Property Law

Indira Devi v. Veena Gupta

(2023) 8 SCC 124

Facts

Kishori Lal Sahu and his son sold property to Indira Devi under a document executed in 1977.
The document gave the vendors a right to repurchase the property by returning the agreed amount within the stipulated period.
Before the period expired, Kishori Lal executed a gift deed in favour of Veena Gupta.
The gift included his rights and interests relating to the property, including the contractual benefit of repurchase.
Veena Gupta sought reconveyance by offering the amount required under the original agreement.
Indira Devi resisted the claim.
She argued that the right to repurchase was personal to the original vendors and could not be assigned or gifted to another person.

Whether a contractual right to repurchase immovable property is transferable.
Whether Veena Gupta, as the representative or assignee of the original contracting party, could enforce reconveyance.

A contractual benefit is ordinarily assignable unless:
the contract expressly prohibits assignment;
the obligation is personal in nature;
assignment would materially alter the promisor’s burden; or
the transaction depends upon personal skill, confidence or qualifications.
Section 15(b) of the Specific Relief Act permits specific performance to be obtained by a representative in interest of a contracting party, unless personal qualities are material.
A right to have property reconveyed is normally a proprietary or commercial benefit, not a purely personal privilege.

Nothing in the original agreement stated that only Kishori Lal personally could exercise the repurchase right.
The obligation imposed on Indira Devi remained exactly the same:
receive the stipulated amount; and
reconvey the same property.
Substitution of Veena Gupta did not increase or alter that obligation.
No special personal confidence, qualification or relationship was required for exercising the option.
The Court refused to infer a prohibition which the parties had not written into the agreement.
The gift deed was capable of transferring the benefit of the repurchase contract.
Veena therefore became a representative in interest within Section 15(b).
Once she exercised the right within the agreed period and was willing to pay the prescribed amount, she could seek specific performance.
The Court distinguished assignment of a contractual benefit from delegation of a personal burden: the former is generally permissible, while the latter may require consent.
Here, only the benefit of obtaining reconveyance had been assigned.

The right to repurchase was assignable.
The gift deed validly transferred that right to Veena Gupta.
She was entitled to enforce the reconveyance as the original vendor’s representative in interest.
An implied restriction on assignment could not be introduced into the contract.