# HER HIGHNESS MAHARANI SHANTIDEVI P. GAIKWAD v. ~-~ SAVJIBHAI HARIBHAI PATEL AND ORS - **Citation:** [2001] 2 S.C.R. 590 - **Court:** Supreme Court of India - **Decided:** 2001 - **Bench:** S.P. Bharucha, N. Santosh Hegde, Y.K. Sabharwal - **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/her-highness-maharani-shantidevi-p-gaikwad-v-savjibhai-haribhai-patel-and-ors-17857 - **Pages:** 36 ## Headnote Specific Relief Act, 1963 : * Sections 14(1)(c) and (d)-Specific peiformance-Owner entered ir.to c an agreement with plaintiff for construction of dwelling units for weaker section of society-However, plaintiff was not put in possession of suit land-Agreement was terminable before delivery of possession-Power of Attorney executed in favour of plaintiff-Plaintiff filed 5 schemes before competent author- • ity-Subsequently, agreement and Power of Attorney cancelled-Under the revised Master Plan, suit land designated as openspace-Plaintifffiledsuitfor D declaration and specific peiformance of agreement-Trial coul1 decreed suitIn appeal, High Coul1 modified the decree and held that plaintiff was entitled to enforce specific peiformance subject to final declaration under S.21 of Urban Land Ceiling Act-Competent authority issued final declaration-Validity of-Held: As there is no delivery of possession S.14(1)(c) applies and, E therefore, agreement cannot specifically be enforced-Fun her, if the peiformy ance of a contract cannot be continuously supervised by the co"ul1 such contract be specifically enforced in view of S.14( 1 )( d)-S.202 of Contract Act has no application-Urban Land (Ceiling and Regulation Act, 1976-Contract Act, .. 1872, S.202-Bombay Town Planning Act, 1954-Gujarat Town Planning and Urban Development Act, 1976. F Section 20-Specific peiformance-Decree-Grant of-Judicial Principies-Held: Grant of decree of specific peiformance is a matter of discretion- ~· Coun is not bound to grant such relief merely because it is lawful to do saBut such discretion is to be exercised on sound and judicial principles and not G arbitrarily-Where it is inequitable to enforce specific peiformance, coul1 may decline to decree specific peiformance. The predecessor-in-interest (original defendant No. 1) of the appellant entered into an agreement in respect or a portion of his property with ~::' respondent No. 1 plaintiff for evolving a scheme for construction or H dwelling units (or the weaker sections of the society as envisaged hy 590 HER HIGHNESS MAHARANI SHANTIDEV! P. GAIKWAD v. S.H. PATEL 591 Section 21 of Urban Land (Ceiling and Regulation) Act, 1976. However, A -~ respondent No. 1 was not put in possession ?f the suit property. Clause 17 of the agreement stipulated that before delivery of possession of the property in question, the contract could be unilaterally terminated. An irrevocable Power of Attorney was also executed in favour of respondent No. 1 ·plaintiff. Five schemes under S.21 of the Act were filed before the B competent authority for construction of dwelling units. Soon after the submission of the third scheme original defendant No. 1 executed an affidavit-cum-declaration. Subsequently, the original defendant No. 1 cancelled the agreement and Power of Attorney. Being aggrieved, respondent No. 1-plaintiff filed a suit against origi· c nal defendant No. 1 seeking declaration that cancellation of the agree· ment and the Power of Attorney were illegal and also praying for decree of specific performance of the agreement. The trial court decreed the suit. In appeal, the High Court modified the decree and held that respondent No. 1 was entitled to enforce the specific performance subject to final declara· D tion under Section 21 of the Act. Accordingly the competent authority made a declaration under Section 21 of the Act. During the pendency of this appeal the Act had been repealed. On behalf of the appellant it was contended that under the applicable Master Plan the suit land was reserved for 'open space' and residential E .. houses could not be constructed thereupon and, therefore, the agreement was incapable of specific performance. Allowing the appeal, the Court HELD : 1.1. In the present case, in the draft development plan which F was finalised during the pendency of the suit, the land in question is reserved for open space etc. It cannot be doubted that the agreementhad been entered into between the parties mainly and ## Text _Characters 0–39,771 of 91,361. This is a partial read: ask again with offset=39771 for what follows._ A HER HIGHNESS MAHARANI SHANTIDEVI P. GAIKWAD v. ~-~ SAVJIBHAI HARIBHAI PATEL AND ORS. MARCH, 21, 2001 B [S.P. BHARUCHA, N. SANTOSH HEGDE AND Y.K. SABHARWAL, JJ.] Specific Relief Act, 1963 : * Sections 14(1)(c) and (d)-Specific peiformance-Owner entered ir.to c an agreement with plaintiff for construction of dwelling units for weaker section of society-However, plaintiff was not put in possession of suit land-Agreement was terminable before delivery of possession-Power of Attorney executed in favour of plaintiff-Plaintiff filed 5 schemes before competent author- • ity-Subsequently, agreement and Power of Attorney cancelled-Under the revised Master Plan, suit land designated as openspace-Plaintifffiledsuitfor D declaration and specific peiformance of agreement-Trial coul1 decreed suitIn appeal, High Coul1 modified the decree and held that plaintiff was entitled to enforce specific peiformance subject to final declaration under S.21 of Urban Land Ceiling Act-Competent authority issued final declaration-Validity of-Held: As there is no delivery of possession S.14(1)(c) applies and, E therefore, agreement cannot specifically be enforced-Fun her, if the peiformy ance of a contract cannot be continuously supervised by the co"ul1 such contract be specifically enforced in view of S.14( 1 )( d)-S.202 of Contract Act has no application-Urban Land (Ceiling and Regulation Act, 1976-Contract Act, .. 1872, S.202-Bombay Town Planning Act, 1954-Gujarat Town Planning and Urban Development Act, 1976. F Section 20-Specific peiformance-Decree-Grant of-Judicial Principies-Held: Grant of decree of specific peiformance is a matter of discretion- ~· Coun is not bound to grant such relief merely because it is lawful to do saBut such discretion is to be exercised on sound and judicial principles and not G arbitrarily-Where it is inequitable to enforce specific peiformance, coul1 may decline to decree specific peiformance. The predecessor-in-interest (original defendant No. 1) of the appellant entered into an agreement in respect or a portion of his property with ~::' respondent No. 1 plaintiff for evolving a scheme for construction or H dwelling units (or the weaker sections of the society as envisaged hy 590 HER HIGHNESS MAHARANI SHANTIDEV! P. GAIKWAD v. S.H. PATEL 591 Section 21 of Urban Land (Ceiling and Regulation) Act, 1976. However, A -~ respondent No. 1 was not put in possession ?f the suit property. Clause 17 of the agreement stipulated that before delivery of possession of the property in question, the contract could be unilaterally terminated. An irrevocable Power of Attorney was also executed in favour of respondent No. 1 ·plaintiff. Five schemes under S.21 of the Act were filed before the B competent authority for construction of dwelling units. Soon after the submission of the third scheme original defendant No. 1 executed an affidavit-cum-declaration. Subsequently, the original defendant No. 1 cancelled the agreement and Power of Attorney. Being aggrieved, respondent No. 1-plaintiff filed a suit against origi· c nal defendant No. 1 seeking declaration that cancellation of the agree· ment and the Power of Attorney were illegal and also praying for decree of specific performance of the agreement. The trial court decreed the suit. In appeal, the High Court modified the decree and held that respondent No. 1 was entitled to enforce the specific performance subject to final declara· D tion under Section 21 of the Act. Accordingly the competent authority made a declaration under Section 21 of the Act. During the pendency of this appeal the Act had been repealed. On behalf of the appellant it was contended that under the applicable Master Plan the suit land was reserved for 'open space' and residential E .. houses could not be constructed thereupon and, therefore, the agreement was incapable of specific performance. Allowing the appeal, the Court HELD : 1.1. In the present case, in the draft development plan which F was finalised during the pendency of the suit, the land in question is reserved for open space etc. It cannot be doubted that the agreementhad been entered into between the parties mainly and rather only with the object of construction of residential houses under the scheme under Sec· tion 21 of the Urban Land (Ceiling and Regulation) Act, 1976 for accom· G modation of the weaker sections of the society. Later on it became evident that it will not be possible to construct residential houses in view of what was provided in the master plan. There is no substance in the contention -~ that assuming the prescribed land use is 'open space', still there will be no impediment in the implementation of the schemes inasmuch as there is no absolute bar for construction of residential houses. This is not the basis on H 592 SUPREME COURT REPORTS [2001] 2 S.C.R. A which the competent authority bad considered the matter. The agreement is clearly incapable of being specifically enforced. Under these circum· ~ -"· B c D stance, there is no question of any inconsistency and thus Section 42 of the Act cannot have any applicability. (612-F·H] 1.2. The sanction of the scheme for construction of residential dwell· ing units was contrary to the prescribed land use in the master plan, which had reserved the land for being used as open space. It cannot he held, on the facts of the case that any rights accrued in favour of the plaintiff only on execution of the agreement. Assuming any rights accrued in favour of the plaintiff on passing of declaration under Section 21 of the Act the same would fail in view of the said declaration having been passed erroneously. There is no substance in. the ·contention that any rights bad accrued in favour of the plaintiff, which have the protection of Section 6 of the General Clauses Act. [ 615-B-C] S. Chattanatha Karavalar v. The Central Bank of India, (1965] SCR 318 and Bansidhar v. State of Rajasthrui, (1989] 2 SCR 152, referred to. Atia Begum (Smt.) v. State of U.P, (1993] 2 SCC 546, held inapplica· ble. I.T. Commissioner, U.P. v. Shah Sadiq & Sons, AIR (1987) SC 1217, E cited. F G H 2.1. Clause (17) of the agreement is in the nature of an express stipulation that before delivery of possession, the contract could be unilat· erally terminated. When there is no ambiguity in the ~lause, the question of intendment is immaterial. The fact that the clause is couched in a negative form is of no consequence. The intention is clear from the plain language of clause (17) of the agreement. In the case in hand, Section 202 of the Contract Act, 1872 has no applicability. It is not a case of agency coupled with interest. No interest can be said to have been created on account of the plaintiff being permitted to prepare the scheme and take ancillary steps. The plaintiff could not get possession before declaration under Section 21 of the Act. (616; 617-A-B] 2.2. In the case of an ambiguous instrument, there is no reason why subsequent interpreting statement should be inadmissible. The agree· ment in question is an unambiguous document and, therefore, one has to go by its plain meaning. Further, affidavit-cum-declaration only reiterated ;--- HER HIGHNESS MAHARANI SHANTIDEVI P. GAIKWAD v. S.H. PA1EL 593 its plain meaning. Further, affidavit-cum-declaration only reiterated what A ~;.. was case the scheme has been carried out, he would have enjoyed the property. ' G He would have only enjoyed the specified profits. At best the plaintiff could pray for damages. [624-D] CIVIL APPEILATE JURISDICTION: Civil Appeal No. 3530of1998. From lhe Judgment and Order dated 15.6.98 of lhe Gujarat High Court _>..,-- H in F.A. No. 1164 of 1992. HER HIGHNESS MAHARANI SHANTIDEVI P. GAIKWAD 11. S.H. PATEL [Y.K. SABHARWAL, J.] 595 Willi A ~~ T.C. (C) No. 63/1998 and SLP (C) No. 1692199 F.S. Nariman, Nirupam Nanavati, Harin P Raval, Huzefa Ahmadi, Nagendra Singh Chauhan and Krishnan Kumar for the Appellant. D.R. Dhanuka, B .H. Antia, Shri Narain, Milind Sathe, Sandeep Narain, B Er. A.K. Mittal, Ms. Anjali, for Mis. S. Narain & Co. for the Respondents. R.P. Bhatt, Anip Sachthey, Ms. Rashmin Chhaya, Ms. Sandhya Rajpal and Arijit Prasad for the State of Gujarat. The Judgment of the Court was delivered by c Y.K.SABHARWAL, J. By judgment under challenge, the High Court modifying the decree passed by the trial court for specific performance in respect of land in question, directed that the plaintiff-respondent No. I in ihis appeal, shall be entitled to enforce the said decree subject to the issue of final D declaration under Section 21 of the Urban Land (Ceiling and Regulation) Act, 1976 (For short, the 'ULC Act') by the authorities in accordance with law. In other respects, substantially the judgment and decree of the trial court was upheld. The defendants are in appeal. E In the appeal and other connected counter matters the main question is about the interpretation of certain provisions of the ULC Act. This Act, in the first instance, came into force on the date of its introduction in the Lok Sabha, i.e., 28th January, 1976 and covered the Union Territories and 11 states F which had already passed the requisite resolutio'1 under Clause (I) of Article 252 of the Constitution. This provision of the Constitution empowers the Parliament to legislate for two or more States on any of the matters with respect to which it has no powers to make laws except as provided in Articles 249 and 250. The effect of passing of a resolution under clause (I) of Article 252 is that the Parliament, which has no power to legislate with respect to G the matter which is the subject matter of the resolution, becomes entitled to legislate with respect to it. On the other hand, the State Legislature ceases _._~ to have a power to make a law relating to that matter. On 14th August, 1972 the Gujarat Assembly had resolved that the imposition of the ceiling on the holding of urban immovable property and H ~- 596 SUPREME COURT REPORTS (2001] 2 S.C.R. A acquisition of such property in excess of the ceiling and matters connected B c D E F G. H therewith or ancillary and incidental thereto should be regulated in the State ~ - of Gujarat by the Parliament by law_ The ULC Act received assent of the President on 17th February, 1976. The primary object and the pmpose of the ULC Act is to provide for the imposition of a ceiling on vacant land in urban agglomerations, for the acquisition of such land in excess of the ceiling limit, to regulate such land and for matters connected therewith, with a view to preventing the concentration of urban land in the hands of a few persons and speculation and profiteering therein, and with a view to bringing about an equitable distribution of land in urban agglomerations to subserve the common good, in furtherance of the directive principles of Article 39(b) and (c). Section 3 of the ULC Act provides that except as otherwise provided in the Act, on and from the commencement thereof, no person shall be entitled to hold any vacant land in excess of the ceiling limit in the territories to which this Act applies under sub-section (2) of Section I. The expression 'vacant land' is defined in Section 2(q) to mean land not being land mainly used for the pmpose of agriculture, in an urban agglomeration, but does not include certain categories as stated in the section, The -term 'urban land' is defined in Section 2(o) of the ULC Act which reads as under : "2.(o) "urban land" means- (i) any land situated within the limits of an urban agglomeration and referred to as such in the master plan; or (ii) in a case where there is no master plan, or where the master plan does not refer to any land as urban land, any land within the limits of an urban agglomeration and situated in any area included within the local limits of a municipality (by whatever name called), a notified area committee, a town area committee, a city and town committee, a small town committee, a cantonment board or a panchayat, but does not include any such land which is mainly used for the pmpose of agriculture. Explanation - For the pmpose of this clause and CL(q) :- - HER 1-llGHNESS Mt.HARANI SHANTIDEVT P. GAIKWAD v. S.H. PATEL [Y.K. SABHARWAL, J.] 597 (A) "agriculture" includes horticulture, but does not include - (i) raising of grass, (ii) dairy farming, (iii) poultry farming, (iv) breeding of live-stock, and A (v) such cultivation or the growing of such plant, as may be B prescribed; (B) land shall not be deemed to be used mainly for the purpose of agriculture, if such land is not entered in the revenue or land records before the appointed day as for the purpose of agriculture : Provided that where on any land which is entered the revenue or land records before the appointed day as for the purpose of agriculture, there is a building which is not in the nature of a farmhouse then, so much of the extent of such land as is occupied by the building shall not be deemed to be used mainly for the purpose of agriculture : Provided further that if any question arises whether any building is in the nature of a farm-house, such question shall be referred to the State Government and the decision of the State Government thereon shall be final; (C) notwithstanding anything contained in Cl.(B) of this explanation, land shall not be deemed to be mainly used for the purpose of agriculture if the land has been specified in the master plan c D E for a purpose other than agriculture." F The expression 'master plan' is defined in Section 2(h). It reads : "2.(h) "master plan", in relation to an area within an urban agglomeration or any part thereof, means the plan (by whatever name called) prepared under any law for the time being in force or in pursuance G of an order made by the State Government for the development of such area or part thereof and providing for the stages by which such development shall be carried out." Section 4 fixes different ceiling limits with respect to vacant land falling in categories A, B, C and D. By Section 4(l)(c), the ceiling limit H A B c D E 598 SUPREME COURT REPORTS (2001] 2 S.C.R. placed on such land situated in an urban agglomeration falling within category C specified in Schedule I is fixed at 1500 square meters. Section 5 prohibits certain transfers of vacant land.Section 5(3), inter alia, provides that transfer made in contravention of the said provision shall be deemed to be null and void. Section 6 provides for the filing of statements before the competent authority by persons holding vacant land in excess of ceiling limit. Section 8 provides for preparation of draft statement as regards vacant land held in excess of ceiling limit. The particulars of the statement shall contain details as enumerated in sub-section (2). Sub-section (3) provides for service of the draft statement on the person concerned and also for calling from him objections to the draft statement. Sub-section (4) provides that the competent authority shall duly consider any objection received from such person and it shall, after giving such person a reasonable opportunity of being heard, pass such orders as it deems fit. After disposal of the objections, if any, received under sub-section (4)of Section 8, final statement is.prepared under Section 9 of the Act. Section 10 provides for acquisition of vacant land in excess of the ceiling lim.it whereas Section 11 provides for the payment for such acquired land. Section \15 provides that where any person acquires by inheritance etc. any. vacant land which, together with the vacant land, if any, already held by him, exceeds in aggregate the ceiling limit, such person will have to file a statement before the competent authority and the provisions of Sections 6 to 14 shall; so far as may be, apply to the statement filed under this section and to the vacant land held by such person in excess of the ceiling limit. Section 20 empowers the Statement Government to exempt any vacant land in public interest and also in cases where such exemption is considered to be necessary to avoid undue hardship to any person. F Section 21 of the ULC Act provides for cases where excess land will G H not to be treated as excess. The said section reads thus : "21. Excess vacant land not to be treated as excess in certain cases.- (!) Notwithstanding anything contained in any of the foregoing provisions of this chapter, where a person holds any vacant land in excess of the ceiling limit and such person declares within such time, in such form and in such manner as may be prescribed before the competent authority that such land is to be utilised for the construction of dwelling unit (each such d.welling unit having a plinth area not exceeding eighty sq':'l"'e meters) for the accommodation of the weaker sections of the society, in accordance with any scheme approved by - HERHIOHNE.SS MAHARANI SHANTIDEVI P. GAIKWAD \t S.H. PATEL{Y.K. SABHARWAl., J.] 599 such authority as the State Government may, by notification in the A official Gazette, specify in this behalf, then, the competent authority may, after making such inquiry as it deems fit, declare such land not to be excess land for the purposes of this chapter and permit such person to continue to hold such land for the aforesaid purpose, subject to such terms and conditions as may be prescribed, including a B condition as to the time limit within which such buildings are to be constructed. (2)Where any person contravenes any of the conditions subject to which the permission has been granted under sub-section (!), the competent authority shall, by order, and after giving such person an C opportunity of being heard, declare such land to be excess land and thereupon all the provisions of this chapter shall apply accordingly." Section 23 provides for disposal of vacant land acquired under the Act. The land in Vadodara falls in Category C. The ceiling limit is 1500 square meters. On 14th September, 1976 a declaration in Form No.(!) under Section 6(1) was filed by Fatehsinhrao Gaikwad declaring 242 acres as vacant land under the ULC Act. D From facts it is evident that the transaction in question was entered into E because of enactment of the ULC Act. An agreement dated 24th March, 1977 was entered into between the Fatehsinhrao P Gaikwad as the owner and Savjibhai Haribhai Patel as the licensee in respect of a portion of property known an Laxmi Vilas Palace Estate, Vadod.ara. For sake of convenience hereinafter Fatehsinhrao P Gaikwad has been referred as 'original defendant No. I' and Savjibhai Haribhai Patel as 'plaintiff. The Memorandum of Agreement (for short, 'the agreement') recites that the plaintiff has evolved a scheme for constructing dwelling units for the accommodation of the weaker sections of the society as envisaged by Section 21(1) of the ULC Act. The said units are to be constructed on a portion of land of the owner's property - Laxmi Vilas Palace Estate, save and except Laxmi Vilas Palace, Moti Baug Palace and Nazar Baug Palace. The area under these three palaces which is to be excluded is said to be approximately I 00 acres - equivalent to about 4,00,000 square meters. The total land of the property is about 707 acres. A Power of Attorney (For short, 'the power') was also executed on 24th March, 1977 by original F G H 600 SUPREME COURT REPORTS (2001] 2 S.C.R. A defendant no. I in favour of the plaintiff. It, inter alia, stipulates that the power is irrevocable. B c D E F G Five schemes under Section 21 of the ULC Act were filed before the competent authority for the construction of the dwelling units for accommodation of the. weaker sections of the society. The first scheme was filed under the signatures of original defendant No.I on 15th March 1977. It stipulated construction of 64,306 dwelling units at the proposed cost of about 89,00,000,000. It is not in dispute that even this scheme was evolved by the plaintiff. The plaintiff as power of attorney holder of original defendant No. I submitted a second scheme on 5th October, 1977 for construction of 38,375 dwelling units at the estimated cost of about Rs. 78,38,00,000. On 6th February, 1978 another scheme was submitted by the plaintiff which stipulated construction of 35,660 dwelling units at the proposed cost of Rs.39,59,00,000. On 5/8th January, 1979 yet another scheme (4th scheme) for construction of 25,482 dwelling units at the. estimated cost of about Rs.48,35,00,000 was submitted. Finally, a scheme (5th scheme) proposing construction of 4,356 dwelling units at the estimated cost of .about Rs.13,37,00,000 was submitted on 29th January, 1979 by the plaintiff as a power of attorney holder of original defendant No. I. Soon after the submission of the scheme dated 6th February, 1978, original defendant No.I executed on 10th February, 1978 an affidavit-cumdeclaration. This document, inter alia, declares that all terms and conditions contained in Para I to 19 of the agreement were agreed to and approved by original defendant No. I and that the agreement was executed by him voluntarily while in sound state of mind and consciousness and is in no circumstances liable to, be cancelled. It also reiterates the execution of the irrevocable Power dated 24th March, 1977 authorising the plaintiff to administer the property of the declarant and to put the housing scheme for constructing the houses for the weaker sections on the said property and to make necessary additions and alterations in the scheme and to modify the same consistent with the ULC Act and the guidelines issued thereunder : On 23rd February, 1980, original defendant No. I through his advocate sent a notice to the plaintiff, inter alia, stating that the agreement and the power dated 24th March, 1977 and affidavit-cum-declaration dated 10th February, 1978 were illegal and inoperative and cancelling the agreement and the power. A letter was also sent to the competent authority requesting the H said authority not to proceed with any application in respect of the property --..._ HER HIGHNESS MAHARANI SHANTIDEVI P. GAIKWAD "'· S.H. PATEL [Y.K. SABHARWAL, J.] 601 under Section 21 of the ULC Act which may either be pending or may be A made in future by the :plaintiff. Under the aforesaid circumstances, a suit was filed by the plaintiff against original defendant no.1 on 7th April, 1980 seeking declaration that cancellation of the agreement and the power was illegal and also praying for decree of specific performance of the agreement besides seeking injunction B and other consequential reliefs. The suit was originally filed against Fatehsinhrao Gaikwad as the only defendant. Later, however, the specified authority, the competent authority and the State of Gujarat were impleaded as defendants to the suit. Original defendant No.1 died during the pendency of the suit and his legal representatives were brought on record. C By judgment and decree dated 12th March, 1992 the trial court decreed the suit declaring the agreement and the power and affidavit-cum-declaration as valid and subsisting documents binding on original defendant no.1 and on his legal representatives. A decree for specific performance of the agreement was also granted in favour of the plaintiff. The defendants were ordered to specifically perform the agreement and were restrained from committing breach of the agreement, power of attorney and obstructing the plaintiff from acting as constituted attorney of defendant no.I and from taking any action regarding the scheme. In the first appeal filed in the High Court challenging the judgment and decree of the trial court, three main questions considered were: (!) Whether the agreement could be rescinded; power of attorney could be revoked and affidavit-cum-declaration ceased to be operative or not. (2) Whether it is a case for grant of relief of specific performance and; (3) If specific performance was to be ordered, whether any conditions were required to be imposed. The High Court by impugned judgment dated 15th June, 1998 held that the main purpose for which the agency was created was the execution of the scheme for constructing dwelling units for weaker sections of the society and with that end in view the plaintiff had to prepare the scheme and get sanction D E F from the authority in accordance with law and invoking Section 202 of the G Contract Act, the High Court c·oncluded that it is a case of agency coupled with interest. Answering the first question, the High Court held that the agreement could not be rescinded, power of attorney could not be revoked and affidavit-cum-declaration did not cease to be operative. The second question was also answered in favour of the plaintiff holding that the H A B c D E 602 SUPREME COURT REPORTS [2001] 2 S.C.R. compensation in money was not adequate relief and the plaintiff was entitled to specific perfonnance of the agreement. In respect of the third question the High Court held that the decree for specific performance could be enforced subject to conditions but for the said purpose it was not necessary to remand or reverse the decree and it could be modified imposing the condition. It, therefore, held that the plaintiff was entitled to enforce the specific performance. as granted by the trial court subject to the condition of final declaration under Section 21 of the ULC Act being issued With regard to the land in question by the specified authority, the competent authority and the State of Gujarat in accordance with Jaw. The authorities were directed to take a final decision either way with regard to the issue of the declaration. under Section 21 of the ULC Act at the earliest possible opportunity but in no case later than 15th Augus~ 1998. On 20th June, 1998, an order was passed by the Competent Authority under Section 21(1) of the ULC Act approving the fifth scheme dated 29th January, 1979 and declaring that the plaintiff is entitled to hold as a power of attorney holder the land admeasuring 23,91,125 sq.mtrs. (approximately 598 acres) as additional vacant land for the purpose of Chapter III of the ULC Act and has right to make maximum construction as admissible under the rules. The order dated 20th June, 1998 was challenged in a writ petition filed in the High Court of Gujarat. The said writ petition has been withdrawn to this Court to be heard and disposed of along with this appeal. The ULC Act has since been repealed during the pendency of this appeal by Repealing Act No.IS of 1999. The Repealing Act was passed by the Parliament on 22nd March, 1999 and was adopted by a Resolution F passed by the legislature of State of Gujarat under Clause (2) of Article 252 of the Constitution, on 30th March, 1999. Reverting to facts, admittedly possession of the land in question was with original defendant No. I when the suit was filed. It is not the case of the plaintiff that the possession was delivered to him either when the G agreement was entered into or till date. The plaintiff is not in possession of the land. Declaration under Section 21 of the ULC Act had not been made when the suit was filed. It has been made after the passing of the impugned judgment and pursuant to directions contained therein. The said declaration, as already stated, is the subject matter ·of challenge in the transferred writ H petition. One of the questions which falls for our determination is as to what HER HIGHNESS MAHARANI SHANTIOEVI P. GAIKWAO v. S.H. PATEL [Y.K. SABHARWAL. J.] 603 rights the plaintiff is entitled to epforce prior to issue of declaration under Section 21 of the ULC Act and before the plaintiff is put into possession. Is the plaintiff entitled to seek specific performance of the agreement or is he entitled to sue for only damages? Now, with regard to documents executed between the plaintiff and original defendant j\fo. l the agreement and power of attorney were executed on the same day, i.e., 24th March, 1977. The affidavit-cum- declaration was executed by original defendant No.I on 10th February, 1978. The plaintiff was to undertake the development of the property in the manner provided in the agreement in conformity with Section 21 read with rules and guidelines issued under the ULC Act. The original defendant No. I, as stipulated in the .:cagreement, agreed that the plaintiff shall construct dwelling units for the accommodation of the weaker sections of the society on his land. The delivery of possession by original defendant No.I to the plaintiff is contemplated by clause (4). The construction as per scheme is contemplated under clause (13). Clause (17) deals with rescission of the agreement by either party. The said three clauses read as under : "(4) On the Competent Authority making a declaration that the land of the said property is not in excess of the Ceiling area and on his granting permission to the owner to continue to hold theland A B c D of the said property for purpose of the scheme above referred E to be prepared by the Licensee of the Second Part, the owner of the First Part shall deliver possession of the said property to the Licensee of the Second Part for the execution of the said scheme and construction of the buildings under the said scheme. xxx xxx xxx (13) On the delivery of possession of the said property to him as stated in clause (4) above, the Licensee of the Second Part shall be entitled to construct dwelling units and other building in accordance with the scheme. (17) This agreement shall not be unilaterally rescinded by either party after the Licensee of the Second Part has been put in possession of the said property." In S. Chattanatha Karayalar v. The Central Bank of India & Ors., [(1965) 3 SCR 318], the observations of Moulton, L.J. in Manks v. Whitley F G H 604 SUPREME COURT REPORTS [2001] 2 S.C.R. A were quoted and are relevant while dealing with the question of interpretation of several deeds which form part of same transaction. The observations read as follows : B c D E F G H "Where several deeds form part of one transaction and are contemporaneously executed they have the same effect for all purposes such as are relevant to this case as if they were one deed. Each is executed on the faith of all the others being executed also and is intended to speak only as part of the one transaction, and if one is seeking to make equities apply to the parties they must be equities arising out of the transaction as a whole." The agreement and power contemplate two stages for the parties to take steps required of them. Certain steps are required to be taken by the plaintiff prior to the grant of declaration under Section 21 and before he is put into possession and certain steps after such grant and on being put into possession. The plaintiff is required to prepare a scheme in conformity with Section 21 at his cost and to file on behalf of the owner a declaration in regard to the said property before the competent authority within the prescribed period. The original defendant No. I is required to sign relevant papers, applications, plans, drawings etc. as and when required by the plaintiff for the purpose of declaration and inquiries contemplated by Section 21(1) of the ULC Act On making of declaration, as per clause (4), original defendant No.I is required to deliver possession of the land to the plaintiff for execution of the scheme and construction in terms thereof. The plaintiff is authorised to recover the price of the land as may be determined by the competent authority and/or the State Government from their prospective members in the scheme; and is also entitled to receive deposits from the members and obtain loans from banks and other financial institutions and/or individuals for financing the scheme. Likewise, in the power of attorney also, the plaintiff has been authorised to take certain steps on behalf of the owner before the grant of declaration under Section 21 and being put into possession and certain steps after being put into possession. It is correct, as contended by Mr. Dhanuka, that these documents form part of same transaction. These documents have to be read together with a view to find out the manifest intention of the parties. It may, however, be noticed that affidavit-cum-declaration dated 10th February, 1988 was executed only by original defendant No.l for the purpose of filing it before the competent authority and it reiterates the agreement and the power. By execution of this document it was neither intended to confer ~- HER HIGHNESS MAHARANI SHANTIDEVI P. OA!KWAD 11. S.H. PATEL [Y.K.SABHARWAL,J.} 605 --~ any additional rights in favour of the plaintiff nor to place any restriction on A original defendant no. I which was not envisaged by the agreement. The disputes between the parties arose before the scheme was sanetioned and the plaintiff was put into possession and the agreement and the power were terminated in terms of notice dated 23rd February, 1980 sent on B behalf of original defendant No. 1. At this stage the suit was filed. In the plaint, the plaintiff states that it is necessary for protection and preservation of his rights that defendant No.! be restrained from parting with possession of the property. The first prayer of theplaintiff is that it may be declared that the Memorandum of agreement dated 24th March, 1977, the irrevocable power of attorney dated 24th March, 1977 and the affidavit-cum-declaration c dated 10th February, 1978 are valid, subsisting and binding on the Defendant -.- No. I. There is no prayer in the plaint seeking a mandatory injunction against the authorities directing them to sanction the scheme. It has not been and cannot be disputed that in the event of non-grant of the scheme by the authorities the agreement would have fallen through. Agreement does not D contemplate that title in the land would pass on to the plaintiff. Further even the title in the superstructure, i.e., dwelling units to be constructed was to remain with the plaintiff ~nly till such time the same is transferred by him in favour of the allottees or their society. It is not disputed that the plaintiff could not retain any dwelling unit for his own benefit. E It is common ground that the main purpose for which the agreement was entered into between the parties was the construction of residential houses for the weaker sections of the society in term of Section 21 of the ULC Act. Mr. Nariman contended on behalf of the appellants that under the .. " applicable master plan the suit land is reserved for 'open space' and residenF tial houses cannot be constructed thereupon and, therefore, the agreement is incapable of specific performance. On the other hand, Mr. Dhanuka contended that the applicable master plan is the one that existed on the date when excess vacant land first acquired the character of such land, i.e., on enforcement of the ULC Act and according to the said master plan the land is G reserved for residential houses. Further contention of learned counsel is that ~ assuming modification of the master plan is required to be considered, even --ll._ then there is no impediment in the implementation of the scheme inasmuch as there does not exist absolute bar for construction of residential houses. It is submitted that as a matter of fact, the declaration dated 20th June, 1998 provides for obtaining of all requisite permissions whatever, if any, which H 606 SUPREME COURT REPORTS [2001] 2 S.C.R. A may be required before commencing the actual construction or work.