Property rights of title holder after Sale agreement has expired

Dear Sir,
Such sale agreement is valid only for three years and now it is expired. You need not return the advance paid by him.

Dear Client,
In the absence of a forfeiture clause in the Sale Agreement with respect to the money taken from the buyer even if you file a civil suit for specific performance against the buyer for breach of contract, his right to claim back his earnest money from the seller shall not be waived outrightly. Moreover, the agreement to sale registered in September 2020 states that the transaction has to be completed within 5 months of signing the Sale Agreement and the remaining amount to be paid before execution of the Sale deed by March 2021. The limitation for filing a suit for specific performance, as per Article 54 of the Schedule to the Limitation Act, 1963 is 3 years from the date fixed for performance. So, when as per the Sale Agreement the Sale deed is required to be executed by March 2021, the right of both parties to the agreement to file suit for specific performance against each other is now barred by limitation. The limitation provided under Article 24 of the Schedule to the Limitation Act, 1963, for filing a suit for recovery of money is also three years which makes the claim of the buyer barred by limitation. But, as per Section 22 of the Limitation Act, where there is a continuing breach of contract or a continuous tort, a fresh period of limitation begins to run at every moment during which the breach continues. Accordingly, both the buyer and the seller can file a suit for money recovery and specific performance on the grounds of continuing breach of contract. However, once the buyer moves the Competent Court seeking an Injunction Order under Order 39 Rule 1 & 2 of CPC read with Section 151 of CPC praying the Court to exercise its inherent power to do justice and the Court allows the petition of the buyer, no construction is permissible on the suit property till the vacation of injunction orders.

Dear Client,


The sale agreement clearly mentions that the transaction had to be completed within five months (by March 2021), and the clause states that time is the essence of the contract.
Since the buyer failed to complete the sale within the stipulated time, they are in breach of the contract.
If you have proof of communication (emails, letters, or other documents) showing that the buyer delayed or tried to renegotiate terms, this will further support your position that the buyer breached the contract.

According to the sale agreement, you are entitled to specific performance or damages due to the breach.
You can file a counterclaim in court if the buyer sues you, stating that the buyer breached the contract by failing to complete the sale within the agreed time.
Collect and present any documentation of the buyer asking for a reduction in price or delaying the process, as this can serve as evidence of their breach.

Since there is no forfeiture clause in the sale agreement, you need to handle the advance payment amount carefully. The buyer may ask for the money back, but you have the right to withhold the amount if the buyer is in breach.

You could argue that the amount paid was part of the contractual agreement, and due to the buyer’s breach, they are not entitled to a refund unless the court orders it.

In some cases, courts may order the refund of the advance, but you could seek compensation for damages or loss of potential sales due to the breach.

Possibility of Injunction or Stay:
The buyer could potentially seek a stay or injunction against the property to prevent its sale or any construction.
However, since the buyer is in breach of contract, you can oppose such a request by showing that the buyer did not fulfil their obligations.
If the buyer seeks a stay, you can file a caveat in the court, informing the court that you anticipate a legal dispute, which would give you prior notice and an opportunity to respond before any injunction is granted.

If the buyer takes you to court, you can argue that the buyer is in breach of contract for failing to complete the sale within the agreed time. You are willing to enforce the contract or seek damages for the breach. The buyer’s request for a refund is invalid because the sale agreement does not contain a refund clause in case of breach.

You can file a counterclaim for damages or seek specific performance of the contract, forcing the buyer to either complete the sale at the original agreed price or lose the amount paid.


Since the buyer is in breach and no longer holds any legal claim to the property (as the sale was not completed within the time frame), you have the right to proceed with construction or any other actions on the property.

Verify that there are no existing stay orders on the property (from any previous legal proceedings).
If you anticipate the buyer filing for a stay or injunction, consider filing a caveat to prevent any unexpected legal orders.

If you want to proceed with the sale as per the original terms, you can file a suit for specific performance to compel the buyer to pay the remaining amount and complete the sale.
If the sale is no longer viable, you can sue for damages due to the buyer's breach, including loss of potential market value or delays in selling the property.
If the buyer initiates legal proceedings, be prepared to respond with evidence that the buyer breached the contract and that they are not entitled to a refund or claim over the property.

You are in a strong position since the buyer has breached the contract. You can either enforce the sale, seek damages, or retain the advance payment.


Regards