Agreements to Sell: Specific Performance and Proof of Readiness

A purchaser pays an advance under an agreement to purchase property. Before the conveyance is executed, the seller seeks a higher price or alleges that the purchaser failed to make the balance payment on time. The purchaser may seek specific performance, while the seller argues that damages or forfeiture are the only remedies. The dispute is decided by the actual terms and conduct of the parties, the character of the property and the applicable law of specific relief. A receipt alone rarely establishes the entire transaction.

Identify the enforceable bargain

The agreement should identify the parties, property, consideration, balance amount, payment milestones and date and place of completion. Land descriptions must be capable of connection to title and revenue or registration records. A clause subject to later negotiation on essential terms may raise a different issue from a final bargain awaiting registration. Where the seller acts through an attorney or representative, the scope and continuing validity of authority require scrutiny. An agreement to sell is not the same instrument as a registered conveyance transferring title.

The purchaser's readiness and willingness

A claimant seeking specific performance may need to establish continuous readiness and willingness to perform the obligations required of that party. Evidence can include available funds, notices calling for execution, bank arrangements and attendance at the registrar or other agreed place. Mere verbal assertions that the balance was always available may be insufficient when contradicted by conduct. The seller's own failures, such as defective title or failure to produce documents, are also relevant to the allocation of responsibility for non-completion.

Title defects and third-party interests

Before litigation or completion, the purchaser should obtain a reliable title chain, encumbrance information and confirmation of existing possession. If the property is jointly owned, an individual vendor may lack power to convey the whole parcel. A later sale to a third party raises issues requiring attention to that person's status, knowledge and the relevant legal protections. The pleading must identify all necessary parties and avoid assuming that a favourable decree automatically cures defects in ownership.

Interim relief and contractual forfeiture

An application to restrain further alienation requires the ordinary tests for temporary injunction and a legally supportable basis. It should not be treated as automatic upon filing a specific-performance suit. The contract's earnest-money or forfeiture provision must also be analysed under the law governing compensation and penalties. If the parties materially revised dates or accepted delayed payments, the resulting correspondence may affect the asserted default. A written extension is preferable to years of uncertain informal assurances.

Drafting for enforceable completion

A transaction should specify delivery of title documents, tax and stamp duties, possession, registration costs and remedies for delay or defect. Escrow or staged payments can reduce exposure. If a title issue cannot be resolved by the completion date, the agreement should provide an intelligible mechanism for extension or exit. Parties should maintain receipts and notices in a coherent file. Litigation conducted without the original bargain and payment evidence is vulnerable even where the equities appear favourable.

Points to establish from the record

• Identifiable title and property description
• authenticated sale agreement and authority
• balance-payment capability and notices
• encumbrances and third-party conveyances
• limitation and specific-relief requirements

Practical conclusion

Specific performance is a legal remedy, not an automatic consequence of paying an advance. A purchaser improves the position by documenting readiness, verifying title and preserving communications that show exactly why completion failed.

Legal materials and official sources

The governing text and any later amendments or notifications should be checked against the transaction date and the authority with jurisdiction.

• Pakistan Code — federal laws ↗