Karnataka High Court
Smt. Lalitha. B vs M/S. Bagmane Developers Private ... on 25 June, 2025
-1-
NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 25TH DAY OF JUNE, 2025
R
BEFORE
THE HON'BLE MR JUSTICE C.M. POONACHA
MISCELLANEOUS FIRST APPEAL NO. 7778 OF 2024 (CPC)
C/W
MISCELLANEOUS FIRST APPEAL NO. 7889 OF 2024 (CPC)
MISCELLANEOUS FIRST APPEAL NO. 7953 OF 2024 (CPC)
MISCELLANEOUS FIRST APPEAL NO. 7995 OF 2024 (CPC)
IN MFA No. 7778/2024
BETWEEN:
1. SMT. LALITHA. B
W/O LATE B E PRAKASH
AGED ABOUT 63 YEARS
2. SRI NAVEEN KUMAR B P
S/O LATE B E PRAKASH
AGED ABOUT 40 YEARS
3. SMT ASHRARANI B P
D/O LATE B E PRAKASH
AGED ABOUT 36 YEARS
Digitally signed
by NIRMALA ALL ARE R/AT NO.109, 4TH CROSS,
DEVI BYRASANDRA MAIN ROAD,
Location: HIGH C V RAMAN NAGAR POST
COURT OF BENGALURU-560093
KARNATAKA
...APPELLANTS
(BY SRI. R S RAVI, SENIOR COUNSEL FOR
SRI. SHIVARAJU M K, ADVOCATE)
AND:
1. M/S. BAGMANE DEVELOPERS PRIVATE LIMITED
A COMPANY INCORPORATED
UNDER THE COMPANIES ACT 1956
HAVING ITS REGISTERED OFFICE AT
LAKE VIEW BUILDING
NO.66/1-4 A BLOCK
-2-
NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
8TH FLOOR BAGMANE TECHNOLOGY PARK
C V RAMANAGAR
BENGALURU-560093
REPRESENTED BY ITS AUTHORISED SIGNATORY
AND GENERAL MANAGER
MR SHASHANK BAGMANE
2. MR SHASHANK BAGMANE
THE AUTHORISED SIGNATORY AND
GENERAL MANAGER
AGED ABOUT 35 YEARS
M/S BAGMANE DEVELOPERS PRIVATE LIMITED
AT LAKE VIEW BUILDING
NO.66/1-4 A BLOCK
8TH FLOOR, BAGMANE TECHNOLOGY PARK
C V RAMANAGAR BENGALURU-560093
3. D V RAMAKRISHNA
THE DIRECTOR
AGED ABOUT 52 YEARS
M/S BAGMANE DEVELOPERS PRIVATE LIMITED
AT LAKE VIEW BUILDING
NO.66/1-4 A BLOCK
8TH FLOOR, BAGMANE TECHNOLOGY PARK
C V RAMANAGAR
BENGALURU-560093
4. THE TAHSILDAR
BENGALURU EAST TALUK
MINI VIDHANA SOUDHA
KRISHNARAJA PURAM
BENGALURU
...RESPONDENTS
(BY SRI. BIPIN HEGDE, ADVOCATE FOR
SMT RAKSHITHA D J, ADVOCATE FOR C/R1)
THIS MFA IS FILED UNDER ORDER 43 RULE 1 OF CPC,
AGAINST THE ORDER DATED 05.09.2024 PASSED ON I.A. NO. 2 IN
O.S.NO. 7374/2023 ON THE FILE OF THE VI ADDITIONAL CITY CIVIL
AND SESSIONS JUDGE, BENGALURU CITY (CCCH.11), DISMISSING
THE I.A. NO.2 FILED UNDER ORDER XXXVIII RULES 1 AND 2 READ
WITH SECTION 151 OF CPC AND ETC.
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
IN MFA NO. 7889/2024
BETWEEN:
1. SMT. LALITHA. B
W/O LATE P E PRAKASH
AGED ABOUT 63 YEARS
2. SRI NAVEEN KUMAR B P
S/O LATE P E PRAKASH
AGED ABOUT 40 YEARS
3. SMT ASHARANI B P
D/O LATE P E PRAKASH
AGED ABOUT 36 YEARS
ALL ARE R/AT NO.109, 4TH CROSS,
BYRASANDRA MAIN ROAD,
C V RAMAN NAGAR POST
BENGALURU-560093
...APPELLANTS
(BY SRI. R S RAVI, SENIOR COUNSEL FOR
SRI. SHIVARAJU M K, ADVOCATE)
AND:
1. M/S. BAGMANE DEVELOPERS PRIVATE LIMITED
A COMPANY INCORPORATED
UNDER THE COMPANIES ACT 1956
HAVING ITS REGISTERED OFFICE
AT LAKE VIEW BUILDING NO.66/1-4
'A' BLOCK 8TH FLOOR,
BAGMANE TECHNOLOGY PARK
C V RAMANAGAR BENGALURU-560093
REPRESENTED BY ITS AUTHORISED SIGNATORY
AND GENERAL MANAGER
MR SHASHANK BAGMANE
2. MR SHASHANK BAGMANE
THE AUTHORISED SIGNATORY
AND GENERAL MANAGER
M/S BAGMANE DEVELOPERS
PRIVATE LIMITED AT LAKE VIEW BUILDING
NO.66/1-4, 'A' BLOCK 8TH FLOOR,
BAGMANE TECHNOLOGY PARK
-4-
NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
C V RAMANAGAR BENGALURU-560093
3. D V RAMAKRISHNA
THE DIRECTOR
M/S BAGMANE DEVELOPERS
PRIVATE LIMITED AT LAKE VIEW BUILDING
NO.66/1-4, A BLOCK 8TH FLOOR,
BAGMANE TECHNOLOGY PARK
C V RAMANAGAR BENGALURU-560093
4. THE TAHSILDAR
BENGALURU EAST TALUK
MINI VIDHANA SOUDHA
KRISHNARAJA PURAM
BENGALURU
...RESPONDENTS
(BY SRI. BIPIN HEGDE, ADVOCATE FOR
SMT. RAKSHITHA D J, ADVOCATE FOR C/R1)
THIS MFA IS FILED UNDER ORDER 43 RULE 1(r) OF CPC,
AGAINST THE ORDER DATED 05.09.2024 PASSED ON I.A. NO.1
IN O.S.NO.7374/2023 ON THE FILE OF THE VI ADDITIONAL CITY
CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCCH.11),
DISMISSING THE I.A. NO.1 FILED UNDER ORDER XXXVIII RULE 1
AND 2 READ WITH SECTION 151 OF CPC AND ETC.
IN MFA NO. 7953/2024
BETWEEN:
1. SMT. JAYAMMA. K
W/O LATE B.GOPALAPPA
AGED ABOUT 66 YEARS
2. SRI.DIVAKAR G.
S/O LATE B.GOPALAPPA
AGED ABOUT 41 YEARS
3. KUMARI DHARSHINI D.
D/O DIVAKAR G.
AGED ABOUT 12 YEARS
BEING MINOR, REPTD.
BY HER FATHER SRI. DIVAKAR G.
THE APPELLANT NO.2 HEREIN
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
4. MASTER RUCHITH D.
S/O DIVAKAR G.
AGED ABOUT 05 YEARS
BEING MINOR, REPTD. BY HIS FATHER
SRI. DIVAKAR G.,
THE APPELLANT NO.2 HEREIN.
5. SMT.DIVYA
W/O G.DIVAKAR
AGED ABOUT 38 YEARS
6. SMT.POORNIMA G.
D/O LATE B.GOPALAPPA
AGED ABOUT 43 YEARS
7. SMT.BHARATHI B.G.
D/O LATE B.GOPALAPPA
AGED ABOUT 40 YEARS
ALL ARE R/AT NO. 178/2, 7TH CROSS,
BYRASANDRA MAIN ROAD,
BENGALURU-560093.
...APPELLANTS
(BY SRI. R S RAVI, SENIOR COUNSEL FOR
SRI. SHIVARAJU M K, ADVOCATE)
AND:
1. M/S. BAGMANE DEVELOPERS PRIVATE LIMITED
A COMPANY INCORPORATED
UNDER THE COMPANIES ACT 1956,
HAVING ITS REGISTERED
OFFICE AT LAKE VIEW BUILDING,
NO.66/1-4, 'A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR, BENGALURU-560093.
REPRESENTED BY ITS AUTHORISED
SIGNATORY AND GENERAL MANAGER
MR.SHASHANK BAGMANE
2. MR.SHASHANK BAGMANE
THE AUTHORISED SIGNATORY AND
GENERAL MANAGER
M/S BAGMANE DEVELOPERS PRIVATE LIMITED
AT LAKE VIEW BUILDING,
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
NO.66/1-4, 'A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR,
BENGALURU-560093.
3. D.V.RAMAKRISHNA
THE DIRECTOR
M/S BAGMANE DEVELOPERS PRIVATE LIMITED
AT LAKE VIEW BUILDING,
NO.66/1-4, 'A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR, BENGALURU-560093.
4. THE TAHSILDAR
BENGALURU EAST TALUK,
MINI VIDHANA SOUDHA,
KRISHNARAJA PURAM, BENGALURU.
...RESPONDENTS
(BY SRI. BIPIN HEGDE, ADVOCATE FOR
SMT RAKSHITHA D J, ADVOCATE FOR C/R1)
THIS MFA IS FILED UNDER ORDER 43 RULE 1 OF CPC,
AGAINST THE ORDER DATED 05.09.2024 PASSED ON I.A. NO.1
IN O.S.NO. 7375/2023 ON THE FILE OF THE VI ADDITIONAL CITY
CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCCH.11),
DISMISSING THE I.A. NO.1 FILED UNDER ORDER XXXVIII RULE 1
AND 2 READ WITH SECTION 151 OF CPC AND ETC.
IN MFA NO. 7995/2024
BETWEEN:
1. SMT. JAYAMMA. K
W/O LATE B.GOPALAPPA
AGED ABOUT 66 YEARS
2. SRI.DIVAKAR G.
S/O LATE B.GOPALAPPA
AGED ABOUT 41 YEARS
3. KUMARI DHARSHINI D.
D/O DIVAKAR G.
AGED ABOUT 12 YEARS
BEING MINOR, REPTD. BY HER FATHER
SRI. DIVAKAR G.
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
THE APPELLANT NO.2 HEREIN
4. MASTER RUCHITHD.
S/O DIVAKAR G.
AGED ABOUT 05 YEARS
BEING MINOR, REPTD. BY HIS FATHER
SRI. DIVAKAR G.,
THE APPELLANT NO.2 HEREIN
5. SMT.DIVYA
W/O G.DIVAKAR
AGED ABOUT 38 YEARS
6. SMT.POORNIMA G.
D/O LATE B.GOPALAPPA
AGED ABOUT 43 YEARS
7. SMT.BHARATHI B.G.
D/O LATE B.GOPALAPPA
AGED 40 YEARS
R/AT NO.178/2, 7TH CROSS,
BYRASANDRA MAIN ROAD,
BENGALURU-560093
...APPELLANTS
(BY SRI. R S RAVI, SENIOR COUNSEL FOR
SRI. SHIVARAJU M K, ADVOCATE)
AND:
1. M/S. BAGMANE DEVELOPERS PRIVATE LIMITED
A COMPANY INCORPORATED
UNDER THE COMPANIES ACT 1956,
HAVING ITS REGISTERED
OFFICE AT LAKE VIEW BUILDING,
NO.66/1-4, 'A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR, BENGALURU-560093.
REPRESENTED BY ITS AUTHORISED SIGNATORY
AND GENERAL MANAGER
MR.SHASHANK BAGMANE
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
2. MR.SHASHANK BAGMANE
THE AUTHORIZED SIGNATORY AND
GENERAL MANAGER
M/S BAGMANE DEVELOPERS
PRIVATE LIMITED
AT LAKE VIEW BUILDING,
NO.66/1-4, A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR,
BENGALURU-560093
3. D.V.RAMAKRISHNA
THE DIRECTOR
M/S BAGMANE DEVELOPERS
PRIVATE LIMITED
AT LAKE VIEW BUILDING, NO.66/1-4,
'A' BLOCK, 8TH FLOOR,
BAGMANE TECHNOLOGY PARK,
C.V. RAMANAGAR,
BENGALURU-560093
4. THE TAHSILDAR
BENGALURU EAST TALUK,
MINI VIDHANA SOUDHA,
KRISHNARAJA PURAM,
BENGALURU
...RESPONDENTS
(BY SRI. BIPIN HEGDE, ADVOCATE FOR
SMT. RAKSHITHA D J, ADVOCATE FOR C/R1)
THIS MFA IS FILED UNDER ORDER 43 RULE 1(r) OF CPC,
AGAINST THE ORDER DATED 05.09.2024 PASSED ON I.A. NO. 2
IN O.S.NO. 7375/2023 ON THE FILE OF THE VI ADDITIONAL CITY
CIVIL AND SESSIONS JUDGE, BENGALURU CITY (CCCH.11),
DISMISSING THE I.A. NO.2 FILED UNDER ORDER XXXVIII RULE 1
AND 2 READ WITH SECTION 151 OF CPC AND ETC.
THESE APPEALS, COMING ON FOR ADMISSION, THIS DAY,
JUDGMENT WAS DELIVERED THEREIN AS UNDER:
CORAM: HON'BLE MR JUSTICE C.M. POONACHA
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NC: 2025:KHC:22351
MFA No. 7778 of 2024
C/W MFA No. 7889 of 2024
MFA No. 7953 of 2024
HC-KAR AND 1 OTHER
ORAL JUDGMENT
MFA Nos.7953/2024 and 7995/2024 are filed by the
plaintiffs calling in question the order dated 5.9.2024 passed in
OS No.7375/2023 by the VI Additional City Civil and Sessions
Judge (CCH-11), Bengaluru1, whereunder IA Nos.1 and 2 filed
by them were dismissed. MFA No.7889/2024 and 7778/2024
are filed by the plaintiffs calling in question the order dated
5.9.2024 passed in OS No.7374/2023 by the Trial Court
challenging the dismissal of IA Nos.1 and 2 filed by them in the
said suit.
2. In both the suits the plaintiffs/appellants are
claiming their respective 1/7th share each in Sy.No.54/3 (earlier
part of Sy.No.54), which measures 2 acres situated at
Byrasandra Hobli, K.R.Puram Taluk, Bengaluru2 and for other
reliefs. The defendants in all the suits are the same. The
relevant factual matrix in the suits is also similar and hence,
the above appeals are taken up together for consideration.
3. The parties will be referred to as per their ranking
before the Trial Court for the sake of convenience.
Hereinafter referred to as 'Trial Court'
Hereinafter referred to as 'suit property'
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HC-KAR AND 1 OTHER
4. The factual matrix in a nutshell leading to the
present appeals are that one Jayamma and her children
instituted OS No.7375/2023 for a declaration that the plaintiffs
are having 1/7th undivided right, title and interest in the suit
schedule 'A' property as also for a declaration that the
Agreement of Sale dated 27.7.2021 and irrevocable General
Power of Attorney3 dated 27.7.2021 executed in favour of
defendant No.1 are null and void and for the other reliefs. One
Lalitha and her children instituted OS No.7374/2023 for a
declaration that they have undivided 1/7th right in the suit
schedule 'A' property and for similar reliefs as sought in OS
No.7375/2023.
5. It is the case of the plaintiffs in both the suits that
they have undivided 1/7th share in the suit schedule 'A'
property and being in need of financial accommodation by way
of loan, were introduced to defendant Nos.1 and 2, who
extended the financial assistance as required by the plaintiffs,
on certain conditions. Accordingly, the plaintiffs executed
Agreements of Sale dated 27.7.2021 and irrevocable GPAs
dated 27.7.2021. Vide the said Agreements of Sale, it was
Hereinafter referred to as 'irrevocable GPA'
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HC-KAR AND 1 OTHER
agreed that the total sale consideration for the property of the
plaintiffs was `4,56,57,000/- and that the entire sale
consideration was paid by the purchaser/defendant No.1 and
received by the plaintiffs on the said date. Under the
irrevocable GPAs, the plaintiffs authorized defendant No.1 to
act on their behalf. That a suit for partition and separate
possession in OS No.1710/2008 was pending consideration,
wherein the plaintiffs were parties and that defendant Nos.1 to
3 had misrepresented the plaintiffs that they would take care of
the suit in OS No.1710/2008. That the plaintiffs learnt that the
defendants have got the said suit withdrawn by filing an
application Under Order XXIII Rule 1 of the Code of Civil
Procedure, 19084. Further, the plaintiffs approached the
defendants to enable repayment of the loan amount or to
exercise the other option of purchasing the suit property by
paying the entire sale consideration which was the market
value of the property. However, the defendants did not respond
to the same. That the plaintiffs learnt that defendant Nos.1 to
3 have paid a total sum of `18,75,00,000/- to another co-
sharer, who had equivalent 1/7th share as that of the plaintiffs
Hereinafter referred to as 'CPC'
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HC-KAR AND 1 OTHER
in the suit schedule 'A' property. Hence, the plaintiffs issued
legal notices dated 18.8.2023 and 29.8.2023 and terminated
the Agreements of Sale and irrevocable GPAs. Hence, the
plaintiffs filed the suits seeking for appropriate reliefs.
6. The defendants entered appearance in the suits and
contested the case of the plaintiffs by filing their written
statements. It is the specific case of the defendants that they
have entered into Agreements of Sale and irrevocable GPAs for
the consideration being the value of the plaintiffs' share of the
suit property and that the entire consideration was paid as on
the date of the said agreements. That acting on the GPAs,
defendant No.1 has got registered the Sale Deed/s dated
24.8.2023. That the termination of irrevocable GPAs by the
plaintiffs is unilateral and that the plaintiffs have sought for
payment of higher amount towards sale consideration since a
higher amount was paid by defendant No.2 towards other co-
sharers, who are similarly situated to the plaintiffs. That the
purchase of the property by defendant No.1 of the other co-
sharers was two years after the Agreements of Sale and GPAs
were executed by the plaintiffs and in both the said documents
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HC-KAR AND 1 OTHER
defendant No.1 has paid the market value of the property as on
the respective dates.
7. Along with the suits, the plaintiffs filed IA.No.1
under Order XXXIX Rules 1 and 2 of the CPC seeking for an
order of Temporary Injunction to restrain defendant Nos.1 to 3
from interfering with the peaceful possession and enjoyment of
the property of the plaintiffs. The plaintiffs also filed IA.No.2
under Order XXXIX Rules 1 and 2 seeking for an order of
Temporary Injunction to restrain defendant Nos.1 and 3 from
alienating or encumbering the property of the plaintiffs. The
plaintiffs also filed IA.No.3 to restrain defendant No.4 -
Tahsildar from mutating katha in favour of defendant No.1 in
respect of the property of the plaintiffs. Defendant No.1 filed
his objections to the said applications. The Trial Court by
orders dated 5.9.2024 dismissed the applications. Being
aggrieved, the present appeals have been filed by the plaintiffs
challenging the dismissal of IA.Nos.1 and 2 filed in both the
suits.
8. Learned Senior Counsel Sri R.S.Ravi appearing
along with learned counsel Sri Shivaraju M.K, for the
appellants/plaintiffs would vehemently contend that the
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HC-KAR AND 1 OTHER
plaintiffs had entered into the Agreements of Sale and
irrevocable GPAs with defendant No.1 only as a loan transaction
and that defendant No.1 did not have the power to withdraw
the suit in OS No.1710/2008. That the plaintiffs had no
intention to sell the property when they executed Agreements
of Sale and irrevocable GPAs and were ready to repay the
amounts that they received under the said documents. That as
on the date of the Agreements of Sale, the market value of the
property was more than `18.00 crores and there was no reason
for the plaintiffs to agree to receive of a consideration, much
lesser than the market value of the suit property. That
admittedly, neither under the Agreements of Sale nor under the
irrevocable GPAs, possession of the property of the plaintiffs
had been handed over to defendant No.1 and hence, the
plaintiffs continued to be in possession of the suit property.
That although, the Sale Deeds are shown to have been
executed on 24.8.2023, the same were registered only on
20.10.2023. That prior to the said Sale Deeds dated
24.8.2023, the plaintiffs having issued the legal/termination
notices dated 18.8.2023 and 29.8.2023, which have been
served on defendant No.1, no right has accrued to defendant
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HC-KAR AND 1 OTHER
No.1 by virtue of the Sale Deeds dated 24.8.2023. That
challenging the withdrawal of OS No.1710/2008, the plaintiffs
have filed RP No.20/2025 on 14.7.2025, which is subsequent to
the passing of the impugned orders by the Trial Court. Hence,
it is submitted that the Trial Court erred in rejecting the
applications filed by the plaintiffs and sought for allowing of the
above appeals and granting of the reliefs.
9. Per contra, learned counsel Sri Bipin Hegde along
with learned counsel Smt.Rakshitha D.J, for defendant No.1
would contend that under the Agreements of Sale and
irrevocable GPAs, the entire sale consideration agreed between
the parties has been paid, which has been admittedly received
by the plaintiffs. That defendant No.1 had entered into similar
Agreements of Sale and irrevocable GPAs with all the other co-
sharers of the property bearing Sy.No.54/3 and defendant No.1
has settled all the parties to the suit in OS No.1710/2008. That
both the legal/termination notices dated 18.8.2023 and
29.8.2023 have been replied by defendant No.1 vide reply
dated 7.9.2023, wherein it was specifically asserted that the
irrevocable GPAs could not have been unilaterally
terminated/cancelled. That by virtue of Section 202 of the
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HC-KAR AND 1 OTHER
Indian Contract Act, 18715, an irrevocable GPA is not liable to
be unilaterally terminated. That the plaintiffs have not
produced any documents to demonstrate the case put forth by
them that the transaction between the parties is a loan
transaction. That by virtue of the Sale Deeds dated 24.8.2023,
defendant No.1 is in possession of the entire extent of the
property including the property of the plaintiffs. That the Trial
Court having recorded a finding that the plaintiffs have failed to
make out a prima facie case, the said finding ought not to be
interfered with by this Court in the present appeals.
10. Both the learned counsels have relied upon various
material on record as well as clauses of the agreements
executed between the parties as also various citations, which
shall be referred, to the extent that they are required for
consideration of the issue that is required to be adjudicated in
the present appeals.
11. The submissions of both the learned counsels have
been considered and the material on record has been perused.
The question that arises for consideration is, whether the Trial
Hereinafter referred to as 'Contract Act'
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HC-KAR AND 1 OTHER
Court was justified in rejecting IA.Nos.1 and 2 filed by the
plaintiffs?
12. The essential factual matrix is undisputed,
inasmuch as that the plaintiffs have 1/7th undivided right, title
and interest each in property bearing Sy.No.54/3, which
measures 2 acres. That the plaintiffs have executed
Agreements of Sale dated 27.7.2021 agreeing to sell their
respective properties for a total sale consideration of
`4,56,57,000/- each in favour of defendant No.1 and that they
have received the entire sale consideration from defendant
No.1 as on the date of the said agreements. It is further
undisputed that the plaintiffs have also executed irrevocable
GPAs dated 27.7.2021 in favour of defendant No.1. It is
further a matter of record that the plaintiffs have issued
legal/termination notices dated 18.8.2023 and 29.8.2023
terminating the Agreements of Sale dated 27.7.2021 and
irrevocable GPAs dated 27.7.2021. That defendant No.1 by
reply notice dated 7.9.2023 has replied to the said legal notices
dated 18.8.2023 and 29.8.2023.
13. At this juncture, it is relevant to note that in
Agreements of Sale dated 27.7.2021, the pendency of OS
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HC-KAR AND 1 OTHER
No.1710/2008 is mentioned, as also the fact that the entire
sale consideration of `4,56,57,000/- has been received.
Clauses (3), (4)(c), (5) and (6) of the said Agreements of Sale
are relevant and they are as under:
"3.Pending Litigation:
The Vendors have represented that except for O.S.
2942/2005 and O.S.1710/08 pending before the City
Civil Court, Bangalore, RFA number 1204 of 2017
pending before High Court there are no other
proceedings or claims pending with respect to the
Schedule Property ('Pending Litigation') and the
Schedule Property is free from all encumbrances/charge,
etc. In this regard, the Vendors and Purchaser have
jointly undertaken to settle/resolve the Pending
Litigation. The Purchaser being aware of the Pendency of
the aforesaid cases and the consequence thereof has
agreed to purchase the Seclude B property upon the
aforesaid cases being settled / resolved.
4. Representations and Warranties by the Vendors
The Vendors represent and warrant to the Purchaser as
follows:
(c) Entire sale consideration has been paid to the
Vendors as full and final settlement with respect to the
conveyance of the Schedule B Property and the Vendors
have no claims of whatsoever nature against the
Purchaser with respect to the conveyance of the
Schedule B Property.
5. Irrevocable General Power of Attorney:
The Vendors have contemporaneous with the execution
of this Agreement have executed an irrevocable General
Power of Attorney in favour of the Purchaser
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HC-KAR AND 1 OTHER
(hereinafter referred to as "Attorney") and have
authorized the Attorney, inter-alia, to do acts and deeds
to fully and effectually convey the Schedule B Property
on the terms the Purchaser may deem fit.
6. Specific Performance:
a) The Purchaser shall be entitled to specifically enforce
the performance of the obligations of the Vendors under
this Agreement and exercise other rights under law.
b) The Vendors shall not be entitled to terminate this
Agreement as they have received the entire Sale
Consideration from the Purchaser."
(emphasis supplied)
14. Clauses (2), (3), (14) and (15) of the irrevocable
GPA are relevant and read as under:
"2) To sell/convey/alienate or in any manner transfer
the Schedule B Property in favor of the Purchaser or its
assignees or nominees or any other person/persons the
Attorney may deem appropriate. To receive such sale
consideration as the Attorney may deem appropriate
and acknowledge receipt of such consideration by issue
of receipt or such other documents;
3) To sign, execute and register, Agreement for Sale,
Sale Deeds, Deeds of conveyance, transfer, lease,
assignment, etc. in favour of itself or its assignees or
nominees or any other person/ persons the Attorney
may deem fit; and also execute deeds of ratification,
rectification, cancellation, amendment, supplementary
deeds, etc. in respect of the Schedule B Property (or any
part thereof);
14) To file or initiate any proceedings (both civil and
criminal) against any third party/ies before any court of
law, forums, tribunal, arbitrator/s, arbitration tribunal,
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quasi-judicial authority, government authorities,
government boards, etc., in connection with any of the
matters, disputes and litigations pertaining to the
Schedule B Property;
15. To sign, verify and execute on behalf of Principals:
plaints, written statements, counter claims, petitions,
appeals, review petitions, applications, affidavits, power
of attorney and papers of every description that may be
necessary to be signed, verified and executed by the
Principals for the purpose of any matters or proceedings
pertaining to the Schedule B Property, before any court
of law, forums, tribunals, arbitrator/s, arbitration
tribunal, quasi-judicial authority, government
authorities, government boards, etc;
xxxx
THE PRINCIPALS HEREBY ACKNOWLEDGE AND IT IS
HEREBY MADE CLEAR that this Irrevocable-Power of
Attorney is coupled with interest and the powers and
authorities hereby granted to the Attorney are
irrevocable."
(emphasis supplied)
15. It is clear from the aforementioned that, the GPA is
irrevocable and coupled with interest.
16. Section 202 of the Contract Act reads as under:
"202. Termination of agency, where agent has an
interest in subject-matter.--Where the agent has
himself an interest in the property which forms the
subject-matter of the agency, the agency cannot, in the
absence of an express contract, be terminated to the
prejudice of such interest."
(emphasis supplied)
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17. It is the assertion of defendant No.1 that acting on
the said irrevocable GPAs, Sale Deeds dated 24.8.2023 have
been executed, which has been registered on 20.10.2023.
While it is the vehement contention on behalf of the appellants
that the plaintiffs have not handed over possession of the
property to defendant No.1, it is relevant to note here that the
subject matter under the Agreements of Sale is 1/7th undivided
title and interest of the plaintiffs in Sy.No.54/3. The
defendants assert absolute right, title and interest in respect of
the property of the plaintiffs by virtue of the Sale Deeds dated
24.8.2023.
18. With regard to the registration of the Sale Deeds,
learned counsel for the appellants/plaintiffs, referring to the
date of the Sale Deeds as also the date of the registration of
the Sale Deeds, would attempt to point out certain
inconsistencies. However, learned counsel for respondent
No.1/defendant No.1 would contend that a Sale Deed is valid
for four months, during which period it could be registered, and
refers to the provisions of the Registration Act, 1908 in that
regard. However, the said aspect of the matter is not required
to be adjudicated upon while considering the present appeals
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since the primary aspect that is required to be considered is as
to whether the irrevocable GPAs executed by the plaintiffs in
favour of respondent No.1/defendant No.1 could be unilaterally
terminated by the plaintiffs.
19. It is also the assertion of defendant No.1 that it has
entered into similar Agreements of Sale and irrevocable GPAs
with respect to all the co-sharers of Sy.No.54/3 as also has
entered into Deed of Confirmation dated 27.7.2021 with
respect to an extent of 1 acre 22 guntas in Sy.No.54/2 which is
contiguous with Sy.No.54/3. It is relevant to note here that in
OS No.1710/2008, suit item No.1 property is Sy.No.54/3
measuring 2 acres and suit item No.2 property is Sy.No.54/2
measuring 1 acre 22 guntas. It is placed on record that
defendant No.1 acting pursuant to the irrevocable GPA
executed by the co-sharers, has filed IA.No.23 in OS
No.1710/2008 under Order XXIII Rule 1(1) read with Section
151 seeking permission to withdraw the suit and the Trial Court
vide order dated 20.3.2023 has allowed IA.No.23 and
dismissed the suit as withdrawn.
20. It is sought to be contended by defendant No.1 that
having entered into Agreements of Sale and irrevocable GPAs
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with all the co-sharers of the property in Sy.No.54/2 and 54/3
and after settling all the litigations between the parties, which
is the subject matter in OS No.1710/2008, defendant No.1 is
now in absolute possession of the entire extent of the property
in both the survey numbers i.e., 54/2 and 54/3.
21. It is forthcoming that the Trial Court while
considering IA.Nos.1 and 2 in both the suits has recorded a
finding that revocation of the GPAs by the plaintiffs is
impermissible and contrary to Section 202 of the Contract Act.
The Trial Court has further, noticed the contentions put forth by
defendant No.1 and has recorded a finding that prima facie the
plaintiffs are not in possession of the suit property and that
defendant No.1 is the owner of the suit property and is in
possession of the same. The Trial Court, also recorded a
finding that no steps have been taken by the plaintiffs being
aggrieved by the withdrawal of the suit in OS No.1710/2008.
At this juncture, it is pointed out on behalf of the appellants
that RP No.20/2025 has been filed in the month of June 2025
and the next date of hearing in the said review petition is
14.7.2025.
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22. The Hon'ble Supreme Court in the case of Seth
Loon Karan Sethiya v. Ivan E.John & Ors.,6 was considering
the following question:
"1) Whether the power of attorney in question is a
power coupled with interest; if it is so, whether the same
is revocable?"
22.1. In the said context, the Hon'ble Supreme
Court held as follows:
"There is hardly any doubt that the power given by the
appellant in favour of the bank is a power coupled with
interest. That is clear both from the tenor of the
document as well as from its terms. Section 202 of the
Contract Act provides that where the agent has himself an
interest in the property which forms the subject-matter of
the agency, the agency cannot, in the absence of an
express contract, be terminated to the prejudice of such
interest. It is settled law that where the agency is created
for valuable consideration and authority is given to
effectuate a security or to secure interest of the agent,
the authority cannot be revoked. The document itself says
that the power given to the bank is irrevocable."
(emphasis supplied)
23. A coordinate Bench of this Court in the case of
Meenakshi & Ors., v. Pandurang Bhimrao Laxmeshwar &
Ors.,7 has held as follows:
1968 SCC OnLine 252
Order dated 9.10.2023 passed in WP No.103965/2023
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"18. If an agreement is entered into on a sufficient
consideration whereby an authority is given for the
purpose of securing some benefit to the donee of the
authority, the authority is irrevocable on the ground that
it is coupled with an interest.
20. Where agency is created for valuable consideration,
an authority is given to effectuate the security or to
secure the interest of the agent, the authority cannot be
revoked."
(emphasis supplied)
24. At this juncture, it would also be relevant to notice
the judgment rendered by a coordinate Bench of the Madras
High Court in the case of Anantha Pillai v. Rathnasabapathy
Mudaliar8, whereunder the manner of consideration of a Power
of Attorney has been enumerated. The relevant portion of the
said judgment reads as under:
"The general principles regarding the construction of a
power-of-attorney are well-settled. Powers -of-attorney
must be strictly construed as giving only such authority as
they confer expressly or by necessary implication. Where
an act purporting to be done under the power-of-attorney
is challenged as being in excess of the power, it is
necessary to show that on a fair construction of the whole
instrument the authority in question is to be found within
the four corners of the instrument either by express
terms or by necessary implication. Some of the principles
governing the construction of a power-of-attorney are :
(1) the operative part of the deed is controlled by the
recitals; (2) where an authority is given to do particular
acts, followed by general words, the general words are
restricted to what is necessary for the performance of the
Judgment dated 26.3.1968 passed in S.A.No.407/1965
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particular acts; (3) the general words do not confer
general powers but are limited to the purpose for which
the authority is given and are construed as enlarging the
special powers only when necessary for that purpose; (4)
a power-of-attorney is construed so as to include all
medium powers necessary for its effective execution."
(emphasis supplied)
25. It is clear from a plain reading of Section 202 of the
Contract Act and the dicta as laid down, noticed above that, the
irrevocable GPA coupled with interest cannot be unilaterally
terminated.
26. In the present case, as noticed above, the GPA
itself is styled as an "irrevocable General Power of Attorney".
It is also mentioned therein that the same is coupled with
interest. Further, it is relevant to note that the entire sale
consideration has been paid by the defendant No.1, which is
duly acknowledged by the plaintiffs. Also, defendant No.1
acting on the said GPA has done various acts including
resolving the pending litigation and filing a compromise petition
in OS No.1710/2008. The said aspect should also be construed
from the perspective that it is the contention of defendant No.1
that all the owners of the suit property have been settled
vis-à-vis the right, title and interest of the respective owners of
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the suit property and similar Agreements of Sale and
irrevocable GPAs have been executed by them in favour of
defendant No.1. Having regard to the same, it would not be
open to the plaintiffs to unilaterally terminate the said GPA by
issuance of the legal/termination notices dated 18.8.2023 and
29.8.2023.
27. With regard to the contention put forth on behalf of
the appellants that the plaintiffs have not handed over
possession of the properties owned by them under the
Agreements of Sale and irrevocable GPAs, it is pertinent to note
here that the properties of the plaintiffs that were the subject
matter of the Agreements of Sale and irrevocable GPAs were
undivided 1/7th shares in Sy.No.54/3. It is forthcoming from
the record that defendant No.1 has entered into appropriate
agreements, whereunder absolute right, title and interest has
been purchased from all the co-sharers of Sy.Nos.54/3 and
54/2.
28. The Trial Court has recorded a finding that the
plaintiffs have failed to make out a prima facie case for grant of
relief as sought for.
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29. It is settled law that the Appellate Court ought not
to interfere in a discretionary order passed by the Trial Court
unless the discretion exercised is shown to have been done
arbitrarily, capriciously or perversely or where the Court has
ignored the settled principles of law regulating grant or refusal
of interlocutory injunctions. As long as the discretion exercised
by the Trial Court is reasonable and in a judicial manner,
interference with the same is not warranted. [See. (1) Mohd.
Mehtab Khan and others V. Khushnuma Ibrahim Khan
and others9. (2) Lakshminarasimhiah and others Vs.
Yalakki Gowda10.]
30. In view of the discussion made above, the
appellants have failed in demonstrating that the order passed
by the Trial Court is, in any manner erroneous and liable to be
interfered with by this Court in the present appeals.
31. Hence, the question framed for consideration is
answered in the affirmative. The appeals are dismissed as
being devoid of merit.
32. The observations made by the Trial Court in the
impugned orders dated 5.9.2024 as well as by this Court in the
(2013) 9 SCC 221
1965(1) MysLJ 370
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above appeals are only for the purpose of consideration of the
interim applications and the Trial Court shall adjudicate upon
the suit, uninfluenced by any observations made.
Sd/-
(C.M. POONACHA)
JUDGE
ND
