Holding

The General Power of Attorney was not coupled with an interest and terminated on the principal's death, rendering the holder unable to validly execute a sale deed, and the High Court's judgment was affirmed.

Summary

The case involved a dispute over a plot of land originally owned by Muniyappa, who executed a General Power of Attorney (GPA) and an agreement to sell in favour of A. Saraswathi in 1986. After Muniyappa's death in 1997, Saraswathi, as GPA holder, executed a registered sale deed in 1998 transferring the property to her son, the appellant. The legal heirs of the original owner later sold the same property to the respondent, who subsequently gifted it to J. Manjula. The trial court upheld the respondent's possession and dismissed the appellant's claim, a decision affirmed by the High Court. The Supreme Court examined whether the GPA, even if termed "irrevocable," conferred any proprietary interest on the holder and whether it survived the principal's death. It held that the GPA was a general agency without an interest in the subject‑matter, terminated on the principal's death, and therefore could not validly effect a sale; the unregistered GPA and agreement to sell could not transfer title. The Court also ruled that a separate declaratory suit was unnecessary where the injunction suit already addressed the title issue. Consequently, the appeals were dismissed.

Issues considered

Whether the holder of a General Power of Attorney, together with an agreement to sell, had any right, title or interest in the property to execute a registered sale deed after the death of the principal.
Whether the respondent was obliged to challenge the validity of the GPA and agreement to sell and seek a declaration that the 1998 sale deed was invalid.
Whether a separate suit for declaration of title is required when a suit for injunction already addresses the title issue.

Legislation cited

Contract Act, 1872s. 201, s. 202
Registration Act, 1908s. 17, s. 49
Specific Relief Act, 1877
Transfer of Property Act, 1882s. 40, s. 54, s. 55

Headnote

Issue for Consideration Whether an agent by virtue of being a holder of the General Power of Attorney (‘GPA’) along with Agreement to Sell had any right, title or interest in the subject-matter of the agency, to execute a registered sale deed after the death of the principal; Whether to challenge the execution and validity of the GPA and the Agreement to Sell and seek a declaration that the registered sale deed invalid, non-est or illegal. Headnotes† Facts in brief: It is a dispute concerning title to immovable property, both appellants and respondents traced

Subjects

Power of AttorneyIrrevocable agencyAgency termination on deathRegistration of instrumentTransfer of immovable propertyTitle disputeInjunctionSpecific performance

Judgment

[2025] 2 S.C.R. 2035 : 2025 INSC 273

M.S. Ananthamurthy & Anr.
v.
J. Manjula
(Civil Appeal No(s). 3266-3267 of 2025)
27 February 2025
[J.B. Pardiwala* and R. Mahadevan, JJ.]

Issue for Consideration
Whether an agent by virtue of being a holder of the General Power
of Attorney (‘GPA’) along with Agreement to Sell had any right,
title or interest in the subject-matter of the agency, to execute
a registered sale deed after the death of the principal; Whether
it was obligatory for the Respondent to challenge the execution
and validity of the GPA and the Agreement to Sell and seek
a declaration that the registered sale deed invalid, non-est or
illegal.

Headnotes†
Facts in brief: It is a dispute concerning title to immovable
property, both appellants and respondents traced ownership through
separate transactional chains — The appellants asserted that the
original owner, executed a General Power of Attorney (GPA) and
an Agreement to Sell in favour of his agent, who subsequently, as
attorney-holder, sold the Suit Property via registered sale deed –
Conversely, the respondents claimed that following the original
owners’ death, his heirs rightfully sold the Suit Property.

Indian Contract Act 1872 – ss.201 and 202 – Whether mere use
of word ‘irrevocable’ in Power of Attorney (‘POA’) will make the
said POA an irrevocable POA — The Supreme Court held that
a document has to be construed as a whole to conclude that
the said POA is irrevocable POA — Mere mentioning of the
word ‘irrevocable’ does not make the instrument irrevocable,
moreover mere entitlement to remuneration or authority to sell
does not by itself confer such vested interest — The agency
must be expressly created to secure the agent’s proprietary
interest, which was not done in the present case:

* Author
2036 [2025] 2 S.C.R.

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Held: Contract of agency gets automatically terminated by death
of either of the parties — As soon as the executant of POA dies,
the right given to the agent comes to an end. Once the agency is
terminated, the agent cannot act on the basis of the power granted
to him under the GPA — When a Principal-Agent relationship
coupled with an interest in the subject matter of the agency, it
metamorphosizes to an irrevocable agency unless expressly
stated otherwise — It is not disputed that there is principal-agent
relationship in the present case — But mere mentioning of word
‘irrevocable’ and right to authority to sell in the said POA does not
make the POA irrevocable — A stray sentence here and there
cannot be picked out to construe a document — To understand
the tenor of the document and the intention of the parties, it has to
be read as a whole — It is a settled principle that the agency has
to be specifically meant to secure the agent’s benefit or interest,
in order to make the POA irrevocable, interest of the agent can
be inferred from the language of the document or from the course
of business between the principal and agent — The real intention
of the parties has to be construed by examining the totality of the
recitals in the document — If the POA is not coupled with interest,
no extraneous expression can make it irrevocable — In the present
case, it is evident from the tenor of POA that is not irrevocable as it
was not executed to effectuate security or to secure interest of the
agent, mere entitlement to remuneration or authority to sell does
not by itself confer such vested interest — The agency must be
expressly created to secure the agent’s proprietary interest thus, in
the case, the holder of POA could not be said to have an interest
in the subject-matter of the agency. [Paras 45, 46]

Registration Act – s.17 and s.49 – Compulsory registration of
instrument which transfers any interest:
Held: The combined reading of the POA and the agreement to
sell — Would mean that by executing the POA along with agreement
to sell, the holder had an interest in the immovable property — If
interest had been transferred by way of a written document, it
had to be compulsorily registered as per Section 17(1)(b) of the
Registration Act — In the instant case, the POA was not registered
thus, it would not be open for the POA holder to content that they
had a valid right, title and interest in the immovable property to
execute the registered sale deed in favour of another person.
[Paras 53-55]
[2025] 2 S.C.R. 2037

M.S. Ananthamurthy & Anr. v. J. Manjula

Whether it was obligatory for a party to challenge the execution
and validity of the General Power of Attorney and the Agreement
to Sell and to further pray that the registered sale deed is
invalid — Where title is foundational to possession, courts
are competent to determine ownership without necessitating
a separate declaratory action:
Held: Where a finding on title is necessary for granting an injunction
and has been substantially dealt with by the Trial Court in a suit
for injunction, a direct and specific prayer for a declaration of title
is not a necessity — Where a finding on an issue of title is not
necessary for deciding the question of possession and the grant of
an injunction, or where no issue on title has been framed to decide
a suit for injunction, any observation or decision on title would be
incidental and collateral and will not operate as res judicata — Thus,
it is not correct that the absence of a separate suit for declaration
or even a specific prayer to that effect will alter the legal position
of either party in the case. [Paras 58, 59]

Case Law Cited
Syed Abdul Khader v. Rami Reddy & Ors. [1979] 2 SCR 424 :
(1979) 2 SCC 601; State of Rajasthan v. Basant Nahata [2005]
Supp. 3 SCR 1 : (2005) 12 SCC 77; Timblo Irmaos Ltd., Margo v.
Jorge Anibal Matos Sequeira [1977] 2 SCR 451 : (1977) 3 SCC
474; Shyam Narayan Prasad v. Krishna Prasad & Ors. [2018] 5
SCR 36 : (2018) 7 SCC 646; Sajjadanashin Sayed MD. B.E. EDR.
(Dead) by LRs. v. Musa Dadabhai Ummer [2000] 1 SCR 1095 :
(2000) 3 SCC 350; Anathula Sudhakar v. P. Buchi Reddy (Dead)
by LRs. [2008] 5 SCR 331 : (2008) 4 SCC 594; Suraj Lamp &
Industries Pvt. Ltd. v. State of Haryana [2011] 11 SCR 848 : (2012)
1 SCC 656 — relied on.
Dalchand v. Seth Hazarimal & Ors., 1931 SCC OnLine MP 57;
Palani Vannan v. Krishnaswami Konar, 1945 SCC OnLine Mad
119; Shri Harbans Singh v. Smt. Shanti Devi, 1977 SCC OnLine
Del 102; Manubhai Prabhudas Patel v. Jayantilal Vadilal Shah, 2011
SCC OnLine Guj 7028; Channegowda & Anr. v. N.S. Vishwanath
& Ors., 2023 SCC OnLine Kar 153 — relied on.

List of Acts
Contract Act, 1872; Registration Act, 1908.
2038 [2025] 2 S.C.R.

Supreme Court Reports

List of Keywords
Registration of instrument when interest transferred; Deed of
conveyance; Claim for possession is dependent on issue of Title;
Agent’s interest in power of attorney; Irrevocable Power of Attorney.

Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No(s). 3266-3267
of 2025
From the Judgment and Order dated 16.10.2019 of the High Court
of Karnataka at Bengaluru in RFA Nos. 1317 and 1318 of 2014

Appearances for Parties
Adv. for the Appellants:
Ms. Farhat Jahan Rehmani.
Advs. for the Respondents:
Mahesh Thakur, Ranvijay Singh Chandel, Mrs. Geetanjali Bedi.

Judgment / Order of the Supreme Court

Judgment

J.B. Pardiwala, J.

For the convenience of exposition, this judgment is divided into the
following parts:-

INDEX*

A. FACTUAL MATRIX .................................................................... 3
B. IMPUGNED JUDGMENT .......................................................... 15
C. SUBMISSIONS ON BEHALF OF THE APPELLANT(S) .......... 21
D. SUBMISSIONS OF BEHALF OF THE RESPONDENT(S) ...... 24
E. ISSUES FOR CONSIDERATION .............................................. 26
F. ANALYSIS ................................................................................. 27
i. Relationship between the Executant and Holder of
General Power of Attorney ............................................. 28

* Ed. Note: Pagination as per the original Judgment.
[2025] 2 S.C.R. 2039

M.S. Ananthamurthy & Anr. v. J. Manjula

ii. Independent Reading of the General Power of Attorney
and the Agreement to Sell .............................................. 32
a. ‘Interest’ in Power of Attorney .................................. 32
b. Nature of Power of Attorney ..................................... 40
iii. Combined Reading of the General Power of Attorney
and the Agreement to Sell .............................................. 46
iv. Effect of Suit for Injunction simpliciter ........................ 54
G. CONCLUSION ........................................................................... 60

1. Leave granted.
2. Since the issues raised in both the captioned appeals are the same,
the parties are also same and the challenge is also the self-same,
hence those were taken up analogously and are being disposed of
by this common judgment and order.
3. These appeals have been filed before this Court from the judgment
and order passed by the High Court of Karnataka at Bengaluru
dated 16.10.2019 in R.F.A. No. 1318/2014 c/w R.F.A. No. 1317/2014
(“impugned judgment”) whereby the High Court dismissed the appeals
and affirmed the common judgment and decree dated 21.06.2014
passed in O.S. No. 133/2007 and O.S. No. 4045/2008 by the Court
of VIII Additional City Civil & Sessions Judge at Bengaluru City.

A. FACTUAL MATRIX
4. The description of the parties before this Court, the High Court and
before the Trial Court is tabulated as follows:-

Before This Before the High Before the Remarks
Court Court Trial Court
Muniyappa - - Original Owner
A. Saraswathi - - Holder of POA
Appellants Petitioners Plaintiff in Defendant in suit
O.S. No. instituted by the
4045/2008 respondent no. 9
Respondent Nos. Respondent Nos. Defendant Legal heirs of
1-6 1-6 Nos. 1-6 original owner
2040 [2025] 2 S.C.R.

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Respondent No. Respondent No. 7 Defendant Purchaser
7 No. 7
Respondent No. Respondent Nos. Defendant Purchaser
8 8-10 No. 8
Respondent No. Respondent No. Plaintiff in Defendant
9/Answering 11 O.S. No. no. 9 in suit
Respondent 133/2007 instituted by the
appellants/Gift
Deed Holder

Appellant no. 2 was represented by his general power of attorney
holder i.e., appellant no. 1, for the purposes of the appeal before
the High Court and this Court.
5. The dispute arises from a common claim put forward by the appellants
and the answering respondent on property bearing Site No. 10, out
of Sy. No. 55/1, situated at Chunchaghatta Village, Uttarahalli Hobli,
Bangalore South Taluk (hereinafter referred to as “Suit Property”).
The Suit Property originally formed part of 1 acre 8 guntas of land
situated in Chunchaghatta Village, Uttarahalli Hobli, Bangalore South
Taluka within the revenue limits of Konanakunte Gram Panchayat
owned by late Muniyappa @ Ruttappa (hereinafter referred to as
“original owner”). The original owner developed the said land in
the form of individual plots and sold those plots for consideration to
various person. The Suit Property is one of those plots.
6. It is the case of the appellants that on 04.04.1986, the Suit Property
was sold by the original owner one A. Saraswathi (hereinafter
referred to as “holder”) for total sale consideration of Rs.10, 250/-
by executing an irrevocable power of attorney (hereinafter referred
to as “POA”) and an unregistered agreement to sell. The contents
of the said POA and agreement to sell are extracted hereinbelow:-
“GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT, I,
Muniyappa urf Ruttappa Son of Ragallappa, Major, residing
at Vajarahalli village, Uttarahalli Hobli, Bangalore South
Taluk do hereby appoint, nominate and constitute Smt.
A. Saraswathi W/O M. S. Anantha Murthy, residing at
No. 155, 5th Cross, Wilsongarden, Bangalore - 560 027 as
[2025] 2 S.C.R. 2041

M.S. Ananthamurthy & Anr. v. J. Manjula

my General Power of Attorney holder to do the following
acts, deeds and things on my behalf that is to say:
1) To look after, maintain, manage the Schedule Property
in the best manner as my attorney deems fit.
2) To enter into any type of agreements in respect of
the Schedule property with any person for any amount,
receive advance amount, issue proper receipts, apply to
the competent authority seeking permission to execute
any type of deeds, in favour of any persons, and to
execute such deeds in favour of such persons, receive
full consideration amount, issue proper discharge thereof,
sign all deeds, forms etc., etc.,
3) To apply for transfer of Khata and to pay all future taxes
and to receive proper receipts.
4) To apply for sanctioned plan for construction of any type
of building on the property and to construct such building,
utilise the same as my attorney deems fit and to get all
profits therefrom.
5) To represent me in respect of the Schedule property in all
Government offices, BDA, BWSSB, KEB, Corporation etc.,
etc., apply for any type of documents, receive the same,
and approach BDA for reconvey of Schedule property, to
pay all betterment charges and to do all connected things.
6) In case of complications to sue such matters in proper
courts, of law by engaging the service of advocates or
advocate, sign all forms, vakalath, suits, petitions, etc,
produce any documents in court, take any documents
from the court, give evidence, obtain decree, execute the
sale or enter into compromise.
7) The Schedule property is in my peaceful possession
and enjoyment thereof as absolute owner thereof.
8) My Attorney is ge11erally entitled to do all such acts,
deeds and things, in respect of the Schedule property,
which are not specifically written hereunder and I do hereby
agree to ratify confirm all such acts, deeds and things
done by my attorney as the acts, deeds and things done
by me in person and this G.P.A. is irrevocable in nature.
2042 [2025] 2 S.C.R.

Supreme Court Reports

SCHEDULE
Site No. 10, out of Sy. No. 55/1, situated at Chunchaghatta
Village, Uttarahalli Hobli, Bangalore South Taluk, measuring
East to West 30 feet and North to South (40-6” + 42-3”)/2
feet and bounded as follows:-
East by: Property No. 11
West by: Property No. 9
North by: Road &
South by: Private Property
In witnesses whereof I the executant above named signed
this General Power of Attorney on this 4th day of April
1986 at Bangalore.
Identified by me
Executant
Execution admitted before me
S.B. Chandrasekhar
Bangalore Metropolitan Area
Notary
Bangalore
Date: 4-4-1986
SALE AGREEMENT
This Deed of Sale Agreement is made on this 4th day of
April, 1986 at Bangalore and executed by Sri. Muniyappa
urf Ruttappa, Son of Ragallappa, residing at Chunchaghatta
village, Uttarahalli Hobli, Bangalore South Taluk hereinafter
called the “VENDOR” (which term shall mean and include
all his heirs, executors, administrators and assignees)
of the one part and in favour of Srimathi. A. Saraswathi
W/O, Ananthamurthy, residing at No. 155, 5th Cross,
Wilson Garden, Bangalore-560 027 hereinafter called
the “PURCHASER” (which term shall mean and include
all heirs, executors, administrators and assignees) of the
other part witnesseth as follows:~
[2025] 2 S.C.R. 2043

M.S. Ananthamurthy & Anr. v. J. Manjula

WHEREAS the Vendor is the absolute owner in peaceful
possession and enjoyment of the Schedule Property more
fully described in the Schedule hereunder.
And whereas the Vendor is in need of funds for the
maintenance of his family and other legal necessities
he desired to sell the Schedule Property in favour of the
purchaser for a sum of Rs 10,250/-(Rs. Ten thousand two
hundred fifty only) to which the Purchaser duly agreed to
purchase the same for the said sum of Rs. 10,250/- only.
In pursuance of this Sale agreement the purchaser paid
a sum of Rs. 5,000/- on 20-5-1985 through a Cheque
No. 0861556 of Syndicate Bank, Wilsongarden Branch,
Bangalore and a sum of Rs. 5,250/- only Cheque No.
039 529/243 dated 3.4.86 of Syndicate Bank Wilson
Garden, Bangalore total the Vendor received the full sale
consideration of Rs.10,250/- only. This day the Vendor
handed over the vacant possession of the Schedule
property to the purchaser to have and to hold the same
as absolute owner. As there is a prohibition of selling
the revenue sites by the Government of Karnataka the
Vendor could not execute the sale deed. As and when
the Government of Karnataka revokes the fragmentation
act the Vendor execute the sale deed.
This day the Vendor handed over the vacant possession of
the Schedule property to the purchaser, the Vendor have
no objection to construct a dwelling house on the Schedule
property the Vendor have no objection to transfer the Khata
of the Schedule Property to the name of the purchaser.
The Vendor assures the purchaser that the schedule
property is free from all kinds of encumbrances and it is
free from all taxes.
SCHEDULE:- Site No. 10, out of Sy. No. 55/1, situated at
Chunchaghatta Village, Uttarahalli Hobli, Bangalore South
Taluk, measuring East to West 30 feet and North to South
(40-6” + 42-3”)/2 feet and bounded as follows:-
East by: Property No. 11
West by: Property No. 9
2044 [2025] 2 S.C.R.

Supreme Court Reports

North by: Road &
South by: Private Property
In witnesses whereof both the parties have affixed their
signatures to this sale agreement on the day, month and
the year above first written.
WITNESSES:
1.
2.
3.
VENDOR
PURCHASER”

7. On the same day, the said POA was duly notarized. On 30.01.1997,
the original owner, executant of the POA died. On 01.04.1998, the
holder of POA executed a registered sale deed with respect to the Suit
Property in favour of her son, i.e., the appellant no. 2, in exchange
of sale consideration of Rs. 84,000/-.
8. On the other hand, several years after the death of the original owner,
his legal heirs through a registered sale deed dated 21.03.2003
sold the same Suit Property to the respondent no. 7 for total sale
consideration of Rs. 76,000/-. Subsequently, respondent no. 7 sold
the Suit Property to the respondent no. 8 vide another registered sale
deed dated 29.09.2003 for total sale consideration of Rs. 90,000/-.
Then, on 06.12.2004, the respondent no. 8 executed a registered
gift deed in favour of her daughter, i.e., the answering respondent.
9. It is the case of the appellants that after a long period of time, the
father of appellant no. 2, i.e., the appellant no. 1 herein, visited the
Suit Property on 02.01.2007. To his shock and surprise, he found
strangers in possession of the Suit Property. He, accordingly, lodged
a police complaint with the concerned police station. The occupants
as well as the answering respondent were called by the police to
the police station. However, the police closed the matter saying that
the dispute was civil in nature.
10. Later, the answering respondent filed O.S. No. 133/2007 for
permanent injunction against the appellant no. 2 or anyone else
[2025] 2 S.C.R. 2045

M.S. Ananthamurthy & Anr. v. J. Manjula

acting under him from interfering with the peaceful possession and
enjoyment of the Suit Property. Following this, the appellant no. 2
also filed O.S. No. 4045/2008 against the legal heirs of the original
owner, the subsequent purchasers and the answering respondent
respectively for declaration of sale deeds executed on 21.03.2003 and
29.09.2003 respectively, and the gift deed executed on 06.12.2004
as null and void. He sought further declaration of absolute ownership
and direction to handover vacant physical possession of the Suit
Property. Both the suits were consolidated and tried together by way
of recording common evidence.
11. Upon appreciation of the oral as well as documentary evidence on
record, the Trial Court vide its common judgment and order dated
21.06.2014 decreed the O.S. No. 133/2007 filed by the answering
respondent by granting a decree of permanent injunction in her
favour and dismissed the O.S. No. 4045/2008 filed by the appellant
no. 2 herein.
12. The findings recorded by the Trial Court in its judgment and order
can be better understood in four parts:-
(i) First, on the issue of possession the Trial Court recorded that
it was an admitted position that the answering respondent was
in possession of the Suit Property. Further, the registered sale
deed dated 29.09.2003 reflected that the respondent no. 8
had purchased the Suit Property from the respondent no. 7 for
total sale consideration of Rs. 90,000/- and then respondent
no. 8 gifted the property to the answering respondent vide
the registered gift deed dated 06.12.2004. While, evaluating
the evidence adduced by the appellants (defendants therein)
the Trial Court from the cross-examination of appellant no. 1
recorded that two days prior to 01.04.1998, he had visited the
Office of Sub-Registrar and found that the revenue site was
being registered. Further, it was an admitted position that, though
allegedly, a general power of attorney (“GPA”) and agreement to
sell were executed by the original owner in favour of the holder
in the year 1986, yet the appellant no. 2 was not in possession
of the Suit Property as on the date of the institution of the suit.
The Trial Court held that the answering respondent is the donee
of the Suit Property and is in lawful possession and that the
appellant no. 2 is not entitled to seek recovery of possession.
2046 [2025] 2 S.C.R.

Supreme Court Reports

(ii) Secondly, on the issue of legality of registered sale deed dated
21.03.2003 that was executed by the respondent nos. 1-6 in
favour of the respondent no. 7, the Trial Court proceeded with
the premise that it was an admitted position that as on the date
of institution of suit, the appellants were not in possession of
the Suit Property. It held that though, the original owner had
executed the GPA and the agreement to sell, yet the holder of
POA failed to get it registered in time. The contention of the
appellants that the GPA and the agreement to sell respectively
were not registered in 1986 due to a prohibition on the registration
of revenue lands was rejected. It was held by the Trial Court that
for transfer of ownership in immovable property, whose value
is more than Rs. 100/-, the conveyance has to be mandatorily
registered as per Section 17 of the Registration Act, 1908 (for
short, “Registration Act”) and sale by GPA is not recognized
by law. By placing reliance on Suraj Lamp & Industries Pvt.
Ltd. v. State of Haryana, reported in (2012) 1 SCC 656, the
Trial Court held that the sale deed dated 01.04.1998 executed
by the holder of POA in favour of the appellant no. 2 was
invalid along with the admitted position that it was executed
after the death of the original owner. Thus, it was held that the
registered sale deed dated 21.03.2003 executed in favour of
the respondent no. 7 was legal.
(iii) Thirdly, on the issue of legality of registered sale deed dated
29.09.2003 which was executed by the respondent no. 7 in
favour of the respondent no. 8, and the registered gift deed
dated 06.12.2004 which was executed by the respondent no.
8 in favour of the answering respondent, the Trial Court held
that the appellants failed to prove that the above-mentioned
sale deed and gift deed were illegal, null and void. At the same
time, it held that the respondent no. 8 had a valid title over the
Suit Property so as to execute the gift deed in favour of the
answering respondent.
(iv) Lastly, on the issue of maintainability of the suit instituted by
the appellants, the Trial Court held that the suit instituted by the
appellants was barred by limitation. It held that as per Article
58 of the Limitation Act, 1963 (for short, “Act of 1963”), for the
purpose of challenging the sale deeds dated 21.03.2003 and
29.09.2003 respectively and the gift deed dated 06.12.2004,
[2025] 2 S.C.R. 2047

M.S. Ananthamurthy & Anr. v. J. Manjula

he should have presented the suit within three years from the
date of the alleged sale deed or agreement to sell as he had
come to know about the sale transactions in the year 2003 itself.

B. IMPUGNED JUDGMENT
13. Being aggrieved by the order of the Trial Court, the appellants/
judgment debtor, preferred First Appeal. The High Court framed the
following points for determination:-
“14. In the light of the above, the points that arise U for
my consideration in this appeal are:-
1] Whether the appellant herein (plaintiff in
O.S.No.4045/2008) proves that he is the absolute owner
of the suit schedule property?
2] Whether the registered Sale Deed dated 01-04-1998
in favour of the plaintiff in O.S.No.4045/2008 executed
by Smt. A. Saraswathi as a General Power of Attorney
holder would convey a valid title in favour of the plaintiff?
3) Whether the plaintiff in O.S.No.133/2007 would prove
that she is in lawful possession of the property as on the
date of the institution of the suit?
4] Whether the plaintiff ln O.S.No.133/2007 has proved
that there was an interference in her lawful possession of
the suit schedule property by the defendants?
5) Whether the common judgment and the decrees under
appeals deserve interference at the hands of this Court?”
14. The High Court dismissed both the appeals and thereby affirmed
the judgment and decree passed by the Trial Court. The High Court
dismissed the appeals on four grounds:-
(i) First, the High Court held that the appellants had not denied or
disputed the existence of the two registered sale deeds dated
21.03.2003 and 29.09.2003 respectively and the gift deed dated
06.12.2004 in the suit preferred by the answering respondent.
The said documents made it amply clear that the Suit Property
was sold by the legal representatives of the original owner in
favour of the respondent no. 7, who in turn vide a registered
sale deed then sold the same Suit Property to the respondent
2048 [2025] 2 S.C.R.

Supreme Court Reports

no. 8. The respondent no. 8 thereafter gifted the Suit Property
to her daughter, i.e., the answering respondent by way of a
registered gift deed dated 06.12.2004. Accordingly, answering
respondent is the lawful owner in possession of the Suit Property.
The relevant observations read as under:-
“22. As already observed above, the plaintiff in O.S.No.
4045/2008 has not denied or disputed the documents
at Exs. P-1, P-2, P-3 which are two registered Sale
Deeds and a Gift deed respectively. By virtue of the
said documents, it goes to show that the suit schedule
property was sold by the legal representatives of the
deceased Muniyappa @ Ruttappa in favour of one Sri.
S. Sreenivasulu on 21-03-2003 which Sreenivasulu
in turn sold the very same suit scheduled property to
one Smt. C. Roopavathi (the mother of the plaintiff
in O.S.No.133/2007) under a registered Sale Deed
dated 29-09-2003. The said Smt. C. Roopavathi, in
turn, has gifted the said property to her daughter –
Smt.J. Manjula (plaintiff in O.S.NO.133/2007) under
a registered Gift Deed dated 06-12-2004. It is
based upon these documents and the subsequent
documents like tax paid receipts, self-declaration
of property tax and the water bill and water tax
receipt which have all been produced as exhibits in
‘P’ series as observed above, the learned counsel
for the plaintiff in O.S.No.133/2007 (Respondent
in R.F.A.No.1318/2014) contends that, it is Smt. J.
Manjula - the plaintiff in O.S.No.133/2007 has been in
lawful possession of the suit schedule property in her
capacity as the owner of the suit schedule property.”
(ii) Secondly, the High Court observed that the appellant no. 1
in his cross-examination had admitted that the original owner-
executant of POA, died on 30.01.1997. It is further an admitted
position that the registered sale deed in favour of the appellant
no. 2 was executed on 01.04.1998 i.e., after the death of the
executant. The said sale deed was executed by the holder of
POA in her capacity as a GPA holder of the original owner.
Therefore, the execution of sale deed dated 01.04.1998
[2025] 2 S.C.R. 2049

M.S. Ananthamurthy & Anr. v. J. Manjula

was after the death of the executant of GPA. The appellants
submitted that since the holder had an interest in the POA, it
should be read along with the agreement to sell which was
executed pursuant to sale consideration. The High Court while
addressing the aforesaid submissions of the appellants held
that though the GPA and the agreement to sell were executed
by the same executant on the same day in favour of the same
holder yet they cannot be treated as a single transaction.
The detailed and comprehensive reading of the GPA and the
agreement to sell would indicate that the contents of the GPA
do not mention anything about the execution or purpose of
executing the agreement to sell or vice versa. The relevant
observations read as under:-
“…Even though it is observed that Exs.D-4 and
D-5 were contemporaneous documents executed
by Sri. Muniyappa @ Ruttappa in favour of Smt. A.
Saraswathi, by that itself, it cannot be concluded
that, the said Smt. A. Saraswathi had any interest in
the Power of Attorney at Ex.D-4. It is for the reason
that the said document at Ex.D-4 nowhere expressly
mentions as to for what reason the executant was
made to execute the said document and more
particularly, the executant has nowhere whispered in
it that the attorney has acquired any interest in the
property mentioned in the said Power of Attorney.
However, the said Power of Attorney – Smt. A.
Saraswathi whether is having any interest under the
said irrevocable Power of Attorney has to be gathered
from the circumstance of the case and the position
of law. If it can be concluded that she had acquired
interest by virtue of Exs.D-4 and D-5, then probably,
Section 202 of the Contract Act may come into picture.
Otherwise, it would be Section 201 of the Contract
Act that may come into operation.”
(iii) Thirdly, the principal contention of the appellants was that since
the holder of POA had an interest in the property which is the
subject-matter of the POA, the POA would not come to an end
on the death of the executant by virtue of Section 202 of the
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Indian Contract Act, 1872 (for short, “the Contract Act”). The
High Court held that executing a POA, including an irrevocable
one or an agreement to sell for immovable property, does not
automatically transfer any right or interest to the beneficiary, such
as the attorney or agreement holder. By referring to the decisions
of the High Court of Rajasthan in Prahlad & Ors. v. Laddevi &
Ors., reported in 2007 SCC OnLine Raj 19 and the High Court
of Karnataka in Wajid Pasha v. The Chairman, Bangalore
Development Authority, reported in 2013 SCC OnLine Kar
10135, the High Court held that the purpose for which the GPA
was executed had not been stated either in the GPA or the
agreement to sell. It was observed that indisputably, the holder
of POA did not enforce the agreement to sell against the legal
representatives of the executant of the POA. After the death of
the executant, the holder of POA transferred the Suit Property
to her son i.e., the appellant no. 2, for a sale consideration of
Rs. 84,000/- which was considerably higher than the amount
she paid for the Suit Property to the original owner. Thus, the
High Court held that the case of the appellants would not be
covered by Section 202 of the Contract Act and that the POA
did not create any right or interest in the favour of the holder
of the POA. The relevant observations read as under:-
“38. Illustration (a) to Section 202 of the Contract
Act is clear and applicable to those cases where the
very purpose or execution of the Power of Attorney
is to enable the Power of Attorney to get his/her
entitlement paid to him/her. It is in that case, the
attorney holder can be called as having interest in
the General Power of Attorney executed in his/her
favour, whereas, in the case on hand, as already
observed above, the purpose for which the General
Power of Attorney was executed by Sri. Muniyappa
@ Ruttappa is nowhere made clear either in Ex.D-4
or Ex.D-5. Merely because they are contemporaneous
documents, it cannot be inferred that the holder of
the said agreement would get an interest under the
General Power of Attorney so as to over come Section
201 of the Contract Act and fall within the scope of
Section 202 of the same Act. This is clear in all the
[2025] 2 S.C.R. 2051

M.S. Ananthamurthy & Anr. v. J. Manjula

three judgments referred above which were relied
upon by the learned counsel for the respondents.
Rather in those situations, where the sale agreement
holder though was put in possession and had already
parted with some consideration, the remedy available
to such agreement holder would be for enforcing the
contract, specifically either as against the executant
or his/her legal representatives.”
(iv) Fourthly, the High Court noted that the answering respondent
not only established her lawful possession over the Suit Property
as on the date of the institution of the suit but was also able
to establish that there was interference with her peaceful
possession by the appellants herein. The High Court held
that the suit was not barred by limitation. It held that the Trial
Court erred in holding so, as the suit was one for declaration
and possession of the property. Therefore, as per Article 65 of
the Act of 1963, the period of limitation would be twelve years.
15. In such circumstances, referred to above, the appellants are here
before this Court with the present appeals.

C. SUBMISSIONS ON BEHALF OF THE APPELLANT(S)
16. Ms. Farhat Jahan Rehmani, the learned counsel appearing for the
appellants submitted that the present case relates to the scope,
interpretation and construction of the POA and the agreement to sell
dated 04.04.1986 executed by the original owner in favour of holder.
Hence, the limited question for our determination is whether the POA,
which was coupled with interest is irrevocable as per Section 202 of
the Contract Act or it stood terminated upon the death of the original
owner as per Section 201 of the Contract Act?
17. Ms. Rehmani submitted that the fact of execution of the POA and
the agreement to sell in favour of the holder by the original owner
in exchange of sale consideration is not disputed. Since both the
POA and the agreement to sell are in favour of the same person,
they should be read together and construed harmoniously. The
holder of POA executed the registered sale deed dated 01.04.1998
in favour of the appellant no. 2. Further, there is no challenge to
the validity of the GPA and agreement to sell dated 04.04.1986
and the registered sale deed dated 01.04.1998. The GPA specifies
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that it had been executed for the purpose of the Suit Property. It
specifically mentions that it is ‘irrevocable’ and the schedule to the
GPA references the particulars of the Suit Property. The GPA read
with the agreement to sell would indicate that it had been executed
for a valid sale consideration, and possession of the Suit Property
was also delivered to the holder of POA. Thus, she had an interest
in the subject-matter of the agency being irrevocable. By placing
reliance on Section 202 of the Contract Act, he submitted that
where the agent himself has interest in the property which forms a
subject-matter of the agency, the agency cannot be terminated to
the prejudice of such interest of the agent. In the facts of the case,
Section 202 of the Contract Act is applicable and not Section 201.
18. It was further submitted that the High Court erred in holding that the
purpose for which the GPA and the agreement to sell was executed
was not mentioned in either of the documents and therefore, even
though the two documents are contemporaneous yet it cannot be
inferred that the holder of the two documents would derive an interest
in the subject-matter of the GPA. Ms. Rehmani asserted that it has to
be inferred that the original owner executed the agreement to sell as
a consequence of executing the GPA in favour of the holder, hence,
the said POA is not irrevocable merely for the reason that in the
said documents the purpose for executing the GPA and agreement
to sell has not been mentioned.
19. While drawing the Court’s attention to para 26 of Suraj Lamp
(supra), she submitted that the case of Suraj Lamp (supra) will not
be applicable to the facts of the present case as in the present case
the holder of GPA executed the registered sale deed on 01.04.1988
which was much prior in time. She further distinguished the decision
in Prahlad (supra) and Wajid Pasha (supra) referred to and relied
upon by the High Court on facts. Ms. Rehmani submitted that the High
Court failed to consider that there was no challenge to the validity of
the GPA, and the registered sale deed executed in favour of appellant
no. 2. In such circumstances, a suit for injunction simpliciter filed by
the answering respondent would not be maintainable. Further, the
respondent no. 7 had no title in the Suit Property as the title had
already been conveyed under the registered sale deed and there
was no challenge to the same. The suit O.S. No. 4045/2008 filed by
the appellants for declaration and possession ought to have been
decreed.
[2025] 2 S.C.R. 2053

M.S. Ananthamurthy & Anr. v. J. Manjula

20. In view of the aforesaid submissions, the counsel prayed that the
impugned judgment passed by the High Court be set aside and
appellants be declared to be the true owner of the Suit Property and
grant possession thereof.

D. SUBMISSIONS OF BEHALF OF THE RESPONDENT(S)
21. Mr. Mahesh Thakur, the learned counsel appearing for the answering
respondent submitted that an agreement of sale creates an interest
against the vendor or his legal representatives and to enforce that
interest the intended buyer is required to file a suit for specific
performance by virtue of Section 40 of the Transfer of Property Act,
1882 (for short, “the TPA”). In view of Section 17 of the Registration
Act, a property worth Rs. 100 or more cannot be transferred without
registration. In the present case, the value of property is more than
Rs. 100, therefore, the original owner could not have transferred the
property merely by an agreement to sell or GPA or by executing both.
22. To buttress his aforesaid submission that such documents cannot
pass on title, Mr. Thakur relied on the decision in Suraj Lamp (supra)
to submit that by virtue of Section 54 of the TPA, an agreement
to sell does not create any interest in or charge on such property.
Further, a POA is not an instrument of transfer qua any right, title
or interest in any immovable property. A sale by an agreement to
sell or GPA will neither convey any title nor create any interest in an
immoveable property. He relied on Wajid Pasha (supra) to submit
that the contract of agency gets automatically terminated by death of
either of the parties. As soon as the executant of POA dies, the right
given to the agent comes to an end. Once the agency is terminated,
the agent cannot act on the basis of the power granted to him under
the GPA. He also placed reliance on Prahlad (supra) to submit that
a POA granted by the donor to the donee is operative and effective
only during the lifetime of the donor. Since the donor and done are
in a relationship of master-agent a POA cannot stand after the death
of the donor. He asserted that the principle of nemo dat quod non
habet would apply meaning thereby that the holder of POA could
not have passed a title that she did not possess.
23. Mr. Thakur further submitted that even if for the sake of argument,
it is presumed that the GPA was coupled with interest and Section
202 of the Contract Act comes into operation, still it can apply only
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to an extent that the buyer can enforce the agreement against the
vendor or his legal representatives for specific performance or for
return of the sale consideration paid. Lastly, he submitted that it is not
the case of the appellants that legal representatives of the original
owner were aware about the transaction between their father and
the holder of POA. Answering respondent now holds the position of
a bona fide purchaser for valuable consideration.
24. In such circumstances referred to above, the counsel prayed that
there being no merit in the present appeals, those may be dismissed.

E. ISSUES FOR CONSIDERATION
25. Having heard the learned counsel appearing for the parties and
having gone through the materials on record, the following questions
fall for our consideration:
a. Whether the agent, A. Saraswathi, by virtue of being a holder
of the General Power of Attorney along with Agreement to
Sell had any right, title or interest in the subject-matter of the
agency, to execute the registered sale deed dated 01.04.1998
in favour of her son i.e., the appellant no. 2, after the death of
the principal, on 30.01.1997?
b. Whether it was obligatory for the answering respondent to
challenge the execution and validity of the General Power of
Attorney and the Agreement to Sell dated 04.04.1986 and a
further prayer to declare that the registered sale deed dated
01.04.1998 is invalid, non-est or illegal in O.S. 133/2007?

F. ANALYSIS
26. At the cost of repetition, we deem it necessary to state how the
property exchanged hands on both sides. It is the case of the
appellants that the original owner executed a GPA and agreement to
sell in favour of the holder. Thereafter, the holder in her capacity as
a holder of POA vide a registered sale deed sold the Suit Property
to her son, appellant no. 2. On the other hand, it is the case of the
respondents that after the death of the original owner, his heirs
(respondent no. 1-6) sold the Suit Property to S. Sreenivasullu
(respondent no. 7) vide a registered sale deed, thereafter, S.
Sreenivasullu sold the Suit Property to C. Roopavathi (respondent
[2025] 2 S.C.R. 2055

M.S. Ananthamurthy & Anr. v. J. Manjula

no. 8) vide another registered sale deed. Lastly, C. Roopavathi vide
a registered gift deed gifted the Suit Property to her daughter, J.
Manjula (answering respondent).

Appellant’s Version Respondent’s Version
Muniyappa @Ruttapa (Owner) After Muniyappa’s death
↓ Heirs of the Owner
↓
Saraswathi (GPA holder) S. Sreenivasullu
↓ ↓
A. Manohar (appellant no. 2) C. Roopavathi
↓
J. Manjula (answering
respondent)

i. Relationship between the Executant and Holder of General
Power of Attorney
27. A power of attorney derives its basic principles from Chapter X of
the Contract Act which provides for “Agency” along with Sections 1A
and 2 respectively of the Powers of Attorney Act, 1882. Agency is a
fiduciary relationship between two persons, where one explicitly or
implicitly agrees that the other will act on their behalf to influence their
legal relations with third parties, and the other similarly agrees to act
in this capacity or does so based on an agreement. The relationship
between the executant of a general power of attorney and the holder
of the power is one of principal and agent. A principal is bound by
the acts done by an agent or the contracts made by him on behalf of
the principal. Likewise, power of attorney in the nature of contract of
agency authorizes the holder to do acts specified by the executant,
or represent the executant in dealings with third persons.
28. In the case of Syed Abdul Khader v. Rami Reddy & Ors., reported
in (1979) 2 SCC 601, this Court held that the relation between the
donor of the power and the donee of the power is one of the principal
and agent having its genesis in a contract. It further observed that
the term “agency” refers to the relationship in which one person
has the authority or ability to establish legal relations between a
principal and third parties. This relationship arises when a person,
known as the agent, has the authority to act on behalf of another,
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called the principal, and agrees to do so. The relevant observations
are reproduced hereinbelow:-
“10. The first contention of the appellant is that it was
impermissible in law for three persons to jointly grant a
power of attorney in favour of Defendant 34. Barring the
ipse dixit of the learned counsel nothing was shown to
us to make such a joint power impermissible in law. The
relation between the donor of the power and the donee
of the power is one of the principal and agent and the
expression “agency” is used to connote the relation which
exists where one person has an authority or capacity to
create legal relations between a person occupying the
position of principal and third parties. The relation of
agency arises whenever one person called the agent has
authority to act on behalf of another called the principal
and consents so to act. The relationship has its genesis in
a contract. If agency is the outcome of a contract between
the principal and the agent, in order to show that three
principals jointly constituting an agent by a deed called
“Power of Attorney” was impermissible, provisions of
Contract Act or the general law of contract should have
been shown as having been violated by such a contract.
Nothing of the kind was pointed out to us. On the contrary,
in Halsbury’s Laws of England, Vol. I, 4th Edn., para 726,
the following proposition has been stated:
“Co-principals may jointly appoint an agent to act for them
and in such case become jointly liable to him and may
jointly issue him.”
We are in agreement with this view and, therefore, three
principals could jointly appoint an agent.”
(Emphasis supplied)

29. In State of Rajasthan v. Basant Nahata, reported in (2005) 12
SCC 77, while dealing with the challenge to the constitutional validity
of Section 22A of the Registration Act, it was held that a deed of
power of attorney is a document of convenience empowering the
agent to act for the principal or manage the affairs of the principal.
The relevant observations are reproduced hereinbelow:
[2025] 2 S.C.R. 2057

M.S. Ananthamurthy & Anr. v. J. Manjula

“Power of attorney
13. A grant of power of attorney is essentially governed
by Chapter X of the Contract Act. By reason of a deed of
power of attorney, an agent is formally appointed to act for
the principal in one transaction or a series of transactions
or to manage the affairs of the principal generally conferring
necessary authority upon another person. A deed of power
of attorney is executed by the principal in favour of the
agent. The agent derives a right to use his name and all
acts, deeds and things done by him and subject to the
limitations contained in the said deed, the same shall be
read as if done by the donor. A power of attorney is, as
is well known, a document of convenience.
14. Besides the Contract Act, the Powers-of-Attorney Act,
1882 deals with the subject. Section 1-A of the Powers-
of-Attorney Act defines power of attorney to include any
instruments empowering a specified person to act for and
in the name of the person executing it. Section 2 of the
said Act reads, thus:
“2. Execution under power of attorney.—The donee of
a power of attorney may, if he thinks fit, execute or do
any instrument or thing in and with his own name and
signature, and his own seal, where sealing is required,
by the authority of the donor of the power; and every
instrument and thing so executed and done, shall be as
effectual in law as if it had been executed or done by the
donee of the power in the name, and with the signature
and seal, of the donor thereof.
This section applies to powers of attorney created by
instruments executed either before or after this Act comes
into force.”
Execution of a deed of power of attorney, therefore, is
valid in law and subject to the provisions of the Act is not
compulsorily registerable.”
(Emphasis supplied)

30. From the above exposition of law, it is settled that power of attorney
is a creation of an agency by which the grantor/donor/executant
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authorizes the grantee/donee/holder/attorney to do the acts specified
on his behalf, which will be binding on the executant as if the acts
were done by him.
31. In the present case, the original owner, executant of the POA, holds
the position of a principal. Whereas, the holder of the POA is an
agent. There is no gainsaying in the fact that the original owner by
executing the POA dated 04.04.1986 in favour of the holder entered
into a principal-agent relationship with each other. We shall now
proceed with an independent as well as combined reading of the
GPA and the agreement to sell.

ii. Independent Reading of the General Power of Attorney and
the Agreement to Sell

a. ‘Interest’ in Power of Attorney
32. It was submitted on behalf of the appellants that the GPA read with
the agreement to sell categorically states that POA was executed
for a consideration, and the possession of the Suit Property was
delivered to the holder. It was further submitted that since both the
documents were executed on the same day, in favour of the same
person, they should be read together and construed harmoniously.
It is because of this reason that POA holder (agent) has an interest
in the subject-matter of the agency and the POA is coupled with
interest which makes the agency irrevocable by virtue of Section 202
of the Contract Act.
33. Section 201 of the Contract Act prescribes various ways of revocation
of authority given by the principal to his agent. A principal can
terminate the contract of agency unless such revocation is precluded
by Section 202 of the Contract Act. Section 202 of the Contract Act,
as an exception to the general rule under Section 201, prescribes that
where an agent has himself an interest in the property which forms
the subject-matter of the agency, the agency cannot be terminated to
the prejudice of such interest unless there is an express stipulation
to the contrary.
34. Illustration (a) to Section 202 of the Contract Act states that A
(principal) has given authority to B (agent) to sell A’s land, and to
pay himself i.e., the agent, from the proceeds the debt which is due
to him from A. Illustration (b) states that A (principal) has consigned
1,000 bales of cotton to B (agent), who has given an advance on
[2025] 2 S.C.R. 2059

M.S. Ananthamurthy & Anr. v. J. Manjula

the bales of cotton. Now, A wishes B to sell the cotton and recover
his advance from the sale proceeds. In both the cases, A can neither
revoke the authority nor agency will be terminated by his insanity
or death. It is important to take a note that in both the cases, the
agent has an interest vested in the subject-matter of the agency. The
factum of interest or security of the agent, in both cases, does not
imply that the agent’s right to remuneration constitutes an interest
in the subject matter of the agency; rather, it extends beyond the
mere advancement of remuneration or commission. Where POA
is coupled with an interest, it metamorphosizes to an irrevocable
agency unless expressly stated otherwise. There an agent’s right to
remuneration is not an interest in the subject-matter of the agency.
35. Therefore, the essentials of Section 202 of the Contract Act are, first,
there shall be a relationship in the capacity of ‘principal and agent’
between the parties and secondly, there shall be agent’s interest in
the subject-matter of the agency. If both the conditions are fulfilled the
agency becomes irrevocable and cannot be terminated unilaterally
at the behest of the principal. As the first condition is satisfied in the
present case, we shall now proceed to examine whether from the
reading of the GPA, the holder of POA had an interest in the subject
matter of the agency, namely, the Suit Property.
36. We may quote an extract from Bowstead on Agency, 14th Edition,
page 423 it stated as under:-
“(i) Where the authority of an agent is given by deed or
for valuable consideration, for the purpose of effectuating
any security, or of protecting or securing any interest of
the agent, it is irrevocable during the subsistence of such
security or interest. But it is not irrevocable merely because
the agent has an interest in the exercise of it or has a
special property in, or lien for advances upon, the subject
matter of it, the authority not being given expressly for the
purpose of securing such interest or advances;
(ii) Where a power of attorney, whenever created is
expressed to be irrevocable and is given to secure a
proprietary interest of the donee of the power, or the
performance of an obligation owed to the donee, then,
so long as the donee has that interest, or the obligation
remains undischarged, the power is irrevocable;
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(iii) Authority expressed by this article to be irrevocable is
not determined by the death, insanity or bankruptcy of the
principal, nor ......where the principal is an incorporated
company, but its winding up or dissolution, and cannot be
revoked by the principal without the consent of the agent.”
37. As far back as 1931, in Dalchand v. Seth Hazarimal & Ors., reported
in 1931 SCC OnLine MP 57, the defendant-agent claimed that he
had an interest in the cloth supplied to him by the plaintiff-principal
for sale because according to the agent he was entitled to keep
for himself any amount obtained by him as per the assigned rates.
The court held that the agent had no interest in the property being
sold or in the proceeds of sale until sale is complete. The relevant
observations are reproduced hereinbelow:-
“5. For the plaintiff, Vishnucharya v. Ramchandra [[1881] 5
Bom. 253.], has been cited, in which it has been held that
an agent for the collection of rents cannot be regarded as
having an interest in the property merely because he is
authorized to take his salary out of the rents. It is objected
on behalf of the defendants that this decision runs directly
contrary to Illus. (a), S. 202. But I find that a similar view
has been taken in Lakhmiohand v. Chotooram [[1900]
24 Bom. 403.], in which the facts more closely resemble
those of the present case and it was held that the interest
which an agent has in effecting a sale and the prospect
of remuneration to arise therefrom is not such an interest
as would prevent the termination of the agency.
6. I am in respectful agreement with the decisions in
these two Bombay cases. They and the case before me
are clearly distinguishable from the case stated in Illus.
(a), Section 202 of the Contract Act. In the illustration,
the principal was under a liability to the agent quite apart
from the contract of agency, and the authority given to him
to sell the principal’s land was by way of security for the
discharge of that liability. In the present case, the agent
had no interest in the property to be sold or in the sale
proceeds thereof until a sale had been actually effected,
and revocation of the agency, before sale had been
effected, deprived him of nothing that had accrued to him.”
(Emphasis supplied)
[2025] 2 S.C.R. 2061

M.S. Ananthamurthy & Anr. v. J. Manjula

38. In the case of Palani Vannan v. Krishnaswami Konar, reported in
1945 SCC OnLine Mad 119, the decree-holder had executed a POA
authorizing the holder to execute the decree. Later, the executant
revoked the POA through a notice. The question before the court
was whether the notice revoking the authority was valid in law or
not. The court held that the POA was not coupled with interest as
the object of the POA was not securing any interest of the agent. It
held that the primary object of the POA was to recover the fruits of
the decree on behalf of the principal despite the fact that the agent’s
remuneration was fixed to be drawn from the proceeds of the decree.
The relevant observations are reproduced hereinbelow:
“It is only necessary to refer to one further decision, Frith v.
Frith [[1906] A.C. 254.], in which the Judicial Committee
discuss the general position relating to these matters. Their
Lordships point out that in what is known as Carmichael’s
case [[1896] 2 Ch. 643.]:
“The donor of the power, for valuable consideration,
conferred upon the donee, authority to do a particular thing
in which the latter had an interest, namely, to apply for the
shares of the Company which the donee was promoting
for the purpose of purchasing his own property from him,
and the donor sought to revoke that authority before the
benefit was reaped.”
The effect of all these cases appears to be stated accurately
in Bowstead on the Law of Agency, Eighth Edition, page
456. It is stated (Article 138):
“Where the authority of an agent is given for the purpose
of effectuating any security, or of protecting or securing any
interest of the agent, it is irrevocable during the subsistence
of such security or interest.”
--xxx--
My view of this document is as follows. I think its primary
object was to recover on behalf of the principal the fruits
of his decree. It contained incidentally a provision for the
employment of the agent, Vedavyasachar, in order to
realize that decree. It provides that his remuneration is
to be one-half of the proceeds. It contains an indemnity
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clause against any out-of-pocket expenses which he is
entitled also to recover from the amount of the decree. But
the object of the power-of-attorney is not for the purpose
of protecting or securing any interest of the agent. I think
that part of the agreement is purely incidental. There is,
however, another feature of this document which seems to
me to be conclusive against the appellants. The last words,
“I shall not for any reason whatever, cancel without your
permission this authority which I have given to you, without
paying the amount expended by you and without giving
the aforesaid relief for your trouble”,
seem to me to make express provision for the revocation
of the above power. It can be done in two ways, (a) by
consent, for that is what I understand “your permission” to
mean, and (b) if that permission is withheld, on payment
by the principal of all out-of-pocket expenses and also
remuneration for his services. With regard to remuneration,
the wording is vague, “without giving the aforesaid relief
for your trouble”.
(Emphasis supplied)

39. To the same effect is the decision of High Court of Delhi in Shri
Harbans Singh v. Smt. Shanti Devi, reported in 1977 SCC OnLine
Del 102. The High Court while dealing with the question of whether
the powers of attorney executed by the appellant were cancelled
validly, laid down the conditions of irrevocability of a contract of agency
as, (i) authority to agent given for valuable consideration; (ii) such
valuable consideration was given for the purpose of effectuating a
security or protecting or securing the interest of the agent; (iii) agency
not being irrevocable merely because the agent has some interest
in carrying it out or holds a special right, such as a lien or advance,
over its subject matter. Thus, the agency has to be specifically
meant to secure the agent’s benefit or interest. It further observed
that the interest of the agent can be inferred from the language of
the document or from the course of business between the principal
and agent. The observations are reproduced hereinbelow:-
“All the conditions of irrevocability are satisfied in the present
case. The authority to the agent was given for valuable
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consideration which proceeded from the respondent. It
was given for the purpose of effectuating a security or
protecting or securing the interest of the agent. For, the
only purpose of the agency was to ensure and secure the
performance of the contract by the appellant in favour of
the respondent for whom Shri Gulati was acting as the
husband and the nominee and, therefore, a representative
or an agent. Where the performance of the agency is not
to secure the interest or the benefit of the agent then the
agency is not irrevocable merely because the agent has
an interest in the exercise of it or has a special property
in or lien for advances upon the subject-matter of it.”
(Emphasis supplied)

40. In the present case, it is evident from para 1 of the GPA executed
by the original owner in favor of the holder that the POA was to look
after, maintain, manage the Scheduled Property. Para 2 states that the
attorney can enter into any agreement with any person with respect
to the Scheduled Property for any amount, receive advance amount,
to execute deeds in favor of such persons, issue proper discharge.
Para 3 states that attorney has the power to apply for transfer of
khata and to pay all future taxes and receive receipts. Further, para
4 states that the attorney can apply for sanctioning of plan for the
purpose of construction, utilize the Scheduled Property as the holder
deems fit and receive all profits therefrom. Para 5 states that the
attorney has the power to represent the holder in all Government
Offices and do all things connected. Para 6 states that the attorney
can pursue matters in courts, give evidence, obtain decree, execute
the same. Further, para 7 states that the Scheduled Property is in
owner’s peaceful possession and enjoyment. Lastly, para 8 states
that the attorney is generally entitled to do all acts required in respect
of the Suit Property which are not specifically mentioned and that
the GPA is irrevocable.

b. Nature of Power of Attorney
41. It is now appropriate to analyze the nature of the GPA, specifically
whether it is general or special. While construing a document, a
reader should not go by the title to the document or the nomenclature
of the document. In such a case, the court is endowed with a duty
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to see the contents of the document and intention of the parties
which can be gathered from the terms of the document and/or from
circumstances under which the document was entered into. The
intention of the parties can be ascertained from the language used
by the parties. A document has to be seen as a whole.
42. The import of the word “general” in a POA refers to the power
granted concerning the subject matter. The test to determine the
nature of POA is the subject matter for which it has been executed.
The nomenclature of the POA does not determine its nature. Even
a POA termed as a ‘general power of attorney’ may confer powers
that are special in relation to the subject matter. Likewise, a ‘special
power of attorney’ may confer powers that are general in nature
concerning the subject matter. The essence lies in the power and
not in the subject-matter.
43. In Halsbury, Vol. 1, at page 151, the author defines special and general
agents, the definition of general agent has been stated as follows:
“A general agent is one who has authority, arising out of
and in the ordinary course of his business or profession,
to do some act or acts on behalf of his principal in relation
thereto; or one who is authorised to act on behalf of the
principal generally in transactions of a particular kind or
incidental to a particular business.”
44. A three-Judge Bench of this Court settled the rules of interpretation
applicable to power of attorney in Timblo Irmaos Ltd., Margo v.
Jorge Anibal Matos Sequeira, reported in (1977) 3 SCC 474. It was
held that words used in a POA must be interpreted in the context
of the whole; the purpose of the powers conferred must then be
examined through the circumstances in which it was executed; and
finally, necessary powers must be implied. The relevant observations
are reproduced hereinbelow:-
“11. We think that perhaps the most important factor in
interpreting a power of attorney is the purpose for which
it is executed. It is evident that the purpose for which it is
executed must appear primarily from the terms of the power
of attorney itself, and, it is only if there is an unresolved
problem left by the language of the document, that we
need consider the manner in which the words used could
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be related to the facts and circumstances of the case or
the nature or course of dealings. We think that the rule
of construction embodied in proviso 6 to Section 92 of
the Evidence Act, which enables the Court to examine
the facts and surrounding circumstances to which the
language of the document may be related, is applicable
here, because we think that the words of the document,
taken by themselves, are not so clear in their meanings
as the learned Judicial Commissioner thought they were.
--xxx--
13. The learned Judicial Commissioner had, in our opinion,
overlooked several well-known rules of interpretation: firstly,
that, a word used in a document has to be interpreted as
a part of or in the context of the whole; secondly, that, the
purpose of the powers conferred by the power of attorney
have to be ascertained having regard to the need which
gave rise to the execution of the document, the practice of
the parties, and the manner in which the parties themselves
understood the purpose of the document; and, thirdly, that,
powers which are absolutely necessary and incidental to
the execution of the ascertained objects of the general
powers given must be necessarily implied.”
(Emphasis supplied)

45. Further, a mere use of the word ‘irrevocable’ in a POA does not
make the POA irrevocable. If the POA is not coupled with interest, no
extraneous expression can make it irrevocable. At the same time, even
if there is no expression to the effect that the POA is irrevocable but
the reading of the document indicates that it is a POA coupled with
interest, it would be irrevocable. The principles of construction of a
POA termed as ‘irrevocable’ was explained in Manubhai Prabhudas
Patel v. Jayantilal Vadilal Shah, reported in 2011 SCC OnLine Guj
7028. The relevant observations are reproduced below:-
“12. I am of the view that while construing a document, it
is necessary to determine the real intention of the parties.
The mere form in which document is couched is immaterial.
The intention of the parties has to be gathered from the
terms of the documents themselves and from such of
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the surrounding circumstances, as later required to show
in what manner the language of the document is related
to the existing fact. It is very difficult task to know the
intention of the parties on the basis of the recital of the
document. But, the Court can rely safely on the language
of the document, the language, which has been used
by the parties to manifest the intention of the parties. If
the Court goes on extraneous evidence, that may lead
to more difficulty and confusion. But, there are certain
principles to be borne in mind. The first principle is, the
mere saying that the power of attorney is an irrevocable
power of attorney coupled with interest is not the end of
the matter. The Court, can clearly say that the document,
though, is styled as an irrevocable power of attorney is not
in substance a power coupled with interest so as to make
it an irrevocable power of attorney. At the same time, even
if there is no title to show that the power is an irrevocable
power, but, the substance of the entire document would
suggest that the same is an irrevocable power coupled with
interest. Therefore, a document has to be construed as a
whole. A stray sentence here and there cannot be picked
out to construe a document. To understand the tenor of
the document and the intention of the parties, it has to
be read as a whole. The real intention of the parties has
to be covered not merely from what ex-facie is stated in
the document, but, from the totality of the recitals in the
document. At this stage, I may quote with profit a very lucid
judgment rendered by learned Single Judge of Madras
High Court explaining the general principles regarding
the construction of power of attorney. In case of Anantha
Pillai v. Ratiinasabapatiiy Mudaliar, reported in 1968 (2)
MLJ 574, Ismail, J. (as he then was), held thus:
“The general principles regarding the construction of power
of attorney are well settled. Powers of attorney must be
strictly construed as giving only such authority as they
confer expressly or by necessary implication. Where an
act purporting to be done under the power of attorney is
challenged as being in excess of the power, it is necessary
to show that on a fair construction of the whole instrument
the authority in question is to be found within the four
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corners of the instrument either by express terms or by
necessary implication. Some of the principles governing the
construction of a power of attorney are:(1) the operative
part of the deed is controlled by the recitals, (2) where
an authority is given to do particular acts, followed by
general words, the general words are restricted to what
is necessary for the performance of the particular acts,
(3) the general words do not confer general powers but
are limited to the purpose for which the authority is given
and are construed as enlarging the special powers only
when necessary for that purpose; (4) a power of attorney
is construed so as to include all medium powers necessary
for its effective execution. Bearing these general principles
in mind the question for consideration is whether the power
of attorney in this case authorised the first defendant to
enter into an agreement to sell or authorised him to execute
a sale-deed….””
(Emphasis supplied)

46. Applying the above exposition of law in the facts of the present
case, it is evident from the tenor of POA that is not irrevocable as it
was not executed to effectuate security or to secure interest of the
agent. The holder of POA could not be said to have an interest in the
subject-matter of the agency and mere use of the word ‘irrevocable’
in a POA would not make the POA irrevocable. The High Court was
right in holding that the holder did not have any interest in the POA.
When the High Court observes that the power of attorney does not
explicitly state the reason for its execution, it implies that its nature
is general rather than special.
47. It is a settled law that a transfer of immovable property by way of
sale can only be by a deed of conveyance. An agreement to sell is
not a conveyance. It is not a document of title or a deed of transfer
of deed of transfer of property and does not confer ownership right
or title. In Suraj Lamp (supra) this Court had reiterated that an
agreement to sell does not meet the requirements of Sections 54
and 55 of the TPA to effectuate a ‘transfer’.
48. From the independent reading of the POA and the agreement to
sell, the submissions of the appellants fail on two grounds, first, the
POA is general in nature and does not secure agent’s right in the
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subject-matter of the agency, and secondly, an agreement to sell
simpliciter does not confer ownership in the immovable property so
as to transfer a better title to anyone else.

iii. Combined Reading of the General Power of Attorney and
the Agreement to Sell
49. The issue at hand may also be looked at from another angle. The
appellants have submitted that that since the GPA and the agreement
to sell were executed by the same person in favour of the same
beneficiary, it ought to have been read together.
50. Here, we deem it appropriate to take note of Sections 17 and 49
of the Registration Act respectively. The provisions have been
reproduced hereinbelow:-
“17. Documents of which registration is compulsory.—
(1) The following documents shall be registered, if the
property to which they relate is situate in a district in which,
and if they have been executed on or after the date on
which, Act No. XVI of 1864, or the Indian Registration Act,
1866, or the Indian Registration Act, 1871, or the Indian
Registration Act, 1877, or this Act came or comes into
force, namely:—
(a) instruments of gift of immovable property;
(b) other non-testamentary instruments which
purport or operate to create, declare, assign, limit or
extinguish, whether in present or in future, any right,
title or interest, whether vested or contingent, of the
value of one hundred rupees and upwards, to or in
immovable property;
(c) non-testamentary instruments which acknowledge
the receipt or payment of any consideration on
account of the creation, declaration, assignment,
limitation or extinction of any such right, title or
interest; and
(d) leases of immovable property from year to year,
or for any term exceeding one year, or reserving a
yearly rent;
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(e) non-testamentary instruments transferring or
assigning any decree or order of a Court or any
award when such decree or order or award purports
or operates to create, declare, assign, limit or
extinguish, whether in present or in future, any right,
title or interest, whether vested or contingent, of the
value of one hundred rupees and upwards, to or in
immovable property:
Provided that the [State Government] may, by order
published in the [Official Gazette], exempt from the
operation of this sub-section any lease executed in any
district, or part of a district, the terms granted by which
do not exceed five years and the annual rents reserved
by which do not exceed fifty rupees.
(1A) The documents containing contracts to transfer for
consideration, any immovable property for the purpose
of section 53A of the Transfer of Property Act, 1882 (4
of 1882) shall be registered if they have been executed
on or after the commencement of the Registration and
Other Related laws (Amendment) Act, 2001 (48 of 2001)
and if such documents are not registered on or after such
commencement, then, they shall have no effect for the
purposes of the said section 53A.
(2) Nothing in clauses (b) and (c) of sub-section (1)
applies to—
(i) any composition deed; or
(ii) any instrument relating to shares in a joint stock
Company, notwithstanding that the assets of such
Company consist in whole or in part of immovable
property; or
(iii) any debenture issued by any such Company
and not creating, declaring, assigning, limiting or
extinguishing any right, title or interest, to or in
immovable property except in so far as it entitles
the holder to the security afforded by a registered
instrument whereby the Company has mortgaged,
conveyed or otherwise transferred the whole or part
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of its immovable property or any interest therein to
trustees upon trust for the benefit of the holders of
such debentures; or
(iv) any endorsement upon or transfer of any
debenture issued by any such Company; or
(v) any document other than the documents specified
in sub-section (1A) not itself creating, declaring,
assigning, limiting or extinguishing any right, title
or interest of the value of one hundred rupees and
upwards to or in immovable property, but merely
creating a right to obtain another document which
will, when executed, create, declare, assign, limit or
extinguish any such right, title or interest; or
(vi) any decree or order of a Court [except a decree
or order expressed to be made on a compromise and
comprising immovable property other than that which
is the subject-matter of the suit or proceeding]; or
(vii) any grant of immovable property by [Government];
or
(viii) any instrument of partition made by a Revenue-
Officer; or
(ix) any order granting a loan or instrument of collateral
security granted under the Land Improvement Act,
1871, or the Land Improvement Loans Act, 1883; or
(x) any order granting a loan under the Agriculturists,
Loans Act, 1884, or instrument for securing the
repayment of a loan made under that Act; or
(xa) any order made under the Charitable Endowments
Act, 1890 (6 of 1890), vesting any property in a
Treasurer of Charitable Endowments or divesting
any such Treasurer of any property; or
(xi) any endorsement on a mortgage-deed
acknowledging the payment of the whole or any
part of the mortgage-money, and any other receipt for
payment of money due under a mortgage when the
receipt does not purport to extinguish the mortgage; or
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(xii) any certificate of sale granted to the purchaser
of any property sold by public auction by a Civil or
Revenue-Officer.
Explanation.—A document purporting or operating to effect
a contract for the sale of immovable property shall not be
deemed to require or ever to have required registration
by reason only of the fact that such document contains
a recital of the payment of any earnest money or of the
whole or any part of the purchase money.
(3) Authorities to adopt a son, executed after the 1st day
of January, 1872, and not conferred by a will, shall also
be registered.”
--xxx--
49. Effect of non-registration of documents required
to be registered.—No document required by section 17
[or by any provision of the Transfer of Property Act, 1882
(4 of 1882)], to be registered shall—
(a) affect any immovable property comprised therein,
or
(b) confer any power to adopt, or
(c) be received as evidence of any transaction
affecting such property or conferring such power,
unless it has been registered:
[Provided that an unregistered document affecting
immovable property and required by this Act or the Transfer
of Property Act, 1882 (4 of 1882), to be registered may
be received as evidence of a contract in a suit for specific
performance under Chapter II of the Specific Relief Act,
1877 (3 of 1877) *** or as evidence of any collateral
transaction not required to be effected by registered
instrument.]”
51. Section 17(1)(b) prescribes that any document which purports or
intends to create, declare, assign, limit or extinguish any right, title or
interest, whether vested or contingent, of the value of one hundred
rupees and upwards to or in immovable property is compulsorily
registerable. Whereas, Section 49 prescribes that the documents
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which are required to be registered under Section 17 will not affect
any immovable property unless it has been registered.
52. The aforesaid has been emphatically laid down by this Court in Shyam
Narayan Prasad v. Krishna Prasad & Ors., reported in (2018) 7
SCC 646. The relevant observations are reproduced hereinbelow:-
“20. Section 17(1)(b) of the Registration Act mandates that
any document which has the effect of creating and taking
away the rights in respect of an immovable property must be
registered and Section 49 of the Registration Act imposes
bar on the admissibility of an unregistered document and
deals with the documents that are required to be registered
under Section 17 of the Registration Act. Since, the deed
of exchange has the effect of creating and taking away
the rights in respect of an immovable property, namely,
RCC building, it requires registration under Section 17.
Since the deed of exchange has not been registered, it
cannot be taken into account to the extent of the transfer
of an immovable property.”
(Emphasis supplied)

53. Even from the combined reading of the POA and the agreement to
sell, the submission of the appellants fails as combined reading of
the two documents would mean that by executing the POA along
with agreement to sell, the holder had an interest in the immovable
property. If interest had been transferred by way of a written document,
it had to be compulsorily registered as per Section 17(1)(b) of the
Registration Act. The law recognizes two modes of transfer by sale,
first, through a registered instrument, and second, by delivery of
property if its value is less than Rs. 100/-.
54. This principle was recently elaborated by the High Court of Karnataka
in Channegowda & Anr. v. N.S. Vishwanath & Ors., reported in
2023 SCC OnLine Kar 153. The relevant portion is reproduced as
under:-
“14. An attempt is made on behalf of the plaintiffs to
contend that the second plaintiff has sold the property
as a General Power of Attorney Holder and not as a
title holder. It is argued that the Power of attorney is not
compulsorily registrable. The submission is noted with
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care. Suffice it to note that a deed of power of attorney
is not one of the instruments specified under Section 17
of the Registration Act compulsorily registrable. However,
if a power has been created empowering the attorney to
sell the property i.e., if a document that gives a right to
the attorney holder to sell the immovable property, then
it would be a document creating an interest in immovable
property, which would require compulsory registration. In
the present case, the General Power of Attorney alleged
to have been executed by defendants 1 to 3 in favor of
the second plaintiff is coupled with interest i.e., power of
alienation is conferred but it is not registered. The Apex
Court in the SURAJ LAMP’s case has held that the General
Power of Attorney Sale, or Sale Agreements/Will do not
convey title and do not amount to transfer, nor can they be
considered valid modes of transfer of immovable property.
Therefore, it can be safely concluded that the declaration
of facts/statement of facts (affidavit) and General Power
of Attorney do not convey title. They are inadmissible in
evidence.”
(Emphasis supplied)

55. The High Court rightly held that even though the GPA and the
agreement to sell were contemporaneous documents executed by the
original owner in favour of the holder, this alone cannot be a factor to
reach the conclusion that she had an interest in the POA. Thus, even
though the GPA and the agreement to sell were contemporaneous
documents executed by the original owner in favour of the same
beneficiary, this cannot be the sole factor to conclude that she had
an interest in the subject-matter. Even if such an argument were to
persuade this Court, the document must have been registered as
per Section 17(1)(b) of the Registration Act. In the absence of such
registration, it would not be open for the holder of the POA to content
that she had a valid right, title and interest in the immovable property
to execute the registered sale deed in favour of appellant no. 2.
56. The practice of transferring an immovable property vide a GPA and
agreement to sell has been discouraged by the following observations
of this Court in Suraj Lamp (supra). The relevant observations are
reproduced hereinbelow:-
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“24. We therefore reiterate that immovable property can
be legally and lawfully transferred/conveyed only by a
registered deed of conveyance. Transactions of the nature
of “GPA sales” or “SA/GPA/will transfers” do not convey title
and do not amount to transfer, nor can they be recognised
or valid mode of transfer of immovable property. The courts
will not treat such transactions as completed or concluded
transfers or as conveyances as they neither convey title
nor create any interest in an immovable property. They
cannot be recognised as deeds of title, except to the limited
extent of Section 53-A of the TP Act. Such transactions
cannot be relied upon or made the basis for mutations
in municipal or revenue records. What is stated above
will apply not only to deeds of conveyance in regard to
freehold property but also to transfer of leasehold property.
A lease can be validly transferred only under a registered
assignment of lease. It is time that an end is put to the
pernicious practice of SA/GPA/will transactions known as
GPA sales.”
(Emphasis supplied)

iv. Effect of Suit for Injunction simpliciter
57. The appellants submitted that the answering respondent had not
challenged the validity of the GPA and the agreement to sell dated
04.04.1986 executed in favour of the holder and registered sale
deed dated 01.04.1998 executed in favour of appellant no. 2. The
appellants’ submission does not hold good, as the absence of a
separate suit for declaration or even a specific prayer to that effect
does not alter the legal position of either party in the facts of this
case. The legal standing of both parties remains unaffected, for want
of a distinct challenge to the instruments in question.
58. Where the question of title is “directly and substantially” in issue
in a suit for injunction, and where a finding on an issue of title is
necessary for granting the injunction, with a specific issue on title
raised and framed, a specific prayer for a declaration of title is not
necessary. As a result, a second suit would be barred when facts
regarding title have been pleaded and decided by the Trial Court. In
the present suit, the findings on possession rest solely on the findings
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on title. The Trial Court framed a categorical issue on the ownership
of the appellants herein. To summarize, where a finding on title is
necessary for granting an injunction and has been substantially dealt
with by the Trial Court in a suit for injunction, a direct and specific
prayer for a declaration of title is not a necessity.
59. Where a finding on an issue of title is not necessary for deciding the
question of possession and the grant of an injunction, or where no
issue on title has been framed to decide a suit for injunction, any
observation or decision on title would be incidental and collateral
and will not operate as res judicata. However, findings on an issue
of title in an earlier suit will operate as res judicata in a subsequent
suit where the question of title is directly and substantially in issue
in a suit for injunction.
60. In the case of Sajjadanashin Sayed MD. B.E. EDR. (Dead) by
LRS. v. Musa Dadabhai Ummer, reported in (2000) 3 SCC 350, this
Court laid down the test to decide when a case will fall in “directly
and substantially in issue” or “collaterally or incidentally in issue”.
The relevant observations are reproduced hereinbelow:-
“24. Before parting with this point, we would like to refer
to two more rulings. In Sulochana Amma v. Narayanan
Nair [(1994) 2 SCC 14] this Court held that a finding as
to title given in an earlier injunction suit would be res
judicata in a subsequent suit on title. On the other hand,
the Madras High Court, in Vanagiri Sri Selliamman Ayyanar
Uthirasomasundareswarar Temple v. Rajanga Asari [AIR
1965 Mad 355 : ILR (1965) 1 Mad 232] held (see para
8 therein) that the previous suit was only for injunction
relating to the crops. Maybe, the question of title was
decided, though not raised in the plaint. In the latter suit
on title, the finding in the earlier suit on title would not be
res judicata as the earlier suit was concerned only with
a possessory right. These two decisions, in our opinion,
cannot be treated as being contrary to each other but
should be understood in the context of the tests referred to
above. Each of them can perhaps be treated as correct if
they are understood in the light of the tests stated above.
In the first case decided by this Court, it is to be assumed
that the tests above-referred to were satisfied for holding
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that the finding as to possession was substantially rested
on title upon which a finding was felt necessary and in
the latter case decided by the Madras High Court, it must
be assumed that the tests were not satisfied. As stated
in Mulla, it all depends on the facts of each case and
whether the finding as to title was treated as necessary
for grant of an injunction in the earlier suit and was also
the substantive basis for grant of injunction. In this context,
we may refer to Corpus Juris Secundum (Vol. 50, para
735, p. 229) where a similar aspect in regard to findings
on possession and incidental findings on title were dealt
with. It is stated:
“Where title to property is the basis of the right of
possession, a decision on the question of possession
is res judicata on the question of title to the extent that
adjudication of title was essential to the judgment; but
where the question of the right to possession was the
only issue actually or necessarily involved, the judgment
is not conclusive on the question of ownership or title.””
(Emphasis supplied)

61. In Anathula Sudhakar v. P. Buchi Reddy (Dead) by LRs., reported
in (2008) 4 SCC 594, this Court expounded upon the question whether
a finding regarding title could be recorded in a suit for injunction.
The relevant observations are being reproduced below:-
“21. To summarise, the position in regard to suits for
prohibitory injunction relating to immovable property, is
as under:
(a) Where a cloud is raised over the plaintiff’s title and
he does not have possession, a suit for declaration and
possession, with or without a consequential injunction, is
the remedy. Where the plaintiff’s title is not in dispute or
under a cloud, but he is out of possession, he has to sue
for possession with a consequential injunction. Where
there is merely an interference with the plaintiff’s lawful
possession or threat of dispossession, it is sufficient to
sue for an injunction simpliciter.
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(b) As a suit for injunction simpliciter is concerned only with
possession, normally the issue of title will not be directly
and substantially in issue. The prayer for injunction will be
decided with reference to the finding on possession. But in
cases where de jure possession has to be established on
the basis of title to the property, as in the case of vacant
sites, the issue of title may directly and substantially arise
for consideration, as without a finding thereon, it will not
be possible to decide the issue of possession.
(c) But a finding on title cannot be recorded in a suit for
injunction, unless there are necessary pleadings and
appropriate issue regarding title (either specific, or implied
as noticed in Annaimuthu Thevar [Annaimuthu Thevar v.
Alagammal, (2005) 6 SCC 202] ). Where the averments
regarding title are absent in a plaint and where there is
no issue relating to title, the court will not investigate or
examine or render a finding on a question of title, in a suit
for injunction. Even where there are necessary pleadings
and issue, if the matter involves complicated questions
of fact and law relating to title, the court will relegate the
parties to the remedy by way of comprehensive suit for
declaration of title, instead of deciding the issue in a suit
for mere injunction.
(d) Where there are necessary pleadings regarding title,
and appropriate issue relating to title on which parties lead
evidence, if the matter involved is simple and straightforward,
the court may decide upon the issue regarding title, even
in a suit for injunction. But such cases, are the exception
to the normal rule that question of title will not be decided
in suits for injunction. But persons having clear title and
possession suing for injunction, should not be driven to
the costlier and more cumbersome remedy of a suit for
declaration, merely because some meddler vexatiously
or wrongfully makes a claim or tries to encroach upon
his property. The court should use its discretion carefully
to identify cases where it will enquire into title and cases
where it will refer to the plaintiff to a more comprehensive
declaratory suit, depending upon the facts of the case.”
(Emphasis supplied)
2078 [2025] 2 S.C.R.

Supreme Court Reports

62. We are conscious of the fact that the holder of POA did not choose
to register the agreement to sell executed by the original owner in her
favour. On this, we would like to underscore the observations of this
Court on the objective and advantages of registration in Suraj Lamp
(supra). The relevant excerpt has been reproduced hereinbelow:-
“Advantages of registration
15. In the earlier order dated 15-5-2009 [(2009) 7 SCC
363 : (2009) 3 SCC (Civ) 126] , the objects and benefits
of registration were explained and we extract them for
ready reference: (SCC p. 367, paras 15-18)
“15. The Registration Act, 1908 was enacted with the
intention of providing orderliness, discipline and public
notice in regard to transactions relating to immovable
property and protection from fraud and forgery of
documents of transfer. This is achieved by requiring
compulsory registration of certain types of documents and
providing for consequences of non-registration.
16. Section 17 of the Registration Act clearly provides
that any document (other than testamentary instruments)
which purports or operates to create, declare, assign, limit
or extinguish whether in present or in future ‘any right, title
or interest’ whether vested or contingent of the value of
Rs 100 and upwards to or in immovable property.
17. Section 49 of the said Act provides that no document
required by Section 17 to be registered shall, affect
any immovable property comprised therein or received
as evidence of any transaction affected such property,
unless it has been registered. Registration of a document
gives notice to the world that such a document has been
executed.
18. Registration provides safety and security to transactions
relating to immovable property, even if the document is
lost or destroyed. It gives publicity and public exposure
to documents thereby preventing forgeries and frauds
in regard to transactions and execution of documents.
Registration provides information to people who may
deal with a property, as to the nature and extent of the
[2025] 2 S.C.R. 2079

M.S. Ananthamurthy & Anr. v. J. Manjula

rights which persons may have, affecting that property.
In other words, it enables people to find out whether any
particular property with which they are concerned, has been
subjected to any legal obligation or liability and who is or
are the person(s) presently having right, title, and interest
in the property. It gives solemnity of form and perpetuate
documents which are of legal importance or relevance by
recording them, where people may see the record and
enquire and ascertain what the particulars are and as far
as land is concerned what obligations exist with regard to
them. It ensures that every person dealing with immovable
property can rely with confidence upon the statements
contained in the registers (maintained under the said
Act) as a full and complete account of all transactions by
which the title to the property may be affected and secure
extracts/copies duly certified.”
Registration of documents makes the process of verification
and certification of title easier and simpler. It reduces
disputes and litigations to a large extent.”
(Emphasis supplied)

G. CONCLUSION
63. For all the aforesaid reasons, we have reached the conclusion that
no error not to speak of any error of law could be said to have been
committed by the High Court in passing the impugned judgment.
64. As a result, the appeals stand dismissed. Parties shall bear their
own costs. Pending application(s), if any, stand disposed of.

Result of the case: Appeals dismissed.

†
Headnotes prepared by: Gaurav Upadhyay, Hony. Associate Editor
(Verified by: Shibani Ghosh)