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Official Citation: 2026 LHC 2844
Court / Jurisdiction: Lahore High Court (Honorable Mr. Justice Abid Hussain Chattha)
Ruling Summary: This decision was rendered by the Lahore High Court (Honorable Mr. Justice Abid Hussain Chattha), officially reported as 2026 LHC 2844. In this matter between the Petitioner and the Respondent, the court adjudicated key questions of statutory construction, procedural regularity, and legal precedent under Pakistani law.
Core Holding: The honorable bench evaluated governing statutory provisions and judicial authorities to establish the rights of the parties, delivering the binding reasoning set out below.
COURT: Lahore High Court (Honorable Mr. Justice Abid Hussain Chattha) DECISION DATE: 27-04-2026 TAGLINE: The token receipt executed between the parties did not contain required particulars of a complete sale transaction which could be enforced through the suit for specific performance, particularly, when it is evident from record that the vendee did not have the requisite financial ability to complete the transaction as originally contemplated by the parties. CASE DETAILS: Civil Revision 17032/25 ============================================================ Stereo. H C J D A 38 JUDGMENT SHEET LAHORE HIGH COURT, LAHORE JUDICIAL DEPARTMENT
C. R. No. 17032 / 2025
Muhammad Amjad Malik (deceased) through Legal Heirs & others Versus
Muzafar Hussain
JUDGMENT
Date of Hearing: 27.04.2026 Petitioners By: Mr. Naveed Aslam, Advocate Respondent By: Syed Muhammad Javaid Rizvi, Advocate
ABID HUSSAIN CHATTHA, J :- This Civil Revision is directed against the impugned Judgments and Decrees dated 07.11.2023 and 30.01.2025 passed by Civil Judge and Additional District Judge, Sheikhupura, respectively, whereby the suit for specific performance instituted by the Respondent was concurrently decreed with costs as prayed for, subject to deposit of the remaining sale consideration within 30 days from the date of Judgment of the Trial Court with the caveat that in case of failure to deposit the same within the stipulated period, the suit shall be deemed to have been dismissed. 2. The Respondent averred in his suit that the Petitioners as owners of the suit property , fully described in the plaint , agreed to sell it to the Respondent pursuant to the agreement to sell dated 23.01. 2019 (the “Agreement”) against total sale consideration of Rs. 20,500,000/ - after receiving an amount of Rs. 200,000/- as earnest money at the time of execution of the Agreement in the presence of witnesses. The Agreement contemplated that an additional amount of Rs. 1,800,000/ - would be paid by 25.01.2019 when an amended agreement to sell would be executed between the parties . The parties also agreed that a registered sale deed would be executed within three months of the Agreement. In ord er to effectuate the transaction, t he 2 C. R. No. 17032 / 2025
Petitioners got issued a computerized Fard Bay on the following day and stamp paper for amended agreement to sell was purchased. A pay order of Rs. 900,000/- was prepared in the name of Petitioner No. 1 while a cross cheque of Rs. 900,000/ - was issued in favour of Petitioner No. 2. However, when the parties visited the stamp vendor to proceed further, an unidentified person whispered something to the Petitioners, whereupon, they abruptly left the place without giving an y instructions to the Respondent and subsequently , discontinued the process despite repeated requests. The Respondent further claimed that he later came to know that the Petitioners were inclined to sell the suit property to some other person which constrained him to institute the suit. 3. The Petitioners contested the suit on both legal and factual plane. The transaction to the extent of the Agreement was admitted subject to the counter stance that no final agreement to sell was executed and no amount as agreed was paid for the reason that the Respondent expressed his doubt regarding ownership of the Petitioners over the suit property , revoked the Agreement and sought return of the earnest money to which they responded that the said amount is in trust and could be retrieved at any time. The financial ability of the Respondent to complete the transaction was questioned on the score that the Respondent failed to deposit the remaining sale consideration in compliance with the order of the Court dated 24.07. 2019. Accordingly, the Petitioners maintained that the Respondent himself cancelled the transaction, therefore, he had no right to seek specific performance of the revoked Agreement. The remaining assertions in the plaint were also denied. 4. From the divergent pleadings of the parties, the Trial Court framed the following issues:- i) Whether the plaintiff is entitled to get the decree for specific performance of agreement to sell dated 23.01.2019 along with permanent injunction? OPP ii) Whether the plaintiff has issued a pay order of Rs. 900,000/- in the name of defendant No. 2 and a cross cheque of Rs. 900,000/- in the name of the defendant No. 1? OPP iii) Whether the plaintiff himself has abrogated the agreement to sell dated 23.01.2019 on 24.01.2019, he nce, he is not 3 C. R. No. 17032 / 2025
entitled to relief of specific performance of agreement to sell dated 23.01.2019? OPD iv) Whether the plaintiff has not come to the court with clean hands? OPD v) Whether the plaintiff has no cause of action to file instant suit? OPD vi) Whether the plaintiff is estopped by his own words to file instant suit? OPD vii) Relief.
5. The Courts below concluded that the Respondent had successfully proved the transaction embodied in the Agreement. It was observed that act of the Petitioners to leave the Katcheri premises without completing the transaction indicated their reluctance to abide by the terms of the Agreement while the Respondent consistently remained ready and willing to perform his part of the Agreement. Pay Order was made and cross cheque was issued for an aggregate amount of Rs. 1,800,000 /-. Stamp paper for agreement to sell and Fard B ay were procured. Moreover, Rs. 18,500,000/ - was deposited by the Respondent pursuant to the direction of the Court within the extended time allowed in this behalf and receipt of the earnest money of Rs. 200,000/ - was admitted by the Petitioners. Accordingly, the Respondent was held entitled to the relief of specific performance subject to deposit of remaining amount of Rs. 1,800,000/- within specified time granted by the Court. 6. The Appellate Court while addressing the question whether the Respondent was ready and willing to perform his obligations under the Agreement, observed that a pay order and a cheque of Rs. 900,000/ - each had been brought on record. Although the balance amount of Rs. 18,500,000/ - was not deposited initially, yet an application for extension of time was filed which was allowed vide order dated 15.01.2020, extending the time up to 06.02.2020, on which date the remaining sale con sideration was deposited. Notably, a Revision Petition filed by the Petitioners against the order dated 15.01.2020 was dismissed on 24.11.2020. As such, the Respondent had demonstrated his readiness and willingness to perform the Agreement, whereas , the Petitioners had shown reluctance in receiving the remaining consideration to complete the 4 C. R. No. 17032 / 2025
transaction. The plea of the Petitioners that the Respondent had backed out of the transaction by doubting their ownership is not a convincing reason as the Fard Bay obtained by the Petitioners established their ownership. Accordingly, it was concluded that all necessary steps for execution of the Agreement were taken by the Respondent and it were the Petitioners who failed to perform their part of the Agreement. 7. Learned counsel for the Petitioners contend ed that the Courts below failed to appreciate that the Respondent lacked financial capacity to complete the transaction and thus, resiled from the transaction on the very next day of the Agreement. This fact is se lf-evident as th e Respondent did not deposit the remaining sale consideration within the time stipulated by the Court and in paragraph No. 3 of his application seeking extension of time, he conceded that deposit of remaining sale consideration till 24.09.2019 in its entirety is not possible as the amount of balance sale consideration is huge and despite hectic efforts, he could not arrange the said amount. This admission undermines the Respondent’s claim of readiness and willingness to perform his part of the Agreement. Notwithstanding the same, the Agreement was merely in the nature of a token receipt signed by only one of the two vendors and no final agreement to sell had been executed as the Respon dent revoked the Agreement the following day, particularly , when Rs. 1,800,000 /- as promised in the Agreement was not paid . Therefore, the Respondent could not claim the decree for specific performance and at best , could only claim the earnest money which the Petitioners were ready to return on the following day but the Respondent did not come to receive the same and instead chose to institute a belated claim for specific performance. Hence, the impugned Judgments and Decrees are liable to be set aside. 8. Conversely, learned counsel for the Respondent submit ted that concurrent findings of fact have been recorded by the Courts below, establishing the existence of a valid transaction and the Respondent’s continuous readiness and willingness to perform his par t of the Agreement. It was argued that the remaining sale consideration was deposited within the time extended by the Court and that the Respondent always possessed the requisite financial capacity to complete the transaction . Therefore, there is no occasi on 5 C. R. No. 17032 / 2025
to interfere in the impugned Judgments and Decrees in exercise of revisional jurisdiction. 9. Arguments heard. Record perused. 10. Record demonstrates that the dispute inter se the parties revolves around the Agreement (Ex. P-1) which is admitted betw een the Parties. The Agreement demonstrates preliminary modalities regarding the sale transaction , scrutiny whereof, is imperative to understand its validity and enforceability in terms of a complete sale transaction. It is drawn on a simple piece of paper and does not carry any stamps. It relates to a property measuring 04 Marlas triple storey situated at Jinnah Park but no complete, definite and certain particulars are mentioned. It identifies the Petitioners and the Respondent as owners and buyer of the suit property, respectively , lists total sale consideration of Rs. 20,500,000/ - and acknowledges receipt of Rs. 200,000/ - as token money with express stipulations for further payment of Rs. 1,800,000/- and execution of an agreement to sell on 25.06.2019. Time of execution of registered sale deed is vaguely stated as three months without any s pecific starting date. Conspicuously, the Agreement has been executed by only one of he vendors (Petitioner No. 1) with the Respondent in the presence of witnesses. Nothing was stated with respect to possession of the suit property. Therefore, status of the Agreement is in the nature of a preliminary sale arrangement that was required to be finalized through an agreement to sell determining and agreeing certain terms and conditions with respect to mutual rights and obligations of the parties. 11. There is no cavil to the proposition that even a token receipt which contains all the necessary ingredients essential to qualify it as valid and lawful contract is enforceable. In order to treat such a n arrangement as a contract, the Supreme Court of Pakistan in case titled, “ Sheikh Akhtar Aziz v. Mst. Shabnam Begum and others ” ( 2019 SCMR 524 ) listed following four basic components which must be spelt out from the documents without any ambiguity:- (i) Identity of seller and purchaser (ii) The amount of sale consideration (iii) Identity and accurate description of the property agreed to be sold. (iv) parties to the agreement to sell an immovable property are at consensus ad idem.
12. Applying the aforesaid principles to the facts of the case, it is noted that the Agreement surely falls short of stated requirements inasmuch as one of 6 C. R. No. 17032 / 2025
the Petitioner s as vendor did not execute the Agreement whose consent was required before execution of contemplated agreement to sell . Although the Agreement was owned by both the Petitioners yet definitive and accurate description of the suit property is not listed in the Agreement. Specific terms and conditions including the conclusive target date with respect to starting date had not been identified therein with consequences of default and mutual rights and obligations of the parties. The mode of payment regarding payment of further amount of Rs. 1, 800,000/- on 25.01.2019 as well as balance sale consideration were not spelled out. Most importantly, the Agreement was silent regarding possession of suit property. Although the Petitioners admitted the Agreement yet emphatically claimed that an agreement to sell did not materialize between the parties which ipso facto depicts that specific and material terms and conditions of the transaction were not agreed between the parties pursuant to the Agreement. They further claimed that on account of doubt with r espect to ownership of the Petitioners qua the suit property, the Respondent cancelled the transaction and claimed his earnest money of Rs. 200,000/- to which they responded that the same could be retrieved at any time and as such, the transaction stood ca ncelled and the Agreement stood revoked. The blank stamp paper (Ex. P-2), Challan Form (Ex. P- 3) for procurement of stamp paper for agreement to sell and Fard Bay are all dated 24.01.2019 i.e. the date following the Agreement which merely reflect the intention of the parties to finally agree to the contemplated transaction. A lthough the parties gathered in furtherance of agreed transaction yet it did not materialize between the parties as they were not at consensus and consequently, no agreement to sell as agreed in the Agreement being pre-requisite to the actual sale transaction came into existence. There is no evidence that the pay order and cross cheque stated to be tendered by the R espondent were received or got encashed by the Petitioners. The legal notice dated 07.03.2019 (Ex.P-7), receipt whereof was denied by the Petitioners , was conspicuously issued much beyond the admitted date of abandoning or revocation of the transaction on 24.01.2019, as per respective stances of the parties, without any explanation qua intervening period . The said legal notice itself proclaims that the alleged pay order as well as the cross cheque did not exchange hands between the parties. Hence, no complete sale transaction was in existence pursuant to the Agreement whose specific performance could be sought by either of the parties. It is imperative to succeed in a suit for specific performance of a contract that a valid and enforceable contract 7 C. R. No. 17032 / 2025
exists be tween the parties with specific terms and conditions that could be specifically performed in certain terms. As the Agreement is deficient in material aspects, the Respondent could not seek specific performa nce thereof, particularly, when specific performance is a discretionary relief and can be refused even if the terms of the transaction are established but the Court is not satisf ied to grant the relief either on merits or equity. 13. Conspicuously, the Trial Cour t directed the Respondent vide order dated 24.07.2019 to deposit the remaining sale consideration of Rs. 18,500,000/ - till 24.09.2019 by relying upon the contents of the plaint. However, the said amount was not deposited within the stipulated time. Rather, an application was moved on 24.09.2019 by the Respondent under Sections 148 & 151 of the Code of Civil Procedure, 1908 before the Trial Court seeking extension of time for deposit of remaining sale consideration which was allowed and eventually , the remaining sale consideration was deposited pursuant thereto on 06.02.2020. Paragraph No. 3 of the application for extension of time is relevant with respect to the requisite financial ability of the Respondent to pay the balance sale consideration which is reproduced as under:- ”یہ کہ چونکہ عدالت حضور نے رقم مذکورہ مورخہ 019.290.42 تک یکمشت عدالت حضور میں جمع کروانے کے احکامات صادر فرمائے ہیں جو کہ بہت بڑی رقم ہے جس کا انتظام کرنا قدرے مشکل ہے۔ نیک نیتی سے مذکورہ رقم جمع کروانے کی ازحد کوشش کی گئی ہے پھر بھی سائل / مدعی اس میں کامیاب نہ ہو سکا ہے۔“
14. It is obvious from the above admission that the Respondent did not have the financial ability to abide by the transaction agreed to in the Agreement in which prima facie time to complete the transaction was 03 months. If the said date is reckoned from 25.01.2019 as contemplated in the Agreement for execution of agreement to sell, the three months time would elapse on 24.04.2019, whereas, the Respondent did not have the requisite amounts even on 24.09.2019 when the application for extension of time was filed before the Trial Court. It is now well settled that in a suit for specific performance, the vendee has to demonstra te that not only he was continuously ready and willing to abide by the terms of the contract but also had requisite financial means to make complete payments to the vendor. Reliance is placed on case titled, “Mst. Noor Jehan and another v. Saleem Shahadat” (2022 SCMR 9018 ). It is also pertinent to mention that (Ex. P-10) is copy of the bank statement produced to demonstrate financial ability of the Respondent but the said statement is related to an account of one Khalid Farooq 8 C. R. No. 17032 / 2025
and as such , could not be pres ented to prove the financial ability of the Respondent. Therefore, notwithstanding that the entire sale consideration was paid by the Respondent within the extended time frame granted by the Court yet it is concluded that the Respondent did not have the financial means to complete the sale transaction on terms originally settled pursuant to the Agreement. 15. It follows from the above that neither any valid and enforceable Agreement regarding sale of the suit property had been executed between the parties in certain and specific terms wh ose specific performance could be sought from the Court nor the Respondent had the ability to pay the remaining sale consideration as originally contemplated by the parties in the Agreement. In these circumstances, relief of specific performance which is discretionary in nature could not have been granted to t he Respondent on the basis of sound principles of judicious propriety, fairness and equity. The entire sale consideration deposited by the Respondent remained with the Court and the Petitioners did not benefit from the same. However, the receipt of an amount of earnest money of Rs. 200,000/ - is admitted by the Petitioners which they are liable to return without any premium since they were willing to return the same to the Respondent from inception. Hence, the impugned Judgments are result of misreading and non-reading of record and thus, cannot be sustained. 16. In view of the above, this Civil Revision is accepted and in consequence thereof, the impugned Judgments and Decrees dated 07.11.2023 and 30.01.2025 passed by the Courts below are set aside. The Petitioners are directed to return the amount of earnest money of Rs. 200,000 /- to the Respondent through the Court within 30 days from the date of this judgment. No order as to costs.
Approved for reporting.
(Abid Hussain Chattha) Judge
Judge *WaqaR*