Specific Performance: What to Do When a Seller Won't Complete a Sale
Where a seller refuses to complete after an agreement to sell, the buyer's remedy is a suit for specific performance under the Specific Relief Act, 1877 — but the buyer must plead and prove continuous readiness and willingness to perform, and act quickly.
An agreement to sell is signed, part payment is made, and then the seller stops answering — usually because prices have risen or a better offer has appeared. The buyer's instinct is to demand the money back. Often the better remedy is to compel the sale itself.
Why damages are usually inadequate for land
Specific performance is a discretionary equitable remedy, granted where compensation in money would not adequately meet the case. Immovable property is the classic example: courts recognise that one plot is not interchangeable with another, and that returning the buyer's deposit does not put them in the position the contract promised — particularly in a rising market where the same money no longer buys the same thing.
The statutory basis
The remedy sits in the Specific Relief Act, 1877. In a property context the suit is typically framed for specific performance of the agreement to sell, with consequential relief — a declaration, possession, and permanent injunction — and, where a subsequent transfer has occurred, cancellation of that instrument.
The contract itself must be one the court can enforce: sufficiently certain in its terms, supported by consideration, and not void or voidable. An agreement that leaves essential terms unsettled — the property inadequately described, the price or payment schedule vague — invites the defence that there was no concluded contract to enforce.
Readiness and willingness: the case-deciding issue
This is where most specific performance suits are actually won or lost. The plaintiff must plead and prove that they have been, and remain, ready and willing to perform their part of the contract — and this must be continuous, from the date of the agreement through to the decree.
It is not enough to say so in the plaint. Courts look for evidence:
- Proof that the balance consideration was available — bank statements, arrangements for finance, funds actually set aside
- A record of the buyer tendering or offering the balance, and the seller refusing or avoiding
- Written communication — legal notice calling on the seller to complete, with proof of dispatch and delivery
- Attendance at the sub-registrar's office on an agreed date, documented
A buyer who did nothing for months while the seller stalled, and who cannot show funds were available throughout, gives the court a straightforward reason to refuse a discretionary remedy.
Move fast, and protect the property
Two applications matter at the outset. First, an interim injunction restraining the seller from alienating, transferring or creating third-party interests in the property pending the suit — the tests for which are covered in our page on interim injunctions in Pakistan. Second, ensuring the pendency of the suit is reflected in the relevant records, so that a subsequent purchaser cannot credibly claim to have bought without notice.
Without these, the seller may transfer to a third party during the litigation, and the case becomes considerably more complicated.
Where the seller has already sold to someone else
The subsequent purchaser becomes a necessary party. The key question is whether they are a bona fide purchaser for value without notice of the earlier agreement. If they had notice — actual or constructive, including from the earlier buyer being in possession — the earlier agreement can generally be enforced against them and the subsequent sale deed cancelled.
Where the subsequent purchaser genuinely had no notice and has completed, specific performance may be refused and the buyer left to damages against the original seller. That outcome is precisely what the injunction and notice steps above are designed to prevent.
Defences sellers raise
- The buyer was not ready and willing — the most common, and most effective
- No concluded contract — the document was an agreement to agree, or essential terms were unsettled
- The agreement was obtained by fraud, coercion or misrepresentation
- Time was of the essence and the buyer defaulted. Whether time was of the essence in a land contract depends on the terms and conditions, and courts do not assume it merely from a date being stated
- Hardship — a discretionary consideration, occasionally successful where enforcement would be genuinely oppressive
- Limitation
Limitation
Suits for specific performance are governed by the Limitation Act, 1908, and the period runs from the date fixed for performance or, where none is fixed, from when the plaintiff had notice that performance was refused. That second limb matters: a clear refusal starts the clock, and a buyer who treats a refusal as an ongoing negotiation can lose the remedy while still believing the matter is live.
Practical evidence
Keep the original agreement, all payment receipts and banking records, every written communication with the seller, evidence of possession if any was delivered, and a documented record of every attempt to complete. Where a legal notice is sent, retain proof of dispatch and delivery — that document frequently becomes the pivot of the readiness-and-willingness finding.
Before purchasing at all, the checks described in our page on property fraud and fraudulent transfers in Karachi avoid a substantial share of these disputes entirely.
Common questions
What is the most important thing to prove in a specific performance suit?
Continuous readiness and willingness to perform, from the date of the agreement through to the decree. It is not enough to say so in the plaint — courts look for evidence that the balance consideration was available, that the buyer tendered or offered it, written legal notice with proof of delivery, and attendance at the sub-registrar's office on an agreed date.
The seller has already sold the property to someone else. Is it too late?
Not necessarily. The subsequent purchaser becomes a necessary party, and the key question is whether they are a bona fide purchaser for value without notice of the earlier agreement. If they had notice — actual or constructive, including from the earlier buyer being in possession — the earlier agreement can generally be enforced and the subsequent sale deed cancelled.
How quickly must I act?
Quickly. An interim injunction restraining the seller from alienating the property should be sought at the outset, and limitation runs from the date fixed for performance or, where none is fixed, from when you had notice that performance was refused. A clear refusal starts the clock, so treating a refusal as an ongoing negotiation can cost the remedy.
Official sources
This article is general information about Pakistani law and procedure, not legal advice for any specific matter. If this touches on something you're currently facing, get in touch and we'll advise on your facts directly.