High Court
Case Details
RFA 52/2001 BEFORE HON’BLE MRS. JUSTICE ANIMA HAZARIKA JUDGMENT AND ORDER The appellants herein are the defendants in Title Suit No.50/1999 on the file of the learned Assistant District Judge (Senior Division), Morigaon, have assailed the judgment and decree dated 07.02.2001, whereby and whereunder the le arned trial Court decreed the suit, directing the defendants to perform the spec ific performance of contract by taking the building of the plaintiff on lease in terms of Ext 1 dated 05.10.1998 and on failure to do so shall pay a compensatio n amounting to Rs.5,96,230/- (Rupees five lakhs ninety six thousand two hundred and thirty) only in terms of details given in the schedule ’a’ to ’I’ of the pla int for wrongful breach of contract along with interest @ 18% per annum from the date of filing of the suit till the date of realization of the decreetal amount . 2. heard Mr. A Sattar, learned counsel appearing on behalf of the respondent. Heard Mr. BR Dey, learned Senior counsel assisted by Mr. KK Nandi. Also 3. In order to adjudicate the matter both effectually and completely, it wo uld be proper to appreciate the pleadings of the parties, their respective claim s and counter claim alongwith the documents exhibited and proved during the tria l and the argument advanced in the instant appeal on behalf of the parties. 4.
Legal Reasoning
The respondent herein as plaintiff brought a suit being Title Suit No.50 of 1999 in the court of the learned Additional District Judge, (Sr. Divn.) Mori A declaration that the defendants are required to perform their part of gaon against the defendants seeking the following releifs;- (cid:28)a) contract by taking the building on lease as per the terms mentioned in their let ter dated 05.10.98; b) A declaration that the rescission/reverting back of the defendan t from their commitment to take the building on lease is highly illegal and wron gful as the plaintiff has spent a huge amount in performing his part of the cont ract; A decree for Rs.6,12,790/- as compensation for such wrongful bre ach of contract as per details given in the schedule in case the defendants fail c) to take the building on lease; d) interest @ 18% per annum from the date of filing of the suit til l the date of realization of the decreetal amount; cost of the suit; Any other relief or reliefs to which the plaintiff may be deemed e) f) entitled to in law and equity. (cid:29) 5. The basis of claiming the reliefs in the suit is that the plaintiff owns an RCC building situated at ward No.4 of Morigaon town whereof the defendants are carrying on their business at Morigaon and in order to expand their busines s they require a new accommodation wherefor the defendant Nos.2 and 3 visited t he plaintiffs’ building and on being satisfied with the accommodation, the defen dants requested the plaintiff to make an offer of the building which the plaint iff did on 03.07.1998 and in consequence thereof the defendant No.3 after formal discussion with the high-ups including the plaintiff and after taking approval on the offer of the plaintiff for leasing out the building accepted the offer by letter dated 05.10.1998 on certain terms and condition such as that the floor area shall be 3383 sq. ft. with the rate of rent @ Rs.2.50/- per Sq. Ft. and the period of lease shall be 3 (three) years from the date of occupation. Apart fro m that the plaintiff shall have to provide an additional space of about 1000/150 0 sq. ft. by its generation in the same building positively within 2 months. The said communication dated 05.10.1998 has further stipulated that the plaintiff w ould provide 24 hours running water, shed for two wheelers, provision for parki ng space, sanitation, etc. including power connection of 25 KVA capacity in the building agreed to take on lease. The plaintiff in order to make the building f it for office purposes and in terms of specification has to change and alter th e inner walls of various rooms by demolishing the existing walls to facilitate s pace for all modern amenities such as place for Air Conditioner, Printer and mo nitor, etc for which the plaintiff has to incur additional expense and when th e work was in progress the defendant No. 2 received a letter from the higher of ficial on 20.10.1998, wherein it was directed to pursue the matter with the pla intiff to get sanction of electricity for a total load of 19 KW including the MP B system instead of 25 KVA as agreed upon in the letter dated 05.10.1998 and acc ordingly wiring work was done in the proper place of the building as per specifi cation made by the defendant Nos.2 and 3 vide their letter dated 20.10.1998. The building was almost complete for possession and accordingly on 05.01.1999 the p laintiff wrote a letter to the defendants that save and except the toilet in the 2nd floor, scooter shed, railing of the stair case and the painting of the 2nd floor, the building is ready for possession seeking Rs.40,000/- for connection of a load of 19KW of electricity. But the defendants failed to pay the amount a s sought for and the plaintiff somehow deposited an amount of Rs.30,760/- on 18. 01.1999 to ASEB for connection of load of 19 KW of electricity. However, the plaintiff received a letter on 13.01.1999 from the defendant No.2, wherein it ha s been specifically stated that on verification of the building on 11.01.1999, it was found that the building is not completed in many respect raising some ad ditional thing which was not in the items of specification but by the said lette r dated 13.01.1999 the defendants have asked to complete item Nos.1 to 7 within three days, i.e. latest by 16.01.1999 and accordingly, completed the items withi n the time, but ASEB sanctioned the load only on 18.01.1999 and thus the build ing was ready for handing over to the defendants on 18.01.1999. But instead of t aking over the possession of the building, the defendants issued a letter dated 23.01.1999 informing their inability to take the building on lease as agreed upo n and on receipt of the letter dated 23.01.1999 the plaintiff issued a formal co mmunication on 25.01.1999 to the defendant No. 3 depicting the entire facts req uesting to take the building on lease but the defendants refused to accede the proposal of the plaintiffs made on 25.01.1999 and thereby the plaintiff had su ffered a considerable loss and damages as the building so made is not fit for any other purposes and hence, the suit seeking the reliefs as indicated above. On receipt of the summons, the defendants entered their appearance by fi 6. ling written statement. The defendants before giving reply to the averments made in the plaint raised preliminary objection regarding the maintainability of the suit since there was no contract in the letter dated 05.10.1998 wherein it has been specifically mentioned that the lease agreement is to be finalised and the building is to be leased out within two months but the plaintiff has miserably f ailed to perform his part and as there was no contract, the question of specific performance of contract cannot arise. In the letter dated 05.10.1998, it has be en specifically mentioned that the lease would be for a period of three years an d section 107 of the Transfer of Property Act mandates that such lease can be ma de only by a registered instrument and in absence of lease agreement between the parties the question of contract does not arise and in absence of contract no c ause arose for the suit, which, however, was rejected under order 7 Rule11 (a) o f the Code of Civil Procedure. 7. The defendants have further averred taking the usual pleas available und er Order 8 of the Code of Civil Procedure contending inter alia that the letter dated 05.10.1998 makes it clear that the lease agreement is to be finalised and the building is to be leased out within two months, but the plaintiff has misera bly failed to perform his part of contract. Moreover, the money spent by the pla intiff for renovation and construction of building was at his own risk and respo nsibilities and it is the duty of the plaintiff to make his building fit for of fice for his own benefit and the defendants do not admit the amount incurred, a s no supporting document has been furnished by the plaintiff along with the pl aint and the plaintiff had failed to install 25 KVA electricity within two mont hs i.e. by 10.12.1998 as per the letter dated 10.10.1998. The expenditure incurr ed are necessary for the benefit of the plaintiff for getting better rent and t he plaintiff has failed to deliver the building within the extended time too, w hereof the plaintiff vide letter dated 11.01.1999 informed the Branch Manager that the building is ready for possession but on visit it is found that 50% work of the lavatory in the 2nd floor has not been completed, 90% painting works le ft undone, electrical wiring incomplete, fitting of glasses in the windows inc omplete, fixing of doors in the 2nd floor incomplete, one security door of coll apsible gate in the rear side of the building yet to be fitted and the power line has not yet been obtained. Consequent thereto, the Branch Manager by lett er dated 20.01.1999 informed the Sr. Divisional Manger that the plaintiff has no t completed the various works as required. Thereafter the Sr. Divisional Manage r sent a team on 21.01.1999 to inspect the building wherein it is found that th e building is incomplete and submitted its report on 22.01.1999 and on the same day, the Sr. Divisional Manager informed the Branch Manager, Morigaon refusing t o take possession of the building since the plaintiff has failed to complete th e building as per requirement of the defendants for holding over the building for their own office and hence prayed for dismissal of the suit alongwith co sts. 8. learned trial court: - On the pleadings of the parties the following issues were framed by the 1. 2. 3. 4. 5. for? Is there any cause of action for the suit? Is the suit maintainable in its present form? Is there any valid contract in the eye of law? Whether the plaintiff is entitled to a decree as prayed To what relief or reliefs the parties are entitled? In order to substantiate the claim and counterclaim of the contesting parties th e plaintiff has examined two witnesses and exhibited certain documents, whereas the defendants have examined two witnesses and pressed into services certain doc uments. 9. The moot question arose before the learned trial court as to whether Ext . I dated 05.10.1998 is a contract in the eye of law between the parties and if it is a contract between the parties then whether the plaintiff is entitled to a decree as prayed for which is covered in issue No. 3 and 4. Admittedly the defe ndants were searching for a new accommodation for carrying out their business at Morigaon town. Therefore the defendants visited and inspected the building of t he plaintiff and expressed their willingness to take the building on lease and a ccordingly requested the plaintiff to submit an offer. The plaintiff submitted a n offer vide Ext ’Ka’ on 03.07.1998 through the defendant No. 2 giving the detai ls of specification and particulars of the building alongwith the expected rate of rent. The defendants accepted the proposal of offer of the plaintiff followe d by a letter dated 05.10.1998 vide Ext. I agreeing to take the building of the plaintiff on rent by fixing the rate of rent @ Rs.2.50/- per sq. ft. for a perio d of three years from the date of accommodation. In the said letter dated 05.10. 1998 vide Ext. I the requirement of the defendants have been specified that they required only 3,383 sq. ft. area in the first floor including an additional sp ace of about 1000/1500 sq. ft. for its generation in the same building positivel y within two months coupled with all other amenities such as 24 hours running wa ter, shed for two wheelers, provision for parking space, sanitation along with p ower connection of 25 KVA capacity whereof the plaintiff vide letter dated 10.10 .1998 (vide Ext. ’Kha’) agreed to lease out the building to the defendants in terms of letter dated 05.10.1998 vide Ext. I. 10. The offer dated 05.10.1998 (Ext. I) and its acceptance vide letter dated 10.10.1998 (Ext. ’Kha’) makes the plaintiff to complete the work within the sp ecified period in order to enable the defendants to take the building on lease . The evidence on record, more particularly, the evidence of PW 1 and PW 2 would show that they had to change and alter the inner walls of the various rooms of the 1st floor by demolishing the existing walls as per requirement of the defend ants as and when they visited the site of the building and directed for such add ition, alteration and demolition of walls for getting suitable rooms as per thei r choice and need with modern amenities such as place for installation of Air Co nditioner, Printer and monitor, etc. It has also come to light in the evidence o f PW 2 that some additional works are required to be done besides the works ment ioned in Ext. I, such as, fitting glass in the room of the Branch Manager, cante en, lady’s toilet, etc. wherefor he had to do all the addition and alteration as per desire of the defendant Nos.2 and 3. It has also been brought on record by PW 1 that during the construction of additional space of 1500 sq. ft. in the 2nd floor and when the preparation for obtaining 25 KVA capacity electricity was in progress, the defendant No.2 received a letter Ext 2 from the defendant No.3 on 20.10.1998 to pursue the matter with the PW 1 to get sanction of electricity, o nly for a total load of 19 KW including NPB system with FEAP instead of 25 KVA a s demanded vide Ext.I which has been communicated to the plaintiff vide Ext.4 fo r which the electric wiring is required to be completed in terms of Ext.4 and co nsequently thereupon PW 1 deposited the amount for electricity connection vide Ext. 7. Ext. 6 is the sanctioning letter of ASEB. Plaintiff deposited an amount of Rs.30,760/- as load security. Ext.8 is the receipt of depositing the amount t o ASEB. But when all the works are nearing completion, the plaintiff was informe d by the defendant No.2 vide Ext. 9 on 13.01.1999 about the non-completion of th e work without inspection of the site of the building. 11. When the defendant No.2 issued the communication on 13.01.1999 (Ext. 9) informing the plaintiff that the building has not yet been completed in all resp ect as the seven (7) works mentioned therein are required to be completed, thoug h in the meantime the assurance given on 05.01.1999 to the Divisional Office th at the building would be completed and handed over on 09.01.1999 failed, and on 11.01.1999 the promise made that the building would be handed over had also be en failed and in the above background, the plaintiff was asked to complete the works (from item Nos. 1 to 7) inclusive of getting the line charged latest by 1 6.01.1999 and failure of which, the defendants afraid that it may not be possibl e to take possession of the building. In fact, the building was completed within the specified period of 16.0 12. 1.1999 but the electric connection was given on 18.01.1999 by the ASEB which is beyond the control of the plaintiff, wherefor he sent a letter vide Ext. 13 to defendant No.3 to take the building on 19.01.1999. But the defendant No.2 on 23 .01.1999 vide Ext.10 informed the plaintiff about their unwillingness to take ov er the building on lease to which the plaintiff issued a reply on 25.01.1999 (E xt. 11) to defendant No.3 with a request to take the building but the defendant s did not pay any heed. Rather the defendants prepared a report Ext. ’Chha’ date d 22.01.1999 without visiting and inspecting the building of the plaintiff. Ext ’Chha’ i.e. the report prepared by the defendants was not addressed to any body, which, however, was admitted both by DW 1 and DW 2. In cross-examination, the D W 1 deposed that they visited the site of the building of the plaintiff on 21.01 .1999 in order to prepare Ext. ’Chha’ but did not inform the plaintiff of their visit on 21.01.1999 which disclosed that to frustrate Ext. I the report was p repared. 13. Moreover, the evidence on record would disclose that after receiving Ex t. ’Gha’ dated 13.01.1999, the plaintiff wrote a letter vide Ext. 13 to Senior Divisional Manger, LICI, Guwahati Divisional Office on 19.01.1999 informing that the building was completed in all respect. DW 1 too admitted that he received t he letter on 20.01.1999 and Ext. 13(1) is his signature but after receiving the Ext. 13 he did not give any reply to the plaintiff. The evidence adduced by DW 2 would disclose that Ext. 2 was signed by him but he did not write the contents of Ext. 2. By that letter he instructed the Branch Manager to get sanction fr om local electrical authority for a total load of 19 KW at the earliest point of time but he did not know as to whether the Branch Manger, LICI, Morigaon ha d acted upon his letter dated 20.10.1998 or not. DW 2 in his cross-examination a dmitted that he did not write any letter either to the plaintiff or Branch Manag er, LICI, Morigaon office that they are going to inspect the building of the pla intiff on the date fixed. He has further admitted that before writing Ext. ’Chha ’ on 22.01.1999 and after 20.01.1999 he has not written any letter to the plaint iff to be present on the date of inspection at the site of the building. 14. In view of the above background, the learned trial court has held that i n pursuance to the proposal of the plaintiff vide Ext. ’Ka’ dated 03.07.1998 and the acceptance of the offer and the proposal of the plaintiff, the defendant ac cepted vide Ext. I dated 05.10.1998, the plaintiff has incurred huge expenditure in addition, alternation and construction of the building to make it fit for of fice accommodation of LICI, Morigaon Branch office as per their requirement made from time to time. The defendants by their act has breached the acceptance of t he proposal vide Ext. I dated 05.10.1998 and thereby put the plaintiff in loss whereby he had to incur huge expenditure for arrangement of extra load of elec tricity, shed for two wheelers, provision of spaces, extra ordinary sanitation a rrangement, wear and tear as per direction of the defendants which clearly prov es that the plaintiff has performed his part of the contract to put the buildin g on lease as per requirement of the defendants but the defendants have faile d to perform their part by taking the building on lease for their office accomm odation of Morigaon Branch and hence it has been held that it is a contract in the eye of law and accordingly answered the issue Nos.3 and 4 in the affirmati ve. The learned trial court while deciding the issue Nos.1 and 2 has held th 15. at in pursuance to Ext. I dated 05.10.1998 the plaintiff did all the works menti oned in Ext. I by making addition and alteration in the first floor of the build ing for which construction works had already been completed as per requiremen t of the defendant by incurring a huge expenditure thereof but the defendants instead of taking over the building on lease issued a letter vide Ext. 10 wher ein they informed that they would not take the building on lease whereof the ca use of action arose seeking a decree against the defendants to perform their p art of contract by taking over the building on lease as per terms and conditio ns mentioned in the letter dated 05.10.1998 (Ext. I). Alternatively, the plainti ff has sought a decree for compensation for the loss incurred by him for breach of contract and accordingly decided the issue Nos.1 and 2 in the affirmative. 16. In regard to issue No.5, the learned trial court has held that since the issue Nos.3 and 4 have been answered in the affirmative in view of offer of the plaintiff and acceptance by the defendants vide letter dated 05.10.1998 Ext. I, the plaintiff has performed his part of contract in order to make the building fit for office accommodation as per requirement wherefor the plaintiff had to s uffer a considerable loss as the building so made is not fit for any other purp ose other than the purpose of accommodating an office of such nature for which i t was made because of failure of the defendants to take the building on lease, m ore so, when the plaintiff could not rented out the building to any private pers on or organisation as it was not made of their choice and accordingly held the issue in affirmative holding that the suit is decreed and defendants are requir ed to perform their part of contract by taking the building of the plaintiff on lease as per the terms mentioned in their letter of acceptance dated 05.10.1998 (Ext. I). Alternatively directed that if the defendants fail to take the buildi ng on lease, the defendants shall pay an amount of Rs.5,96,230/- (Rupees Five La khs Ninety Six Thousand Two Hundred and Thirty) only as compensation as per deta ils given in schedule a, b, c, d, e, f, g, h and i of the plaint for their wrong ful breach of contract including interest @ 18% P.A. from the date of filing of the suit to till the date of realisation of the decretal amount wherefor the ju dgment and decree has been assailed before this Court and titled as Regular Fi rst Appeal No. 52 of 2001. Criticising the judgment of the learned trial court, Mr. Dey, learned Se 17. nior counsel appearing for the defendants appellants (LICI) would contend that a reading of Ext. I dated 05.10.1998, Ext. ’Ka’ dated 03.07.1998 and Ext ’Kha’ da ted 10.10.1998 amply demonstrate that the plaintiff is required to provide addit ional space with all other amenities in terms of Ext. I within the time agreed u pon where time is distinctly the essence of contract and the plaintiff having fa iled to complete the building within the extended time by 16.01.1999 by letter d ated 13.01.1999 vide Ext. 9, the appellants are within the power to rescind it, when the lessor has broken the contract by not putting the lessee in possessio n on the date agreed upon and as such the decree for specific performance of co ntract to perform their part of contract by taking the building of the plaintiff on lease as per terms mentioned in Ext. I dated 05.10.1998 is without jurisdict ion requiring interference under the appellate jurisdiction. 18. Mr. Dey, learned Senior counsel would contend that the defendants have i ssued notice to the existing landlord on 05.11.1998 that the LICII would vacate the premises by 20.01.1999 wherefor the plaintiff by letter dated 05.01.1999 in formed the appellants that he will handover the building on 09.01.1999 but he h as failed, even though by letter dated 13.01.1999 (Ext. 9) asked the plaintiff t o handover the possession by 16.01.1999 or else it would not be possible to ha ndover the building to the present landlord as agreed upon, but the plaintiff h as failed to handover the building on lease on 16.01.1999 because he paid the a mount of electrical charge of 19 KV connection only on 18.01.1999 (Ext. 8) and t he report Ext. ’Chha’ dated 22.01.1999 has been disbelieved wherein the plaint iff has failed to hand over the building within the time agreed upon and as s uch the impugned judgment and decree is liable to be interfered with under app ellate jurisdiction. 19. Mr. Dey would further contend that the specific performance of contact i s a discretionary matter evolved on the equity but the learned trial court has misread the evidence on record which would go to show that the plaintiff has failed to perform his part of the contract within the time agreed upon and ther eby forfeits his right seeking compensation whereas no documentary proof of expe nditure incurred by the plaintiff has been led thereof and hence the direction t o pay an amount of Rs.5,96,230/- as compensation is without jurisdiction requiri ng interference by the appellate court, more so, when there is no expected los s of rent for three years. 20. for the plaintiffs/respondents has relied upon the following decisions;-
Legal Reasoning
In support of his submission, Mr. Dey, learned Senior counsel appearing i) (1984) 2 SCC 719, Life Insurance Corporation of India -vs- Raja Vasireddy Komalavalli Kamba & Ors. ii) (1988) 2 SCC 488, Smt. Indira Kaur and others -vs- Sheo Lal Kapoor, iii) Pandurang Ganpat Tenawada -vs- Ganpat Bhairu Kadam and others. AIR 1997 SC 463, iv) 2000 (1) GLR 17, United Assam Company -vs- State of Assam and others. In the case of Life Insurance Corporation of India (supra), the Hon’ble Apex Court held that mere receipt and retention of premia until after the death of the appellant or mere preparation of the policy document is not acceptance an d therefore, do not give rise to a contract. The general rule is that the contra ct of insurance will be concluded only when the party to whom an offer has been made accepts it unconditionally and communicate his acceptance to the person mak ing the offer. Whether the final acceptance is that of the assured or insurers, however, depends on the way in which negotiations for an insurance have progress ed. Mere delay in giving an answer cannot be construed as an acceptance. Though in certain human relationships silence to a proposal might convey acceptance but in the case of insurance proposal, silence does not denote consent and no bindi ng contract arises until the person to whom an offer is made says or does someth ing to signify his acceptance. There is no denial to the above proposition of law. In the instant case, offer and acceptance writ large in the action of the parties concerned that the re was a contract between the parties. In the case of Smti Indira Kaur (supra), the Apex Court held that in cas e of contract of sale under Section 54 of the Transfer of Property Act, 1882 tim e is not of the essence of the contract where reciprocal promise not made by way of a concession. In the instant case in hand, a reading of the entire evidence on record more particularly Ext 9 dated 13.01.1999 speaks of time extended for four (4) ti mes by the defendants which means time is not of the essence of the contract. Th e defendants by their own conduct waived their right to claim that time is the e ssence of contract because the defendants extended the time and therefore, it ca nnot be said that time is the essence of the contract. In the case of Pandurang Ganpat Tenawada (supra), the Apex Court held th at buyer not only averred but also proved that he was ready and willing to perfo rm his part of contract as required under Section 16(c) of Specific Relief Act a nd thus suit for specific performance filed by the appellant was decreed subject to the appellant depositing in the trial Court the enhanced amount as fixed by the Apex Court within time frame. There is no denial to the above proposition of law. The plaintiff in the present case has done his part within the extended period of time as has been a llowed by the defendants. The case of United Assam Company (supra) is with regard to the Governmen t contract wherein offer made by the Government to the petitioner to accept the award of the contract of Rs.10.57 per LPL. Petitioner accepted the offer by impo sing certain conditions that his case for enhancement of the rate must be consid ered by the authority but the offer so made was not accepted. The court, therefo re, held in that circumstances, no contract came into existence. The decision of United Assam Company (supra) is not applicable in the in stant case, inasmuch as, the case is regarding offer and acceptance of a contrac t by the government under Assam Excise Act and Rules. 21. In reply to the argument advanced by the learned counsel of the defendan ts/appellants, Mr. Sattar, learned counsel appearing for the respondent/plainti ff would contend that the offer vide Ext ’ka’ dated 03.07.1998 and the approval letter dated 05.10.1998 vide Ext. I and the acceptance vide letter dated 10.1 0.1998 makes it clear that the offer and acceptance has received statutory recog nition and every transaction is to be received as a contract between the parties . The plaintiff accordingly constructed the building within the time as specifie d. Since time was not the essence of contract in view of extension of time by th e appellants defendants and the refusal to take the building on lease put the pl aintiff on loss which require no interference and the appeal deserves to be dism issed. 22. Considered the submissions made by the parties. Perused the pleadings an d the evidence on record. Now, the questions required to be answered are; (a) w hether a suit for specific performance of contract would lie as decreed, (b) whe ther time is the essence of contract and (c) whether the plaintiff is entitled t o compensation for breach of contract. 23. On account of the breach of contract on the part of the plaintiff himsel f, as discussed hereinabove, he cannot now seek the remedy for specific performa nce of contract. In the instant case, the learned court decreed the suit of the plaintiff directing the defendants appellants to perform their part of contract by taking the building of the plaintiff on lease as per terms mentioned in thei r letter of acceptance dated 05.10.1998 (Ext I). In view of the above, a decree for specific performance of contract cannot be passed. 24. Admittedly, Ext-I dated 05.10.1998 speaks of offer dated 03.07.1998, Ext ’Ka’, which has been approved by the competent authority subject to certain ter ms and conditions including the condition that plaintiff has to provide the defe ndants additional space of about 1000/1500 sq. ft. by its generation in the same building, within 2 (two) months positively followed by confirmation dated 10.10 .1998 vide Ext. ’Kha’. The building could not be handed over within the specifie d time of 2 (two) months. By Ext. 5 dated 05.01.1999, the plaintiff assured to c omplete the building and hand it over by 09.01.1999 and the appellants on verifi cation have found that the building is not ready for possession. Therefore, vide Ext.9 dated 13.01.1999, time was extended initially upto 28.12.1998, 09.01.1999 , 11.01.1999 and 16.01.1999. However, plaintiff failed to complete the building. But on 18.01.1999 the building was ready for handing over and then came the can cellation letter vide Ext.10 dated 23.01.1999 whereby the defendants/appellants rescinded the contract. A reading of the entire evidence on record, more particu larly, Ext. 9 dated 13.01.1999 speaks of time extended for four (4) times by the defendants, which means time is not the essence of the contract. The defendant s by their own conduct waived their right to claim that the time is the essence of contract because the defendants extended the time and therefore, it cannot be said that time is the essence of the contract. 25. On the other hand, by actions of the defendants/appellants the plaintiff has incurred loss by way of huge expenditure in completing the building as per requirement of the letter dated 05.10.1998 for accommodation for office purpos e and thereby incurred loss as shown in details at ’a’ to ’i’ of the schedule of the plaint. Admittedly Ext. ’Ka’, Ext I and Ext ’Kha’ makes it clear that every transaction between the parties is to be recognised as a contract, in its ultim ate analysis resolved itself into a proposal and its absolute and unqualified ac ceptance. In the instant case there is a proposal and acceptance and accordingly the plaintiff has completed the building as per requirement of the defendants/a ppellant after spending huge amount in order to put the building on lease. Howev er, the defendants rescinded the contract putting the plaintiff on loss and ther efore the plaintiff is entitled to a decree for compensation as has been rightly held by the learned trial court. 26. In view of the foregoing discussions and taking into consideration the d ecisions cited on behalf of the appellants, the decree for specific performance of contract by the defendants/appellants to take the building on lease for three years in terms of Ext. I dated 05.10.1998 is set aside and quashed. However, th e plaintiff is entitled to get the compensation amounting to Rs.5,96,230 (Rupees Five Lakhs Ninety Six Thousand Two Hundred and Thirty) only as per details give n in the schedule of the plaint viz, a, b, c, d, e, f, g, h, and i for putting t he plaintiff on loss by rescinding the contract along with interest @ 6% p.a. fr om the date of filing of the suit till realisation of the decreetal amount. 27. Accordingly, the appeal is partly allowed by setting aside the first par t of the decree relating to specific performance of contract directing the defen dants/appellants to take the building on lease for three years. However, the alt ernative prayer relating to compensation in terms of schedule a, b, c, d, e, f, g, h and i of the plaint is affirmed subject to the modification of the rate of interest from 18% to 6% per annum from the date of filing of the suit till reali sation of the decreetal amount. 28. 29. The parties are left to bear their own costs. Send down the lower court record.