# M.S. Ananthamurthy & Anr v. J. Manjula

- **Citation:** 2025 INSC 273
- **Court:** Supreme Court of India
- **Decided:** 2025-02-27
- **Bench:** J.B. Pardiwala, R. Mahadevan
- **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/m-s-ananthamurthy-anr-v-j-manjula-38308
- **Pages:** 45

## Headnote

Whether an agent by virtue of being a holder of the General Power
of Attorney ('GPA') along with Agreement to Sell had any right,
title or interest in the subject-matter of the agency, to execute
a registered sale deed after the death of the principal; Whether
it was obligatory for the Respondent to challenge the execution
and validity of the GPA and the Agreement to Sell and seek
a declaration that the registered sale deed invalid, non-est or
illegal.
Headnotes†
Facts in brief: It is a dispute concerning title to immovable
property, both appellants and respondents traced ownership through
separate transactional chains - The appellants asserted that the
original owner, executed a General Power of Attorney (GPA) and
an Agreement to Sell in favour of his agent, who subsequently, as
attorney-holder, sold the Suit Property via registered sale deed -
Conversely, the respondents claimed that following the original
owners' death, his heirs rightfully sold the Suit Property.
Indian Contract Act 1872 - ss.201 and 202 - Whether mere use
of word 'irrevocable' in Power of Attorney ('POA') will make the
said POA an irrevocable POA - The Supreme Court held that
a document has to be construed as a whole to conclude that
the said POA is irrevocable POA - Mere mentioning of the
word 'irrevocable' does not make the instrument irrevocable,
moreover mere entitlement to remuneration or authority to sell
does not by itself confer such vested interest - The agency
must be expressly created to secure the agent's proprietary
interest, which was not done in the present case:
* Author
2036
[2025] 2 S.C.R.
Supreme Court Reports
Held: Contract of agency gets automatically terminated by death
of either of the parties - As soon as the executant of POA dies,
the right given to the agent comes to an end. Once the agency is
terminated, the agent cannot act on the basis of the power granted
to him under the GPA - When a Principal-Agent relationship
coupled with an interest in the subject matter of the agency, it
metamorphosizes to an irrevocable agency unless expressly
stated otherwise - It is not disputed that there is principal-agent
relationship in the present case - But mere mentioning of word
'irrevocable' and right to authority to sell in the said POA does not
make the POA irrevocable - A stray sentence here and there
cannot be picked out to construe a document - To understand
the tenor of the document and the intention of the parties, it has to
be read as a whole - It is a settled principle that the agency has
to be specifically meant to secure the agent's benefit or interest,
in order to make the POA irrevocable, interest of the agent can
be inferred from the language of the document or from the course
of business between the principal and agent - The real intention
of the parties has to be construed by examining the totality of the
recitals in the document - If the POA is not coupled with interest,
no extraneous expression can make it irrevocable - In the present
case, it is evident from the tenor of POA that is not irrevocable as it
was not executed to effectuate security or to secure interest of the
agent, mere entitlement to remuneration or authority to sell does
not by itself confer such vested interest - The agency must be
expressly created to secure the agent's proprietary interest thus, in
the case, the holder of POA could not be said to have an interest
in the subject-matter of the agency. [Paras 45, 46]
Registration Act - s.17 and s.49 - Compulsory registration of
instrument which transfers any interest:
Held: The combined reading of the POA and the agreement to
sell - Would mean that by executing the POA along with agreement
to sell, the holder had an interest in the immovable property - If
interest had been transferred by way of a written document, it
had to be compulsorily registered as per Section 17(1)(b) of the
Registration Act - In the instant case, the POA was not registered
thus, it would not be open for the POA holder to content tha

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[2025] 2 S.C.R. 2035 : 2025 INSC 273
M.S. Ananthamurthy & Anr.
v.
J. Manjula
(Civil Appeal No(s). 3266-3267 of 2025)
27 February 2025
[J.B. Pardiwala* and R. Mahadevan, JJ.]
Issue for Consideration
Whether an agent by virtue of being a holder of the General Power
of Attorney ('GPA') along with Agreement to Sell had any right,
title or interest in the subject-matter of the agency, to execute
a registered sale deed after the death of the principal; Whether
it was obligatory for the Respondent to challenge the execution
and validity of the GPA and the Agreement to Sell and seek
a declaration that the registered sale deed invalid, non-est or
illegal.
Headnotes†
Facts in brief: It is a dispute concerning title to immovable
property, both appellants and respondents traced ownership through
separate transactional chains - The appellants asserted that the
original owner, executed a General Power of Attorney (GPA) and
an Agreement to Sell in favour of his agent, who subsequently, as
attorney-holder, sold the Suit Property via registered sale deed -
Conversely, the respondents claimed that following the original
owners' death, his heirs rightfully sold the Suit Property.
Indian Contract Act 1872 - ss.201 and 202 - Whether mere use
of word 'irrevocable' in Power of Attorney ('POA') will make the
said POA an irrevocable POA - The Supreme Court held that
a document has to be construed as a whole to conclude that
the said POA is irrevocable POA - Mere mentioning of the
word 'irrevocable' does not make the instrument irrevocable,
moreover mere entitlement to remuneration or authority to sell
does not by itself confer such vested interest - The agency
must be expressly created to secure the agent's proprietary
interest, which was not done in the present case:
* Author
2036
[2025] 2 S.C.R.
Supreme Court Reports
Held: Contract of agency gets automatically terminated by death
of either of the parties - As soon as the executant of POA dies,
the right given to the agent comes to an end. Once the agency is
terminated, the agent cannot act on the basis of the power granted
to him under the GPA - When a Principal-Agent relationship
coupled with an interest in the subject matter of the agency, it
metamorphosizes to an irrevocable agency unless expressly
stated otherwise - It is not disputed that there is principal-agent
relationship in the present case - But mere mentioning of word
'irrevocable' and right to authority to sell in the said POA does not
make the POA irrevocable - A stray sentence here and there
cannot be picked out to construe a document - To understand
the tenor of the document and the intention of the parties, it has to
be read as a whole - It is a settled principle that the agency has
to be specifically meant to secure the agent's benefit or interest,
in order to make the POA irrevocable, interest of the agent can
be inferred from the language of the document or from the course
of business between the principal and agent - The real intention
of the parties has to be construed by examining the totality of the
recitals in the document - If the POA is not coupled with interest,
no extraneous expression can make it irrevocable - In the present
case, it is evident from the tenor of POA that is not irrevocable as it
was not executed to effectuate security or to secure interest of the
agent, mere entitlement to remuneration or authority to sell does
not by itself confer such vested interest - The agency must be
expressly created to secure the agent's proprietary interest thus, in
the case, the holder of POA could not be said to have an interest
in the subject-matter of the agency. [Paras 45, 46]
Registration Act - s.17 and s.49 - Compulsory registration of
instrument which transfers any interest:
Held: The combined reading of the POA and the agreement to
sell - Would mean that by executing the POA along with agreement
to sell, the holder had an interest in the immovable property - If
interest had been transferred by way of a written document, it
had to be compulsorily registered as per Section 17(1)(b) of the
Registration Act - In the instant case, the POA was not registered
thus, it would not be open for the POA holder to content that they
had a valid right, title and interest in the immovable property to
execute the registered sale deed in favour of another person.
[Paras 53-55]
[2025] 2 S.C.R.
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M.S. Ananthamurthy & Anr. v. J. Manjula
Whether it was obligatory for a party to challenge the execution
and validity of the General Power of Attorney and the Agreement
to Sell and to further pray that the registered sale deed is
invalid - Where title is foundational to possession, courts
are competent to determine ownership without necessitating
a separate declaratory action:
Held: Where a finding on title is necessary for granting an injunction
and has been substantially dealt with by the Trial Court in a suit
for injunction, a direct and specific prayer for a declaration of title
is not a necessity - Where a finding on an issue of title is not
necessary for deciding the question of possession and the grant of
an injunction, or where no issue on title has been framed to decide
a suit for injunction, any observation or decision on title would be
incidental and collateral and will not operate as res judicata - Thus,
it is not correct that the absence of a separate suit for declaration
or even a specific prayer to that effect will alter the legal position
of either party in the case. [Paras 58, 59]
Case Law Cited
Syed Abdul Khader v. Rami Reddy & Ors. [1979] 2 SCR 424 :
(1979) 2 SCC 601; State of Rajasthan v. Basant Nahata [2005]
Supp. 3 SCR 1 : (2005) 12 SCC 77; Timblo Irmaos Ltd., Margo v.
Jorge Anibal Matos Sequeira [1977] 2 SCR 451 : (1977) 3 SCC
474; Shyam Narayan Prasad v. Krishna Prasad & Ors. [2018] 5
SCR 36 : (2018) 7 SCC 646; Sajjadanashin Sayed MD. B.E. EDR.
(Dead) by LRs. v. Musa Dadabhai Ummer [2000] 1 SCR 1095 :
(2000) 3 SCC 350; Anathula Sudhakar v. P. Buchi Reddy (Dead)
by LRs. [2008] 5 SCR 331 : (2008) 4 SCC 594; Suraj Lamp &
Industries Pvt. Ltd. v. State of Haryana [2011] 11 SCR 848 : (2012)
1 SCC 656 - relied on.
Dalchand v. Seth Hazarimal & Ors., 1931 SCC OnLine MP 57;
Palani Vannan v. Krishnaswami Konar, 1945 SCC OnLine Mad
119; Shri Harbans Singh v. Smt. Shanti Devi, 1977 SCC OnLine
Del 102; Manubhai Prabhudas Patel v. Jayantilal Vadilal Shah, 2011
SCC OnLine Guj 7028; Channegowda & Anr. v. N.S. Vishwanath
& Ors., 2023 SCC OnLine Kar 153 - relied on.
List of Acts
Contract Act, 1872; Registration Act, 1908.
2038
[2025] 2 S.C.R.
Supreme Court Reports
List of Keywords
Registration of instrument when interest transferred; Deed of
conveyance; Claim for possession is dependent on issue of Title;
Agent's interest in power of attorney; Irrevocable Power of Attorney.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No(s). 3266-3267
of 2025
From the Judgment and Order dated 16.10.2019 of the High Court
of Karnataka at Bengaluru in RFA Nos. 1317 and 1318 of 2014
Appearances for Parties
Adv. for the Appellants:
Ms. Farhat Jahan Rehmani.
Advs. for the Respondents:
Mahesh Thakur, Ranvijay Singh Chandel, Mrs. Geetanjali Bedi.
Judgment / Order of the Supreme Court
Judgment
J.B. Pardiwala, J.
For the convenience of exposition, this judgment is divided into the
following parts:-
INDEX*
A. FACTUAL MATRIX ....................................................................
3
B. IMPUGNED JUDGMENT .......................................................... 15
C. SUBMISSIONS ON BEHALF OF THE APPELLANT(S) .......... 21
D. SUBMISSIONS OF BEHALF OF THE RESPONDENT(S) ...... 24
E. ISSUES FOR CONSIDERATION .............................................. 26
F.
ANALYSIS ................................................................................. 27
i.
Relationship between the Executant and Holder of
General Power of Attorney ............................................. 28
* Ed. Note: Pagination as per the original Judgment.
[2025] 2 S.C.R.
2039
M.S. Ananthamurthy & Anr. v. J. Manjula
ii.
Independent Reading of the General Power of Attorney
and the Agreement to Sell .............................................. 32
a.
'Interest' in Power of Attorney .................................. 32
b.
Nature of Power of Attorney ..................................... 40
iii.
Combined Reading of the General Power of Attorney
and the Agreement to Sell .............................................. 46
iv.
Effect of Suit for Injunction simpliciter ........................ 54
G. CONCLUSION ........................................................................... 60
1.
Leave granted.
2.
Since the issues raised in both the captioned appeals are the same,
the parties are also same and the challenge is also the self-same,
hence those were taken up analogously and are being disposed of
by this common judgment and order.
3.
These appeals have been filed before this Court from the judgment
and order passed by the High Court of Karnataka at Bengaluru
dated 16.10.2019 in R.F.A. No. 1318/2014 c/w R.F.A. No. 1317/2014
("impugned judgment") whereby the High Court dismissed the appeals
and affirmed the common judgment and decree dated 21.06.2014
passed in O.S. No. 133/2007 and O.S. No. 4045/2008 by the Court
of VIII Additional City Civil & Sessions Judge at Bengaluru City.
A.
FACTUAL MATRIX
4.
The description of the parties before this Court, the High Court and
before the Trial Court is tabulated as follows:-
Before This
Court
Before the High
Court
Before the
Trial Court
Remarks
Muniyappa
-
-
Original Owner
A. Saraswathi
-
-
Holder of POA
Appellants
Petitioners
Plaintiff in
O.S. No.
4045/2008
Defendant in suit
instituted by the
respondent no. 9
Respondent Nos.
1-6
Respondent Nos.
1-6
Defendant
Nos. 1-6
Legal heirs of
original owner
2040
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Respondent No.
7
Respondent No. 7
Defendant
No. 7
Purchaser
Respondent No.
8
Respondent Nos.
8-10
Defendant
No. 8
Purchaser
Respondent No.
9/Answering
Respondent
Respondent No.
11
Plaintiff in
O.S. No.
133/2007
Defendant
no. 9 in suit
instituted by the
appellants/Gift
Deed Holder
Appellant no. 2 was represented by his general power of attorney
holder i.e., appellant no. 1, for the purposes of the appeal before
the High Court and this Court.
5.
The dispute arises from a common claim put forward by the appellants
and the answering respondent on property bearing Site No. 10, out
of Sy. No. 55/1, situated at Chunchaghatta Village, Uttarahalli Hobli,
Bangalore South Taluk (hereinafter referred to as "Suit Property").
The Suit Property originally formed part of 1 acre 8 guntas of land
situated in Chunchaghatta Village, Uttarahalli Hobli, Bangalore South
Taluka within the revenue limits of Konanakunte Gram Panchayat
owned by late Muniyappa @ Ruttappa (hereinafter referred to as
"original owner"). The original owner developed the said land in
the form of individual plots and sold those plots for consideration to
various person. The Suit Property is one of those plots.
6.
It is the case of the appellants that on 04.04.1986, the Suit Property
was sold by the original owner one A. Saraswathi (hereinafter
referred to as "holder") for total sale consideration of Rs.10, 250/-
by executing an irrevocable power of attorney (hereinafter referred
to as "POA") and an unregistered agreement to sell. The contents
of the said POA and agreement to sell are extracted hereinbelow:-
"GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT, I,
Muniyappa urf Ruttappa Son of Ragallappa, Major, residing
at Vajarahalli village, Uttarahalli Hobli, Bangalore South
Taluk do hereby appoint, nominate and constitute Smt.
A. Saraswathi W/O M. S. Anantha Murthy, residing at
No. 155, 5th Cross, Wilsongarden, Bangalore - 560 027 as
[2025] 2 S.C.R.
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M.S. Ananthamurthy & Anr. v. J. Manjula
my General Power of Attorney holder to do the following
acts, deeds and things on my behalf that is to say:
1) To look after, maintain, manage the Schedule Property
in the best manner as my attorney deems fit.
2) To enter into any type of agreements in respect of
the Schedule property with any person for any amount,
receive advance amount, issue proper receipts, apply to
the competent authority seeking permission to execute
any type of deeds, in favour of any persons, and to
execute such deeds in favour of such persons, receive
full consideration amount, issue proper discharge thereof,
sign all deeds, forms etc., etc.,
3) To apply for transfer of Khata and to pay all future taxes
and to receive proper receipts.
4) To apply for sanctioned plan for construction of any type
of building on the property and to construct such building,
utilise the same as my attorney deems fit and to get all
profits therefrom.
5) To represent me in respect of the Schedule property in all
Government offices, BDA, BWSSB, KEB, Corporation etc.,
etc., apply for any type of documents, receive the same,
and approach BDA for reconvey of Schedule property, to
pay all betterment charges and to do all connected things.
6) In case of complications to sue such matters in proper
courts, of law by engaging the service of advocates or
advocate, sign all forms, vakalath, suits, petitions, etc,
produce any documents in court, take any documents
from the court, give evidence, obtain decree, execute the
sale or enter into compromise.
7) The Schedule property is in my peaceful possession
and enjoyment thereof as absolute owner thereof.
8) My Attorney is ge11erally entitled to do all such acts,
deeds and things, in respect of the Schedule property,
which are not specifically written hereunder and I do hereby
agree to ratify confirm all such acts, deeds and things
done by my attorney as the acts, deeds and things done
by me in person and this G.P.A. is irrevocable in nature.
2042
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SCHEDULE
Site No. 10, out of Sy. No. 55/1, situated at Chunchaghatta
Village, Uttarahalli Hobli, Bangalore South Taluk, measuring
East to West 30 feet and North to South (40-6" + 42-3")/2
feet and bounded as follows:-
East by: Property No. 11
West by: Property No. 9
North by: Road &
South by: Private Property
In witnesses whereof I the executant above named signed
this General Power of Attorney on this 4th day of April
1986 at Bangalore.
Identified by me
Executant
Execution admitted before me
S.B. Chandrasekhar
Bangalore Metropolitan Area
Notary
Bangalore
Date: 4-4-1986
SALE AGREEMENT
This Deed of Sale Agreement is made on this 4th day of
April, 1986 at Bangalore and executed by Sri. Muniyappa
urf Ruttappa, Son of Ragallappa, residing at Chunchaghatta
village, Uttarahalli Hobli, Bangalore South Taluk hereinafter
called the "VENDOR" (which term shall mean and include
all his heirs, executors, administrators and assignees)
of the one part and in favour of Srimathi. A. Saraswathi
W/O, Ananthamurthy, residing at No. 155, 5th Cross,
Wilson Garden, Bangalore-560 027 hereinafter called
the "PURCHASER" (which term shall mean and include
all heirs, executors, administrators and assignees) of the
other part witnesseth as follows:~
[2025] 2 S.C.R.
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M.S. Ananthamurthy & Anr. v. J. Manjula
WHEREAS the Vendor is the absolute owner in peaceful
possession and enjoyment of the Schedule Property more
fully described in the Schedule hereunder.
And whereas the Vendor is in need of funds for the
maintenance of his family and other legal necessities
he desired to sell the Schedule Property in favour of the
purchaser for a sum of Rs 10,250/-(Rs. Ten thousand two
hundred fifty only) to which the Purchaser duly agreed to
purchase the same for the said sum of Rs. 10,250/- only.
In pursuance of this Sale agreement the purchaser paid
a sum of Rs. 5,000/- on 20-5-1985 through a Cheque
No. 0861556 of Syndicate Bank, Wilsongarden Branch,
Bangalore and a sum of Rs. 5,250/- only Cheque No.
039 529/243 dated 3.4.86 of Syndicate Bank Wilson
Garden, Bangalore total the Vendor received the full sale
consideration of Rs.10,250/- only. This day the Vendor
handed over the vacant possession of the Schedule
property to the purchaser to have and to hold the same
as absolute owner. As there is a prohibition of selling
the revenue sites by the Government of Karnataka the
Vendor could not execute the sale deed. As and when
the Government of Karnataka revokes the fragmentation
act the Vendor execute the sale deed.
This day the Vendor handed over the vacant possession of
the Schedule property to the purchaser, the Vendor have
no objection to construct a dwelling house on the Schedule
property the Vendor have no objection to transfer the Khata
of the Schedule Property to the name of the purchaser.
The Vendor assures the purchaser that the schedule
property is free from all kinds of encumbrances and it is
free from all taxes.
SCHEDULE:- Site No. 10, out of Sy. No. 55/1, situated at
Chunchaghatta Village, Uttarahalli Hobli, Bangalore South
Taluk, measuring East to West 30 feet and North to South
(40-6" + 42-3")/2 feet and bounded as follows:-
East by: Property No. 11
West by: Property No. 9
2044
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North by: Road &
South by: Private Property
In witnesses whereof both the parties have affixed their
signatures to this sale agreement on the day, month and
the year above first written.
WITNESSES:
1.
2.
3.
VENDOR
PURCHASER"
7.
On the same day, the said POA was duly notarized. On 30.01.1997,
the original owner, executant of the POA died. On 01.04.1998, the
holder of POA executed a registered sale deed with respect to the Suit
Property in favour of her son, i.e., the appellant no. 2, in exchange
of sale consideration of Rs. 84,000/-.
8.
On the other hand, several years after the death of the original owner,
his legal heirs through a registered sale deed dated 21.03.2003
sold the same Suit Property to the respondent no. 7 for total sale
consideration of Rs. 76,000/-. Subsequently, respondent no. 7 sold
the Suit Property to the respondent no. 8 vide another registered sale
deed dated 29.09.2003 for total sale consideration of Rs. 90,000/-.
Then, on 06.12.2004, the respondent no. 8 executed a registered
gift deed in favour of her daughter, i.e., the answering respondent.
9.
It is the case of the appellants that after a long period of time, the
father of appellant no. 2, i.e., the appellant no. 1 herein, visited the
Suit Property on 02.01.2007. To his shock and surprise, he found
strangers in possession of the Suit Property. He, accordingly, lodged
a police complaint with the concerned police station. The occupants
as well as the answering respondent were called by the police to
the police station. However, the police closed the matter saying that
the dispute was civil in nature.
10. Later, the answering respondent filed O.S. No. 133/2007 for
permanent injunction against the appellant no. 2 or anyone else
[2025] 2 S.C.R.
2045
M.S. Ananthamurthy & Anr. v. J. Manjula
acting under him from interfering with the peaceful possession and
enjoyment of the Suit Property. Following this, the appellant no. 2
also filed O.S. No. 4045/2008 against the legal heirs of the original
owner, the subsequent purchasers and the answering respondent
respectively for declaration of sale deeds executed on 21.03.2003 and
29.09.2003 respectively, and the gift deed executed on 06.12.2004
as null and void. He sought further declaration of absolute ownership
and direction to handover vacant physical possession of the Suit
Property. Both the suits were consolidated and tried together by way
of recording common evidence.
11. Upon appreciation of the oral as well as documentary evidence on
record, the Trial Court vide its common judgment and order dated
21.06.2014 decreed the O.S. No. 133/2007 filed by the answering
respondent by granting a decree of permanent injunction in her
favour and dismissed the O.S. No. 4045/2008 filed by the appellant
no. 2 herein.
12. The findings recorded by the Trial Court in its judgment and order
can be better understood in four parts:-
(i)
First, on the issue of possession the Trial Court recorded that
it was an admitted position that the answering respondent was
in possession of the Suit Property. Further, the registered sale
deed dated 29.09.2003 reflected that the respondent no. 8
had purchased the Suit Property from the respondent no. 7 for
total sale consideration of Rs. 90,000/- and then respondent
no. 8 gifted the property to the answering respondent vide
the registered gift deed dated 06.12.2004. While, evaluating
the evidence adduced by the appellants (defendants therein)
the Trial Court from the cross-examination of appellant no. 1
recorded that two days prior to 01.04.1998, he had visited the
Office of Sub-Registrar and found that the revenue site was
being registered. Further, it was an admitted position that, though
allegedly, a general power of attorney ("GPA") and agreement to
sell were executed by the original owner in favour of the holder
in the year 1986, yet the appellant no. 2 was not in possession
of the Suit Property as on the date of the institution of the suit.
The Trial Court held that the answering respondent is the donee
of the Suit Property and is in lawful possession and that the
appellant no. 2 is not entitled to seek recovery of possession.
2046
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(ii)
Secondly, on the issue of legality of registered sale deed dated
21.03.2003 that was executed by the respondent nos. 1-6 in
favour of the respondent no. 7, the Trial Court proceeded with
the premise that it was an admitted position that as on the date
of institution of suit, the appellants were not in possession of
the Suit Property. It held that though, the original owner had
executed the GPA and the agreement to sell, yet the holder of
POA failed to get it registered in time. The contention of the
appellants that the GPA and the agreement to sell respectively
were not registered in 1986 due to a prohibition on the registration
of revenue lands was rejected. It was held by the Trial Court that
for transfer of ownership in immovable property, whose value
is more than Rs. 100/-, the conveyance has to be mandatorily
registered as per Section 17 of the Registration Act, 1908 (for
short, "Registration Act") and sale by GPA is not recognized
by law. By placing reliance on Suraj Lamp & Industries Pvt.
Ltd. v. State of Haryana, reported in (2012) 1 SCC 656, the
Trial Court held that the sale deed dated 01.04.1998 executed
by the holder of POA in favour of the appellant no. 2 was
invalid along with the admitted position that it was executed
after the death of the original owner. Thus, it was held that the
registered sale deed dated 21.03.2003 executed in favour of
the respondent no. 7 was legal.
(iii) Thirdly, on the issue of legality of registered sale deed dated
29.09.2003 which was executed by the respondent no. 7 in
favour of the respondent no. 8, and the registered gift deed
dated 06.12.2004 which was executed by the respondent no.
8 in favour of the answering respondent, the Trial Court held
that the appellants failed to prove that the above-mentioned
sale deed and gift deed were illegal, null and void. At the same
time, it held that the respondent no. 8 had a valid title over the
Suit Property so as to execute the gift deed in favour of the
answering respondent.
(iv) Lastly, on the issue of maintainability of the suit instituted by
the appellants, the Trial Court held that the suit instituted by the
appellants was barred by limitation. It held that as per Article
58 of the Limitation Act, 1963 (for short, "Act of 1963"), for the
purpose of challenging the sale deeds dated 21.03.2003 and
29.09.2003 respectively and the gift deed dated 06.12.2004,
[2025] 2 S.C.R.
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M.S. Ananthamurthy & Anr. v. J. Manjula
he should have presented the suit within three years from the
date of the alleged sale deed or agreement to sell as he had
come to know about the sale transactions in the year 2003 itself.
B.
IMPUGNED JUDGMENT
13. Being aggrieved by the order of the Trial Court, the appellants/
judgment debtor, preferred First Appeal. The High Court framed the
following points for determination:-
"14. In the light of the above, the points that arise U for
my consideration in this appeal are:-
1] Whether the appellant herein (plaintiff in
O.S.No.4045/2008) proves that he is the absolute owner
of the suit schedule property?
2] Whether the registered Sale Deed dated 01-04-1998
in favour of the plaintiff in O.S.No.4045/2008 executed
by Smt. A. Saraswathi as a General Power of Attorney
holder would convey a valid title in favour of the plaintiff?
3) Whether the plaintiff in O.S.No.133/2007 would prove
that she is in lawful possession of the property as on the
date of the institution of the suit?
4] Whether the plaintiff ln O.S.No.133/2007 has proved
that there was an interference in her lawful possession of
the suit schedule property by the defendants?
5) Whether the common judgment and the decrees under
appeals deserve interference at the hands of this Court?"
14. The High Court dismissed both the appeals and thereby affirmed
the judgment and decree passed by the Trial Court. The High Court
dismissed the appeals on four grounds:-
(i)
First, the High Court held that the appellants had not denied or
disputed the existence of the two registered sale deeds dated
21.03.2003 and 29.09.2003 respectively and the gift deed dated
06.12.2004 in the suit preferred by the answering respondent.
The said documents made it amply clear that the Suit Property
was sold by the legal representatives of the original owner in
favour of the respondent no. 7, who in turn vide a registered
sale deed then sold the same Suit Property to the respondent
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no. 8. The respondent no. 8 thereafter gifted the Suit Property
to her daughter, i.e., the answering respondent by way of a
registered gift deed dated 06.12.2004. Accordingly, answering
respondent is the lawful owner in possession of the Suit Property.
The relevant observations read as under:-
"22. As already observed above, the plaintiff in O.S.No.
4045/2008 has not denied or disputed the documents
at Exs. P-1, P-2, P-3 which are two registered Sale
Deeds and a Gift deed respectively. By virtue of the
said documents, it goes to show that the suit schedule
property was sold by the legal representatives of the
deceased Muniyappa @ Ruttappa in favour of one Sri.
S. Sreenivasulu on 21-03-2003 which Sreenivasulu
in turn sold the very same suit scheduled property to
one Smt. C. Roopavathi (the mother of the plaintiff
in O.S.No.133/2007) under a registered Sale Deed
dated 29-09-2003. The said Smt. C. Roopavathi, in
turn, has gifted the said property to her daughter -
Smt.J. Manjula (plaintiff in O.S.NO.133/2007) under
a registered Gift Deed dated 06-12-2004. It is
based upon these documents and the subsequent
documents like tax paid receipts, self-declaration
of property tax and the water bill and water tax
receipt which have all been produced as exhibits in
'P' series as observed above, the learned counsel
for the plaintiff in O.S.No.133/2007 (Respondent
in R.F.A.No.1318/2014) contends that, it is Smt. J.
Manjula - the plaintiff in O.S.No.133/2007 has been in
lawful possession of the suit schedule property in her
capacity as the owner of the suit schedule property."
(ii)
Secondly, the High Court observed that the appellant no. 1
in his cross-examination had admitted that the original ownerexecutant of POA, died on 30.01.1997. It is further an admitted
position that the registered sale deed in favour of the appellant
no. 2 was executed on 01.04.1998 i.e., after the death of the
executant. The said sale deed was executed by the holder of
POA in her capacity as a GPA holder of the original owner.
Therefore, the execution of sale deed dated 01.04.1998
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M.S. Ananthamurthy & Anr. v. J. Manjula
was after the death of the executant of GPA. The appellants
submitted that since the holder had an interest in the POA, it
should be read along with the agreement to sell which was
executed pursuant to sale consideration. The High Court while
addressing the aforesaid submissions of the appellants held
that though the GPA and the agreement to sell were executed
by the same executant on the same day in favour of the same
holder yet they cannot be treated as a single transaction.
The detailed and comprehensive reading of the GPA and the
agreement to sell would indicate that the contents of the GPA
do not mention anything about the execution or purpose of
executing the agreement to sell or vice versa. The relevant
observations read as under:-
"...Even though it is observed that Exs.D-4 and
D-5 were contemporaneous documents executed
by Sri. Muniyappa @ Ruttappa in favour of Smt. A.
Saraswathi, by that itself, it cannot be concluded
that, the said Smt. A. Saraswathi had any interest in
the Power of Attorney at Ex.D-4. It is for the reason
that the said document at Ex.D-4 nowhere expressly
mentions as to for what reason the executant was
made to execute the said document and more
particularly, the executant has nowhere whispered in
it that the attorney has acquired any interest in the
property mentioned in the said Power of Attorney.
However, the said Power of Attorney - Smt. A.
Saraswathi whether is having any interest under the
said irrevocable Power of Attorney has to be gathered
from the circumstance of the case and the position
of law. If it can be concluded that she had acquired
interest by virtue of Exs.D-4 and D-5, then probably,
Section 202 of the Contract Act may come into picture.
Otherwise, it would be Section 201 of the Contract
Act that may come into operation."
(iii) Thirdly, the principal contention of the appellants was that since
the holder of POA had an interest in the property which is the
subject-matter of the POA, the POA would not come to an end
on the death of the executant by virtue of Section 202 of the
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Indian Contract Act, 1872 (for short, "the Contract Act"). The
High Court held that executing a POA, including an irrevocable
one or an agreement to sell for immovable property, does not
automatically transfer any right or interest to the beneficiary, such
as the attorney or agreement holder. By referring to the decisions
of the High Court of Rajasthan in Prahlad & Ors. v. Laddevi &
Ors., reported in 2007 SCC OnLine Raj 19 and the High Court
of Karnataka in Wajid Pasha v. The Chairman, Bangalore
Development Authority, reported in 2013 SCC OnLine Kar
10135, the High Court held that the purpose for which the GPA
was executed had not been stated either in the GPA or the
agreement to sell. It was observed that indisputably, the holder
of POA did not enforce the agreement to sell against the legal
representatives of the executant of the POA. After the death of
the executant, the holder of POA transferred the Suit Property
to her son i.e., the appellant no. 2, for a sale consideration of
Rs. 84,000/- which was considerably higher than the amount
she paid for the Suit Property to the original owner. Thus, the
High Court held that the case of the appellants would not be
covered by Section 202 of the Contract Act and that the POA
did not create any right or interest in the favour of the holder
of the POA. The relevant observations read as under:-
"38. Illustration (a) to Section 202 of the Contract
Act is clear and applicable to those cases where the
very purpose or execution of the Power of Attorney
is to enable the Power of Attorney to get his/her
entitlement paid to him/her. It is in that case, the
attorney holder can be called as having interest in
the General Power of Attorney executed in his/her
favour, whereas, in the case on hand, as already
observed above, the purpose for which the General
Power of Attorney was executed by Sri. Muniyappa
@ Ruttappa is nowhere made clear either in Ex.D-4
or Ex.D-5. Merely because they are contemporaneous
documents, it cannot be inferred that the holder of
the said agreement would get an interest under the
General Power of Attorney so as to over come Section
201 of the Contract Act and fall within the scope of
Section 202 of the same Act. This is clear in all the
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M.S. Ananthamurthy & Anr. v. J. Manjula
three judgments referred above which were relied
upon by the learned counsel for the respondents.
Rather in those situations, where the sale agreement
holder though was put in possession and had already
parted with some consideration, the remedy available
to such agreement holder would be for enforcing the
contract, specifically either as against the executant
or his/her legal representatives."
(iv) Fourthly, the High Court noted that the answering respondent
not only established her lawful possession over the Suit Property
as on the date of the institution of the suit but was also able
to establish that there was interference with her peaceful
possession by the appellants herein. The High Court held
that the suit was not barred by limitation. It held that the Trial
Court erred in holding so, as the suit was one for declaration
and possession of the property. Therefore, as per Article 65 of
the Act of 1963, the period of limitation would be twelve years.
15. In such circumstances, referred to above, the appellants are here
before this Court with the present appeals.
C.
SUBMISSIONS ON BEHALF OF THE APPELLANT(S)
16. Ms. Farhat Jahan Rehmani, the learned counsel appearing for the
appellants submitted that the present case relates to the scope,
interpretation and construction of the POA and the agreement to sell
dated 04.04.1986 executed by the original owner in favour of holder.
Hence, the limited question for our determination is whether the POA,
which was coupled with interest is irrevocable as per Section 202 of
the Contract Act or it stood terminated upon the death of the original
owner as per Section 201 of the Contract Act?
17. Ms. Rehmani submitted that the fact of execution of the POA and
the agreement to sell in favour of the holder by the original owner
in exchange of sale consideration is not disputed. Since both the
POA and the agreement to sell are in favour of the same person,
they should be read together and construed harmoniously. The
holder of POA executed the registered sale deed dated 01.04.1998
in favour of the appellant no. 2. Further, there is no challenge to
the validity of the GPA and agreement to sell dated 04.04.1986
and the registered sale deed dated 01.04.1998. The GPA specifies
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that it had been executed for the purpose of the Suit Property. It
specifically mentions that it is 'irrevocable' and the schedule to the
GPA references the particulars of the Suit Property. The GPA read
with the agreement to sell would indicate that it had been executed
for a valid sale consideration, and possession of the Suit Property
was also delivered to the holder of POA. Thus, she had an interest
in the subject-matter of the agency being irrevocable. By placing
reliance on Section 202 of the Contract Act, he submitted that
where the agent himself has interest in the property which forms a
subject-matter of the agency, the agency cannot be terminated to
the prejudice of such interest of the agent. In the facts of the case,
Section 202 of the Contract Act is applicable and not Section 201.
18. It was further submitted that the High Court erred in holding that the
purpose for which the GPA and the agreement to sell was executed
was not mentioned in either of the documents and therefore, even
though the two documents are contemporaneous yet it cannot be
inferred that the holder of the two documents would derive an interest
in the subject-matter of the GPA. Ms. Rehmani asserted that it has to
be inferred that the original owner executed the agreement to sell as
a consequence of executing the GPA in favour of the holder, hence,
the said POA is not irrevocable merely for the reason that in the
said documents the purpose for executing the GPA and agreement
to sell has not been mentioned.
19. While drawing the Court's attention to para 26 of Suraj Lamp
(supra), she submitted that the case of Suraj Lamp (supra) will not
be applicable to the facts of the present case as in the present case
the holder of GPA executed the registered sale deed on 01.04.1988
which was much prior in time. She further distinguished the decision
in Prahlad (supra) and Wajid Pasha (supra) referred to and relied
upon by the High Court on facts. Ms. Rehmani submitted that the High
Court failed to consider that there was no challenge to the validity of
the GPA, and the registered sale deed executed in favour of appellant
no. 2. In such circumstances, a suit for injunction simpliciter filed by
the answering respondent would not be maintainable. Further, the
respondent no. 7 had no title in the Suit Property as the title had
already been conveyed under the registered sale deed and there
was no challenge to the same. The suit O.S. No. 4045/2008 filed by
the appellants for declaration and possession ought to have been
decreed.
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M.S. Ananthamurthy & Anr. v. J. Manjula
20. In view of the aforesaid submissions, the counsel prayed that the
impugned judgment passed by the High Court be set aside and
appellants be declared to be the true owner of the Suit Property and
grant possession thereof.
D.
SUBMISSIONS OF BEHALF OF THE RESPONDENT(S)
21. Mr. Mahesh Thakur, the learned counsel appearing for the answering
respondent submitted that an agreement of sale creates an interest
against the vendor or his legal representatives and to enforce that
interest the intended buyer is required to file a suit for specific
performance by virtue of Section 40 of the Transfer of Property Act,
1882 (for short, "the TPA"). In view of Section 17 of the Registration
Act, a property worth Rs. 100 or more cannot be transferred without
registration. In the present case, the value of property is more than
Rs. 100, therefore, the original owner could not have transferred the
property merely by an agreement to sell or GPA or by executing both.
22. To buttress his aforesaid submission that such documents cannot
pass on title, Mr. Thakur relied on the decision in Suraj Lamp (supra)
to submit that by virtue of Section 54 of the TPA, an agreement
to sell does not create any interest in or charge on such property.
Further, a POA is not an instrument of transfer qua any right, title
or interest in any immovable property. A sale by an agreement to
sell or GPA will neither convey any title nor create any interest in an
immoveable property. He relied on Wajid Pasha (supra) to submit
that the contract of agency gets automatically terminated by death of
either of the parties. As soon as the executant of POA dies, the right
given to the agent comes to an end. Once the agency is terminated,
the agent cannot act on the basis of the power granted to him under
the GPA. He also placed reliance on Prahlad (supra) to submit that
a POA granted by the donor to the donee is operative and effective
only during the lifetime of the donor. Since the donor and done are
in a relationship of master-agent a POA cannot stand after the death
of the donor. He asserted that the principle of nemo dat quod non
habet would apply meaning thereby that the holder of POA could
not have passed a title that she did not possess.
23. Mr. Thakur further submitted that even if for the sake of argument,
it is presumed that the GPA was coupled with interest and Section
202 of the Contract Act comes into operation, still it can apply only
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to an extent that the buyer can enforce the agreement against the
vendor or his legal representatives for specific performance or for
return of the sale consideration paid. Lastly, he submitted that it is not
the case of the appellants that legal representatives of the original
owner were aware about the transaction between their father and
the holder of POA.