facts, because the sale deed to the subsequent purchaser was executed on 13 April 2023 — a month after the plaintiff’s suit was filed on 16 March 2023. At that point, the transfer fell within Section 52 of the Transfer of Property Act, 1882, which bars a party to a pending suit from dealing with the suit property so as to affect the rights of the other party, “except under the authority of the court.” Section 52 carries no good-faith exception, and the Court held, following Guruswamy Nadar v. P. Lakshmi Ammal, (2008) 5 SCC 796, that the doctrine of lis pendens applies whether or not the subsequent purchaser acted in good faith.
For the relationship between the two provisions, the Court relied heavily on the Supreme Court’s decision in Alka Shrirang Chavan v. Hemchandra Rajaram Bhonsale, decided on 21 January 2026 in SLP (Civil) No. 27660 of 2025, which had itself drawn together the Court’s earlier rulings in Celir LLP, Sanjay Verma, Siddamsetty Infra Projects Pvt. Ltd. v. Katta Sujatha Reddy, 2024 SCC OnLine SC 3214, and Danesh Singh v. Har Pyari, 2025 SCC OnLine SC 2805. That judgment held that Section 19(b) “operates at a stage prior to institution of a suit or proceeding,” and that “the moment a suit or proceeding is instituted by a party to the contract whereafter there is transfer of the suit property, Section 19(b) of the Specific Relief Act would have to give way to Section 52 of the Transfer of Property Act, in which event the doctrine of lis pendens would come into force.” Applying that timeline directly to the facts — agreement in 2021, suit in March 2023, sale deed in April 2023 — the High Court held the subsequent purchaser’s transfer fell entirely on the Section 52 side of the line, so that its good faith, real or asserted, was legally irrelevant.
It is worth noting, as the quoted Supreme Court judgment itself did, that Section 52 has been amended in Maharashtra by the Bombay Amendment Act, 1939 to require registration of a notice of pendency before the bar takes effect, protecting diligent third-party purchasers from an undiscoverable lis. That amendment has no application in Madhya Pradesh, where the unamended, notice-independent version of Section 52 governs; the point matters chiefly because a subsequent purchaser’s position under lis pendens can differ materially by state, and any due diligence exercise should check for such state amendments first.
3.4 Correcting the form of the decree: joinder, not cancellation
Having upheld the plaintiff’s entitlement to specific performance and the subsequent purchaser’s exposure to it, the High Court identified a structural flaw in how the trial court had given effect to that conclusion. The trial court’s decree directed only the original sellers to execute the sale deed in the plaintiff’s favour, while separately declaring the sale deed to the subsequent purchaser void and ineffective — in substance, treating the second transaction as though it had never happened and proceeding as if title had never left the sellers.
The High Court held this was not the correct form of relief once title had, in fact, passed under a registered instrument to the subsequent purchaser, even if that transfer was subordinate to the plaintiff’s rights. It relied on the three-judge Bench decision in Lala Durga Prasad v. Lala Deep Chand, (1953) 2 SCC 509, which had surveyed three possible approaches to a decree against a subsequent transferee — cancelling the subsequent sale and directing the original vendor alone to convey; directing the subsequent purchaser alone to convey; or directing both to join in the conveyance — and had settled on the third as the only analytically sound option, because “the sale to him is not void but only voidable at the option of the earlier contractor,” so title genuinely resides in the subsequent transferee and must be passed on by him, not conjured back into the vendor by a bare declaration. The Supreme Court reaffirmed this in Maharaj Singh v. Karan Singh, (2024) 8 SCC 83, adding that a plaintiff need not even pray for cancellation of the subsequent sale deed; a decree of specific performance can simply extend to the subsequent purchaser under Section 19(b), directing him to join in the conveyance.
Applying this, the High Court modified the trial court’s decree so that the original sellers and the subsequent purchaser are together directed to execute and register the sale deed in the plaintiff’s favour on receipt of the balance consideration, and together directed to deliver possession and refrain from interference — while retaining the declaration that the sale deed in the subsequent purchaser’s favour is ineffective and not binding on the plaintiff. The practical effect is the same as the trial court’s decree — the plaintiff gets clean title and possession — but the analytical route is materially different, and matters for any subsequent dealing with the property, such as reconveyance disputes or a claim by the subsequent purchaser against its own vendor for the consideration it paid.
4. Practical Significance
For developers and land aggregators, the case cautions against assuming a later, cheaper purchase can be salvaged by a bona fide purchaser defence once litigation over the land is on record, whether or not the seller disclosed it. Due diligence must extend beyond a search of the seller’s registered title to an inquiry into pending civil litigation concerning the specific survey numbers, because Section 52’s bar operates automatically from the date the suit is instituted, irrespective of actual notice or diligence, at least in states without a Maharashtra-style registration requirement for the notice of pendency.
For litigators drafting a specific performance plaint that anticipates a pendente lite transfer, the judgment confirms that a prayer for cancellation of any subsequent sale deed is unnecessary and, per Maharaj Singh, may even complicate the relief available: it suffices to seek specific performance and have the subsequent transferee impleaded and bound to join in the conveyance. Conversely, a defendant seller looking to escape a pending suit by selling to a friendly third party gains nothing from timing the sale after filing — the subsequent purchaser is simply brought onto the same decree, as happened here.
For advocates pleading readiness and willingness in a post-2018 suit, the case reinforces that the amendment shifted the inquiry from pleading formalism to conduct: consistent partial payment, prompt notice on default, and a suit filed within limitation will generally suffice. It is also a reminder to put an authorisation letter or board resolution on record at the outset when suing on behalf of a company — the defect here was cured only because the objection was never raised at trial, and a defendant who frames an issue on authority at first instance may fare differently on appeal.
For conveyancers handling agreements to sell mortgaged agricultural land, the case is a reminder that the proviso to Section 49 of the Registration Act, 1908 allows an unregistered agreement to sell into evidence in a specific performance suit, so the absence of registration is not, by itself, a defence, even though such an agreement cannot itself transfer or create an interest in land.
5. Conclusion
Shree Sai Samarth Buildcon v. Tricon Project India Ltd. applies, cleanly and in sequence, three principles that specific performance litigation increasingly turns on: that the 2018 amendment to Section 16(c) judges readiness and willingness by conduct rather than pleading language; that Section 19(b)’s bona fide purchaser exception has a hard temporal limit, giving way entirely to the notice-independent bar in Section 52 of the Transfer of Property Act the moment a suit is filed; and that a decree against a pendente lite transferee should direct joinder in the conveyance rather than a bare declaration voiding the subsequent sale. For practitioners advising on land transactions where a competing claim is even rumoured, the judgment signals that the safest course is to verify pending litigation before signing, because good faith bought after a plaint is filed buys nothing.
Citations
Primary judgment
- Shree Sai Samarth Buildcon & Ors. v. Tricon Project India Ltd. through Authorised Signatory Rahul Sharma & Ors., First Appeal No. 736 of 2025, with the connected Atmaram & Ors. v. Tricon Project India Ltd. through Authorised Signatory Rahul Sharma & Ors., First Appeal No. 513 of 2025, Neutral Citation No. 2026:MPHC-IND:25933, High Court of Madhya Pradesh at Indore (Vinay Saraf, J.), reserved 12 August 2026, pronounced 17 September 2026; reportable status not stated in the retrieved text. Source: Indian Kanoon, accessed 19 September 2026.
Cases cited in the judgment
- Alka Shrirang Chavan & Anr. v. Hemchandra Rajaram Bhonsale & Ors., SLP (Civil) No. 27660 of 2025, Supreme Court of India, decided 21 January 2026 (reconciling Section 19(b) of the Specific Relief Act with the doctrine of lis pendens under Section 52 of the Transfer of Property Act; paragraphs 39–50 quoted in the primary judgment, including that decision’s discussion of Celir LLP, Sanjay Verma, Siddamsetty Infra Projects Pvt. Ltd. v. Katta Sujatha Reddy, 2024 SCC OnLine SC 3214, and Danesh Singh v. Har Pyari, 2025 SCC OnLine SC 2805).
- Maharaj Singh and Others v. Karan Singh (Dead) Through LRs and Others, (2024) 8 SCC 83 (form of decree against a subsequent purchaser; no separate prayer for cancellation of the subsequent sale deed required; paragraphs 20–24 quoted).
- Lala Durga Prasad and Another v. Lala Deep Chand and Others, (1953) 2 SCC 509 (three-judge Bench; proper form of a specific performance decree where title has passed to a subsequent transferee; paragraphs 37–42 quoted).
- A. Shahul Hameed v. N. Malligarjuna and Ors., 2026 SCC OnLine SC 969 (readiness and willingness under Section 16(c) of the Specific Relief Act, as amended in 2018, assessed from the totality of the parties’ conduct; paragraphs 17–21 quoted, including that decision’s reliance on C.S. Venkatesh v. A.S.C. Murthy, (2020) 3 SCC 280, N.P. Thirugnanam v. R. Jagan Mohan Rao, (1995) 5 SCC 115, Pushparani S. Sundaram v. Pauline Manomani James, (2002) 9 SCC 582, Madhukar Nivrutti Jagtap v. Pramilabai Chandulal Parandekar, (2020) 15 SCC 731, and R. Lakshmikantham v. Devaraji, (2019) 8 SCC 62).
- Guruswamy Nadar v. P. Lakshmi Ammal (Dead) Through LRs and Others, (2008) 5 SCC 796 (the doctrine of lis pendens applies irrespective of the subsequent purchaser’s good faith).
- S. Kaladevi v. V.R. Somasundaram and Others, AIR 2010 SC 1654 (proviso to Section 49 of the Registration Act, 1908 permits an unregistered agreement to sell to be received in evidence in a suit for specific performance).
- Janki Vashdeo Bhojwani and Another v. Indusind Bank Ltd. and Others, AIR 2005 SC 439 (a power of attorney holder or company representative cannot depose to matters outside personal knowledge on behalf of the party).
- Bhanu Kumar Jain v. Archana Kumar and Another, (2005) 1 SCC 787 (scope of challenge to an ex parte decree in a first appeal under Section 96(2) of the Code of Civil Procedure, 1908).
- Kiran Singh and Others v. Chaman Paswan and Others, (1954) 1 SCC 710 (a decree tried on the merits should not be reversed on purely technical grounds absent a failure of justice, as it bears on Section 99 of the Code of Civil Procedure, 1908).
Statutory provisions engaged
- Sections 10, 16(c) and 19, Specific Relief Act, 1963, as amended by the Specific Relief (Amendment) Act, 2018.
- Section 52, Transfer of Property Act, 1882 (doctrine of lis pendens), including the primary judgment’s discussion, via the quoted Supreme Court decision, of the Bombay Amendment Act, 1939, which introduced a notice-registration requirement applicable only in the State of Maharashtra.
- Section 49 (and Section 17(f), as inserted by the Madhya Pradesh state amendment), Registration Act, 1908.
- Sections 96(2), 99 and 151, Order I Rule 10, and Order VI Rule 17, Code of Civil Procedure, 1908.
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.