Who May Obtain Specific Performance – Section 15 of Specific Relief Act

As per section 2(h) of the Indian Contract Act, 1872, a contract is a legally binding agreement. A contract can
be both written and oral agreement. Certain elements are required to convert an agreement into a contract.
Section 10 of the Indian Contract Act, 1872 lays down certain essentials which are required to form a valid
contract, such as free consent, competency, lawful consideration, and a lawful object.
What is Specific Performance of a Contract?
Halsbury said that specific performance is an equitable remedy given by the court in case of breach of contract
in the form of a judgment that the dependent perform the contract following its terms and conditions. The
accused party has the option to file a suit for specific performance against the one who has not performed the
contractual obligations. In Beemaneni Maha Lakshmi vs Gandumalla Appa Rao, Honourable Supreme Court
held that in the case of a specific contract, the defendant is required to mention the losses in the written
statement which he might have suffered if he would have performed the specific contract.
Who May Obtain Specific Performance?
According to section 15 of the Specific Relief Act, 1963, specific performance of a contract may be obtained by:
1. Any party:
2. The principle or the representative in interest, of any party.
3. Any beneficiary is entitled to specific performance if the contract involves a marital settlement or a
compromise of disputed rights between members of the same family.
4. If a tenant for life has entered into a contract in the due exercise of a power, the remainderman;
Tenant for life: A person who is beneficially entitled under a settlement to possession of settled land to use a
property for the rest of his life. He is entitled to hold the legal estate but only for the duration of his life.
Remainderman: A person who inherits or is entitled to inherit property upon the termination of the estate of the
former owner. A remainderman is a person who has an interest in the remaining property and will eventually
own it at some time in the future.
5. A reversioner in possession, if an agreement is a covenant entered into with his predecessor in title and
the reversioner is entitled to the benefit of such covenant;
Reversioner in possession: Any person to whom the property is reversed back, and he is in possession of that
particular property. When a property owner effectively transfers property to another yet retains some future
rights in the property, it is known as a reversioner in possession.
Covenant: It is a legal promise or an agreement between two people, or companies, or even countries.
Here, the reversioner in possession also has the right to obtain the specific performance of the contract entered
by another person.
6. If an agreement is a covenant and the reversioner suffers material injury in case of breach of contract,
then reversioner in remainder will be entitled to the benefit.
The reversioner will be responsible for the injury caused by the non-performance of the contract by the
remainder.
Illustration: A gave his house to B and asked to pay the rent to C. If B does not pay the rent, then C has to bear
the injury caused.
6A. when a limited liability partnership has entered into a contract and subsequently becomes
amalgamated with another limited liability partnership, the new limited liability partnership arises out of
the amalgamation.
This clause has been inserted by the Specific Relief Amendment Act, 2018.
Illustration: A (LLP) merged into B (LLP) and formed C (LLP). Therefore a contract entered by A can be
specifically performed by C as it emerged as a result of an amalgamation of A and B.
7. If a company merges with another company under the terms of a contract, the new company will form
as a result of the merger (amalgamation).
8. If the promoters of a company entered into a contract before for the company’s purposes before its
incorporation and such contract is warranted by the terms of the incorporation, the company has to
accepted that contract and communicated such acceptance to the other party of the contract.
Section 17 of The Specific Relief Act, 1963: Contract to sell or let property by one who has no title,
not specifically enforceable
(1) A contract to sell or let any immovable property cannot be specifically enforced in favour of a
vendor or lessor:
 (a) who, knowing himself not to have any title to the property, has contracted to sell or let the
property;
 (b) who, though he entered into the contract believing that he had a good title to the property,
cannot at the time fixed by the parties or by the court for the completion of the sale or letting,
give the purchaser or lessee a title free from reasonable doubt.
(2) The provisions of sub-section (1) shall also apply, as far as may be, to contracts for the sale or hire
of movable property.
Section 21 of The Specific Relief Act, 1963: Power to award compensation in certain cases
Bare Act
(1) In a suit for specific performance of a contract, the plaintiff may also claim compensation for its breach
in addition to such performance.
(2) If, in any such suit, the court decides that specific performance ought not to be granted, but that there is
a contract between the parties which has been broken by the defendant, and that the plaintiff is entitled to
compensation for that breach, it shall award him such compensation accordingly.
(3) If, in any such suit, the court decides that specific performance ought to be granted, but that it is not
sufficient to satisfy the justice of the case, and that some compensation for breach of the contract should
also be made to the plaintiff, it shall award him such compensation accordingly.
(4) In determining the amount of any compensation awarded under this section, the court shall be guided
by the principles specified in section 73 of the Indian Contract Act, 1872 (9 of 1872).
(5) No compensation shall be awarded under this section unless the plaintiff has claimed such
compensation in his plaint: Provided that where the plaintiff has not claimed any such compensation in the
plaint, the court shall, at any stage of the proceeding, allow him to amend the plaint on such terms as may
be just, for including a claim for such compensation.
Explanation: The circumstances that the contract has become incapable of specific performance does not
preclude the court from exercising the jurisdiction conferred by this section.

Rectification of Instruments

Introduction
Rectification of an instrument is the process of making changes to an instrument. This prevents the parties from
fraud or mutual mistakes of either party to the contract. Section 26 of the Specific Relief Act, 1963 states about
rectification. However, it is at the discretion of the court to grant rectification. The only two grounds on which
rectification can be claimed are fraud and mutual mistake of parties and only the parties or their representative
can file a suit for the same.
If any written contract does not convey the real intention or the specific agreement made by the parties, the court
can order rectification. Modification to a contract can be made under the directions of the court and the changes
made resume the parties to a place where they would have been if the error hasn’t been made. It must be proved
that the parties had a consensus of mind to the contract but was entered incorrectly when reduced to writing
Specific Relief Act, 1963
SRA was enacted to provide remedies against contractual and civil rights breaches. This comes into play when
the compensation or damages provided are not adequate. A legal instrument is a legal document that is in
written form and is legally enforceable. It may confer certain rights, duties, promises, and obligations to the
parties of the document. Rights and liabilities may be created, transferred, restricted, or extended. “Rectification
of an instrument” means correcting the instrument’s errors. Under the Specific Relief Act, rectification is seen
as an impartial remedy of a grant by the court when facts do not align with the intention of the parties. In a
contract, rectification means corrections or changes made to the contract.
Chapter III and Chapter V of the Specific Relief Act, 1963 deal with the rectification of instruments and
cancellation of instruments respectively. Relief of rectification can be sought for contracts or any written
instruments.
Section 26 of the Specific Relief Act, 1963
deals with rectification.
It reads as follows: “When instrument may be rectified.—
(1) When, through fraud or a mutual mistake of the parties, a contract or other instrument in writing [not being
the articles of association of a company to which the Companies Act, 1956 (1 of 1956) applies] does not express
their real intention, then—
(a) either party or his representative in interest may institute a suit to have the instrument rectified; or
(b) the plaintiff may, in any suit in which any right arising under the instrument is in issue, claim in his pleading
that the instrument be rectified; or
(c) a defendant in any such suit as is referred to in clause
(b), may, in addition to any other defence open to him, ask for rectification of the instrument.
(2) If in any suit in which a contract or other instrument is sought to be rectified under sub-section (1), the court
finds that the instrument, through fraud or mistake, does not express the real intention of the parties, the court
may, in its discretion, direct rectification of the instrument to express that intention, so far as this can be done
without prejudice to rights acquired by third persons in good faith and for value.

(3) A contract in writing may first be rectified, and then if the party claiming rectification has so prayed in his
pleading and the court thinks fit, may be specifically enforced.
(4) No relief for the rectification of an instrument shall be granted to any party under this section unless it has
been specifically claimed: Provided that where a party has not claimed any such relief in his pleading, the court
shall, at any stage of the proceeding, allow him to amend the pleading on such terms as may be just for
including such claim.”

There are certain circumstances when the rectification shall be made to a contract:
A) When there is a commitment of fraud or a mutual mistake by both parties then either the party or his
representatives can file for rectification of the instrument. No other person has the right to file a suit for
rectification. The plaintiff can file a suit to rectify the instrument if any of his rights are in issue and the
defendant can file under sub-clause (b) of the section.
B) If rectification is made under clause (1) and the court eventually discovers that there is the involvement
of fraud or mutual mistake of parties, then the discretionary powers lie with the court for rectification.
C) If a claim for rectification is made, then it is at the discretion of the court to grant and enforce it.
D) No relief shall be granted until the parties specifically claim for rectification of the instrument.
Section 26 explicitly provides modes of rectification such as during fraud, mutual mistake of parties, and
real intention of parties.
1. Fraud
Any act to deceive a person amounts to fraud. Fraud is said to have been committed when there is the
presence of untrue facts, voluntary concealing of fact, or failure to fulfill a promise which was
committed with the same intent. So when someone intentionally suggests or falsifies a fact with the
motive to misrepresent them, there lies a way to rectify the instruments.
2. Mutual mistake of parties
In a case that involves the mistake of both parties to the contract, the person claiming for rectification is
to prove the agreement that the agreement was formed with the consent of the parties because the
mistake when reduced to writing failed to reveal the real intention of the parties.Mutual mistakes shall
be established by either party. Had the mistake not been from the side of either party but from the
written document, no rectification can be made. A unilateral contract not amounting to fraud shall not
be subject to rectification.
3. Intention of parties
The real intention of the parties is important to decide rectification. Court decides the authentic
intention of the parties in framing the contract. The objective of Section 26 is to ensure that the defects
do not prevail over the intention of the parties.Pre-requisites for Section 26 include the existence of
fraud and mutual or common mistakes. The burden of proof rests with the person claiming for
rectification of the instrument.

Effect of rectification of the instrument

An instrument shall be rectified by the court only.The confirmation of the court vests for the authenticity of the
deed as to the real intention of the parties. This ensures the affirmation of the true intention of the parties to the
contract while executing it. After the execution of the rectified instruments, it is to be read and construed as if
the original one had been drafted incorporating the changes in the rectified instrument. A deed of the transfer
becomes a conveyance when rectified by the court. The court’s order should declare that the deed is rectified
and specify the manner of rectification along with the direction of endorsement on the order of conveyance. If
rectification is allowed then the changes shall have a retrospective effect.

Section 31 of the Specific Relief Act, 1963 deals with the cancellation of the instrument which occurs when
there is a potential cause of damage to the parties rendering the document void or voidable. It is at the discretion
of the court to cancel it.

Case Laws
In Natarajan Asari Vs Pichamuthu Asari AIR 1972 Mad 192, it was held that a suit for rectification can be
claimed for a sale deed on grounds of mutual mistake concerning the description or cost of the property.
In the case of Gerela Kalita Vs Dharmeshwar Saika (2961), the suit can be filed for rectification on grounds
of fraud or mutual mistake at whatever time they may be discovered.