Revocation of gpa coupled with interest

Rajeshmohan (Querist) 11 April 2014 This query is : Resolved
Sir, I have paid the entire sale consideration of the Agricultural Lands to the Owner during June, 2008. He entered with un-registered Sale Agreement and on receipt of the entire amount Affidavit signed acknowledging the entire amount and also confirmed not to deal with the property and keep me indemnified. GPA was registered in my Son's favour for registration of the Sale Deed at my discretion and mentioned about GPA in the Affidavit and Sale Agreement also. All the relevant Original Title Deeds and Possession was given to me. Due to some unforeseen circumstances and below reasons, the Sale Deed is not registered till date. The Owner issued a letter on 13-1-2012 with his intention to retain these lands and ready to negotiate the present offer, because he applied for approval of his project including these lands in his application without my knowledge. On 23-7-2013 he transferred voluntarily a token advance to my account without my knowledge. Having he sent the token advance without my consent/negotiation, I have returned this money vide my cheque which he is not presented till date. All of a sudden I found that the Owner cancelled the GPA by revocation deed and transferred the property in his company name without intimating me. I understood that he cancelled in view of the Sale Agreement is barred by limitation. But When I have paid the entire consideration and performed my contract and obtained the GPA in favour of my son and perhaps when the GPA is coupled with interest, can he cancel the GPA and sell the property to somebody. I have paid more than 5 crores towards agreed full consideration.
What is the remedy and how to take action against him.

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Advocate Ravinder (Expert) 12 April 2014
When you have paid total sale consideration and obtained registered GPA in your sons favour, the owner cannot cancel the deal abruptly. You can file a civil suit against him for specific performance of your agreement. As these open lands disputes are very complicated my advice is to appoint an experienced lawyer. If you have any further doubts you can contact me 7893011777 or ravinder2345@gmail.com.

T. Kalaiselvan, Advocate (Expert) 13 April 2014
Though the sale agreement is barred by limitation, the registered GPA deed cannot be cancelled just like that without the knowledge of the power agent, you may initiate appropriate legal action against the principal.

Dr J C Vashista (Expert) 13 April 2014
Issue legal notice through your lawyer for execution of documents in your favour.
However, please clarify when the vendor has executed a registered GPA in favour of your son (whether authority for sale is included in the terms and conditions of GPA or not? is to be found out from the document). Produce the document of GPA before your lawyer.

ABDUL RAZIQUE (Expert) 13 April 2014
i appreciate the views of experts, nothing more to add.

Ahmed Daud Girach (Expert) 13 April 2014
Paid full consideration in June 2008.Executed unregistered sale agreement.Agreed not to deal with the property and indemnified you . GPA signed in your sons favor to sign sale deed AT YOUR DISCRETION. MENTION OF GPA WAS MADE IN AGREEMENT TO SALE AND AFFIDAVIT ALSO. ALL THE TITLE DEEDS AND POSSESSION GIVEN TO YOU. Sale deed was not registered.( why when full consideration was paid?).Owner issued a letter to retain possession on 13-1-2012 and to negotiate the present
offer as he had applied for some project He sent 13-7-2013 you advance in your account without your consent .You returned it by cheque which was not accepted. All of a sudden(how all of a sudden the process had started right from Jan 2012).
When you are accepting the agreement barred by limitation then what is the legal value of it?as to be considered in detail.WHAT IS YOUR REMEDY AND LINE OF ACTION.
FIRST OF THE FIRST I SCOLD YOU WHEN CONSIDERATION WAS FULLY PAID WHAT WAS THE REASON YOU AVOIDED EXECUTION OF FINAL SALE DEED.YOU ARE YOUR SELF RESPONSIBLE FOR THE EPISODE.AS NORMAL HUMAN TENDENCY YOU WAITED FOR BETTER OFFER SO THAT YOU CAN DIRECTLY SELL ON GPA.WHICH THAT FELLOW TOOK ADVANTAGE OF YOUR DELAY.YOU HAVE COMPLICATED THE MATTER.NOW LINE OF ACTION
1. SEND NOTICE BY REGISTERED POST ad TO YOUR SELLER, THAT PURCHSER,YOUR PANCHAYAT TALATI/PATWARI, DY MAMLATDAR/TEHSILDAAR REVENUE AND REGISTRAR MENTIONING THE FACTS AND STOP REGISTRING THE SALE DEED OF THAT PURCHASER.
2. FIEE CIVILSUIT OF COMPETENT JURISDICTION TO DELARE THE SALE VOID AND IF POSSIBLE FILE FIR IF YOU ARE ABLE TO PROVE CHEATING AND FROUD.3.IMMEDIATELY GIVE NEWS PAPER ADVERTISEMENT REGARDING FAKE SELL.AND IF THAT IS A COMPANY REGISTERED UNDER COMPANY LAW GIVE COPY OF NOTICE TO REGISTRAR OF companies OF THAT AREA HIGHLIGHTING FRAUD.
IF YOU WILL TAKE THESE STEPS IMMEDIATELY IT IS POSSIBLE THAT YOU MAY SUCCEED ACT SPEEDILY.WISH YOU ALL THE BEST.

Rajeshmohan (Querist) 15 April 2014
Sir,
Thank you for your kind suggestions. Property situated at Trichy but all the transactions, Agreement, GPA Registration, Affidavit all mentioned as Chennai Jurisdiction. Both myself and Seller are residing at Chennai. In such case where to file a suit for specific performance whether in Chennai or in Trichy . I prefer Chennai. Can you suggest a best and competent Senior Advocate to solve my problem and help me.

ajay sethi (Expert) 15 April 2014
contact MR Arunagiri from LCI . he is from Chennai .

Rajeshmohan (Querist) 15 April 2014
Dr. vashishtaji,

The GPA is included for sale. Affidavit confirming that the property will be registered in favour of purchaser of to his nominee at his discretion.

Dear Ahmed Daud Giriach,

Without my knowledge, he included the lands sold to me and its survey numbers in the application he made for approvals before the government authorities. Only I know when showed interest to buyback these lands at the present market price only on 13-1-2012. He did not come for negotiation and straightaway cancelled the GPA and transferred these land by sale deed to his company name in which he and his wife are only the directors. Please suggest some advocate name who can take up my case with assurances. Property situated at Trichy. Documents referred the jurisdiction at Chennai. Can i file the complaint/Specific performance at Chennai

with regards

Advocate. Arunagiri (Expert) 15 April 2014
Mr.Rajesh Mohan.

Indian Contract Act
Section 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.

You can file a Writ Petition challenging the cancellation of the GPA Unilaterally.

The Madras High Court Full Bench had ordered that the cancellation deed unilaterally is illegal and quashed that.

This decision will apply to your case also.

Advocate. Arunagiri (Expert) 15 April 2014
Thank you learned brother Mr.Ajay Sethi for referring me. My home town is Trichy.

I will extend my professional support to the author if he is interested.

Anirudh (Expert) 15 April 2014
Dear Sirs,
My whatever little knowledge of law is getting a violent jolt. Whether any writ can lie in respect of the contract between two individuals? It would be highly educative if Mr. Arunagiri could make available the complete citation (including title of the case) of the Madras High Court's Full Bench decision.

Anirudh (Expert) 19 April 2014
Dear Sirs,
My whatever little knowledge of law is getting a violent jolt. Whether any writ can lie in respect of the contract between two individuals? It would be highly educative if Mr. Arunagiri could make available the complete citation (including title of the case) of the Madras High Court's Full Bench decision.

Advocate. Arunagiri (Expert) 19 April 2014
Mr.Anirudh,

I am happy to see your post seeking clarification on my reply.

The contract may be between two individuals, but the cancelation deed of the GPA (coupled with Interest) was registered by the Sub Registrar. The Registrar has no power to register any document which is against Public Policy.

Please See:- Registration Act. S. 22A. Documents registration of which is opposed to public policy:

So, we have add the Registrar as party to the Writ,
I will reproduce the exact prayer of the Writ petition which I have recently filed.
"Therefore, it is prayed that this Hon’ble Court may be pleased to issue a writ of Certiorarified Mandamus or any other appropriate writ or order or directions, to call for the records, Cancellation Deed Document No.__________ of 2011 on the file of the Joint-I Sub Registrar Office, Saidapet, Chennai South, 3rd Respondent herein and quash the same and consequently direct the 3rd Respondent to delete the entries that reflects the aforesaid document from the 'A' Register maintained by the 3rd Respondent herein and pass such other orders or direction as this Hon’ble Court may deem fit and proper in the circumstances of the case and thus render justice."

The Hon’ble High Court also granted Interim stay, the prayer is as follows :-
"Hon’ble Court may be pleased to stay further proceedings based on the Cancellation Deed Document No.1535 of 2011 dated 01.03.2011 which was registered in Joint-I Sub Registrar Office, Saidapet, Chennai South, 3rd Respondent herein, pending disposal of the above writ petition and thus render justice."

I am not able to attach any file. If you want I can you that to your email id.

Anirudh (Expert) 19 April 2014
Dear Mr. Arunagiri,

Thanks for your input.

You said that The Madras High Court Full Bench had ordered that the cancellation deed unilaterally is illegal and quashed that.

I am really interested in understanding the legal position on this.

You can either give the citation of the case (if reported), or the particulars of the case No. and title and the date of the decision, so that I can locate it from High Court Website (as I presume the order will be so lengthy that it will be difficult for you to paste the same here.)

Regards.

Advocate. Arunagiri (Expert) 19 April 2014
Mr.Anirudh,

You can get this full text either through Indian kannoon or through the Madras High Court Website.

http://indiankanoon.org/doc/1120139/

M/S.Latif Estate Line India Ltd vs Mrs. Hadeeja Ammal on 11 February, 2011
W.A. NO. 592 OF 2009 & W.A. No.938 of 2009
Common Judgement

Anirudh (Expert) 19 April 2014
Dear Mr. Arunagiri,

Thanks for the pains that you took to make available the citation. Thank you very much.

But, I must point out that since the Sale Deed/conveyance Deed is an indenture (i.e. signed by two parties) after having executed and registered, the same cannot be cancelled by a single party unilaterally. This is understandable.

However, the issue raised by Mr. Rajeshmohan the querist is not about unilateral cancellation of sale deed/conveyance deed, but about cancellation of the Registered Power of Attorney especially where the power of attorney has interest in the same.

So, the full bench decision made available by you cannot be applied and in fact has no application to the query raised by Mr. Rajeshmohan.

Thank you once again and Regards.

Dr J C Vashista (Expert) 20 April 2014
I agree with Mr. Anirudh since the GPA was very much in vogue when the Sale Deed/ Conveyance Deed was executed and registered by the Sub-Registrar, as per the author.

The Cancellation Deed executed and registered after execution and registration of Sale Deed/ Conveyance Deed has hardly any affect/ bearing on the registration of subject Sale Deed/ Conveyance Deed and the ration of judgment in the citation made available by the expert Sh. Arunagiri may not be applicable in the instant case.

As stated by the author the "Property situated at Trichy. Documents referred the jurisdiction at Chennai." therefore, the case is to be adjudicated by the Courts at Trichy and not Chennai.

Advocate. Arunagiri (Expert) 20 April 2014
The Madras High Court judgment analysis the following:-
1. If there are two parties to the deed, that deed cannot be cancelled unilaterally by any one of the party.
2. Any document which is against Public Policy
3. Any document where in the party has no interest / lost interest / transferred the interest.
In the case of GPA coupled with Interest, both the parties will sign the document at the time of registration. Consideration is fully paid; the possession was also handed over to the Agent. So, the principal cannot cancel the GPA unilaterally.

Seth Loon Karan Sethiya vs Ivan E.John and Ors. on 25 April, 1968
Supreme Court in its oldest judgment had clearly stated that:-
8. 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.

Anirudh (Expert) 20 April 2014
Thanks Mr. Arunagiri.

But, the GPA cannot be revoked not because it has been signed by two parties (in fact GAP is a Deed Pool i.e. signed only by the grantor and not by any other person) but because it was coupled with interest. Naturally in such circumstances Sec. 202 of the Contract Act squarely comes into play.

Madras HC Judgment is limited to only those cases where there are two parties to the Deed.

Thanks once again.

Advocate. Arunagiri (Expert) 21 April 2014
Mr.Anirudh,

I am happy that our discussion is going in the right direction. I should thank you for sharing your knowledge.

The Madras HC Judgement is referring to two parties to the deed. At the same time it also refers to the Public Policy
u/S.22A of the Registration Act.

22A. Documents registration of which is opposed to public policy.

A deed of cancellation will amount to rescission of contract and if the issue in
question is viewed from the application of Section 62 of Indian Contract Act, any rescission must be only
bilaterally

In Tamil Nadu the GPA has to signed by both the parties (Principal and Agent).

When a document is irrevocable, cancellation deed revoking the irrevocable GPA - Coupled with interest, is against public policy and also illegal.

The Registrar ought to reject that. If the Registrar is registering that cancellation document, it is illegal. So, a writ against the Registrar is maintainable.

As the property is situated in Trichy, writ is maintainable before the Madras High Court - Bench Madurai.

Ultimately the solution for this author is that the Registration of cancellation deed, by the Registrar, is illegal and can be set aside by a Writ.

Anirudh (Expert) 21 April 2014
Dear Mr. Arunagiri,
Thanks.
I feel really happy that after a long long time, on one issue, there is real technical analysis on a legal point.
Thanks for your understanding and cooperation.

Rajeshmohan (Querist) 23 April 2014
Dear Mr.Arunagiri,

I could not see your suggestions because all were entered in to my junk mails. I have got good information from you.

Sir, The consideration paid and received the possession and Original titled deeds from the party were all mentioned in the Sale Agreement and Affidavits in 2008. However, the GPA registered in 2008 in favour of my son were not mentioned about the consideration. It is clearly mentioned No consideration received for executing this power. However in the Affidavit and SA the party acknowledges the receipt of entire consideration and also mentioned that a GPA registered in the name my son. He further assured that he will not deal with the property and indemnify me in all respects. Another important thing that the GPA registered in 2008 when the Agent presence and signature was not required. Therefore, at the time of revocation, the Registrar might not have asked my presence. In this situation, will the Power comes as Coupled with Interest. Before I took some legal action, I want to confirm all the details. From your message, I understood that I can not file a suit in Chennai. Only at Trichy or Madurai. Some Advocates in Chennai telling that Specific Performance can be filed in Chennai because all the transactions were done in Chennai and Agreement, Affidavit executed at Chennai. Both the parties are residing at chennai and SA mentioned clearly that "all disputes at Chennai Jurisdiction" and cause of action (revocation of GPA) i arosed at chennai. But I understood since the property situated at Trichy, I must file the suit for specific performance at Trichy only. What about the Limitation period. Will it count from 2008 or from the date of Revocation of GPA or from the date of last communication received (dt.13-01-2012) or from the date of part payment made by him (26/7/2013) to retain the property for consideration as requested in his letter 13/01/2012 but not negotiated till date.

Rajeshmohan (Querist) 23 April 2014
Dear Mr. Anirudh,

(1) As you said the GPA was singed only by him because in 2008 Agent signature is not required.

(2) The Agent is my Son and unregistered sale agreement and Affidavit executed in my name, of course he acknowledges the full consideration and mentioned about the GPA executed in my sons name in the SA and Affidavit. original title deeds given to me and conveyed the possession in the Affidavit( however possession physically with him because surrounding lands belongs to him).

In the GPA it is clearly mentioned that consideration not received.

In this above situation, I wish to know whether the Power is Coupled with interest due to mentioning in the Agreement and Affidavit by the Party.

How to take action to get the possession. What bout the Limitation period and Jurisdiction…...

Advocate. Arunagiri (Expert) 23 April 2014
Mr.Rajmohan,

Your title of the query says
"Revocation of GPA coupled with interest"

In the query you have stated that you have paid the full consideration and after that you have obtained the GPA.

Now you say that it is mentioned in the GPA consideration not received.

1. If you have already paid the consideration, why you have mentioned in the GPA that the consideration not received.

2. You have got a unregistered sale agreement in 2008. You say that you have mentioned about the GPA in that sale agreement. It seems that only after the sale agreement you have paid the entire amount. If it so you have paid the money after obtaining the GPA, how come the GPA will become coupled with interest?

Rajeshmohan (Querist) 23 April 2014
Dear Mr.Arunagiri,

Sir, GPA executed in favour of my son for registration of sale deed and other common acts. The GPA executed in favour of my son only after he received the entire consideration from me vide SA and AAFIDAVIT in my favour. Therefore it is mentioned in GPA that he has not received any consideration from the Agent.

I wish to submit the payment details. On7/5/2008 unregistered sale agreement in my favour on which date I have paid 1.70 crores as against the total consideration of 1.75 crores. In the SA it is clearly mentioned that GPA shall be executed in favour of my son Rajesh on receipt of the balance consideration amount. Accordingly after receiving the balance 5 lakshs he registered GPA in favour of my son on 30/05/2008. On 12/6/2008 he signed an Affidavit acknowledging the entire consideration, handing over title deeds, handing over possession to me. He specifically mentioned in the Affidavit "having received the entire sale consideration amount, we hereby undertake not to charge, lien or enter into any agreement or other document with respect to the schedule property and promise to keep you harmless and indemnified against all costs, expenses, damages, claims, suits ..... we have executed aGPA in favour of xxxxx as Doc.Noxxxx to enable you to get the registration of sale deed at your discretion. We have no further claim against schedule property sold and conveyed to you.
ON 13-1-12 he issued a letter etc .......(mentioned earlier)
Based on the dates mentioned above you may kindly inform wether power coupled with interest or not, limitation, jurisdiction etc. can you give an appointment to meet you in person since you are in Chennai, please inform. With regards. Mohan

T. Kalaiselvan, Advocate (Expert) 23 April 2014
Experts Mr. Arunagiri and Mr. Anirudh had a lengthy, informative and useful discussion on the deviated subject, was very happy to learn new things vide settled laws but the author's query still remains unsolved (?)(hence I mentioned it to be a deviated subject). Can learned advocate Mr. Arunagiri throw some light on it (?)My interest in it is to know your opinion on the subject which might help me tackle such issues in case of necessity, thus it is purely on academic interest for the present. Hope I have not taken liberty on you, if so, kindly apologize.

Revocation of gpa coupled with interest

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