“The condition of right to repurchase in a sales deed will not be personal to the vendor unless the terms in the documents specifically state so,” says Supreme Court

The Supreme Court bench including Justice Rajesh Bindal and Justice Abhay S. Oka while hearing the Indira Devi vs. Veena Gupta & Ors. addressed an issue of “whether the vendor can assign the right contained in a sale deed to get the property registered back or the right being personal cannot be assigned.” The bench stated that “the condition of right to repurchase in a sales deed will not be personal to the vendor unless the terms in the documents specifically state so.” The Supreme Court further observed that the right to purchase can always be assigned and the contract that includes such a clause shall be enforceable. In 1977, Kishori Lal Sahu and his son executes a conditional sale deed in favor of Indira Devi, daughter of Kaleshwar Prashad Singh. In the sale deed, it was mentioned that the vendors were in dire need of money, hence, with the consent of family members, a conditional sale deed was executed in favor of the vendee for a total sale consideration of Rs. 5000. The condition was that the vendors return the full consideration amount to the vendee by July 1984, the vendee would return the property by means of a registered sale deed at the cost of the vendors. In case, the vendors fail to pay the consideration money within the stipulated time, the vendee will become the exclusive owner of the property. Till then the vendee would not deal with the property in any manner whatsoever.

In 1983, a gift deed was executed by the late Kishori Lal Sahu where he transferred the property to Veena Gupta (daughter-in-law) with the provision that she could repurchase the property from Indira Devi. The issue arose when a considerable amount was attempted to be returned by the vendor to Indira Devi which she refused to accept. In response, a civil suit was filed by Veena Gupta seeking performance of the sale seed. The trial Court dismissed the suit whereas the High Court reversed the decision. The matter was then presented before the Supreme Court. The top Court ordered “The condition of right to repurchase in sale deed will not be personal to the vendor unless the terms in the documents specifically state so. Such a right can always be assigned and the contract containing such a condition shall be enforceable. The only exception being that such a right should not be personal in nature. The assignment of obligations in a document is not possible without the consent of the other party. No implied prohibition of transfer or assignment can be inferred in a document. The benefit of a contract is assignable in cases where it does not make any difference to the person on whom the obligations lie, to which of two persons he is to discharge.”

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