What was the core question in Indira Devi v. Veena Gupta?

Whether the vendor’s contractual right to repurchase in a conditional sale deed was assignable, and if the assignee could seek specific performance.

Is a repurchase right personal to the original vendor?

Not by default. Unless the contract clearly makes it personal or non-assignable, the benefit can be assigned.

Can obligations be assigned along with the benefit?

Generally no, unless the other party consents. The case deals with assignment of benefit, not burden.

What relief did the Supreme Court grant?

It upheld the High Court, recognising the assignee’s right to enforce the repurchase clause through specific performance.

What is the student takeaway?

Benefits of a contract are assignable if it makes no difference to the promisor who receives performance; personal rights are exceptions.

Indira Devi v. Veena Gupta

Indira Devi v. Veena Gupta (2023)

Assignability of repurchase right in a conditional sale deed and specific performance by an assignee.

Court: SC Year: 2023 Citation: (2023) 8 SCC 124 Area: Contract / Property ~6 min read Author: Gulzar Hashmi India

Quick Summary

This case answers a practical question: can a repurchase right in a conditional sale deed be assigned to someone else, who then asks for specific performance? The Supreme Court said yes, unless the contract clearly makes the right personal or non-assignable. If it makes no difference to the promisor who tenders the money and takes the reconveyance, the benefit can pass to an assignee.

CASE_TITLE: Indira Devi v. Veena Gupta PRIMARY_KEYWORDS: repurchase right, assignment, specific performance SECONDARY_KEYWORDS: conditional sale deed, benefit of contract, non-assignable clause PUBLISH_DATE: 2025-11-01 AUTHOR_NAME: Gulzar Hashmi LOCATION: India Slug: indira-devi-v-veena-gupta

Issues

Is the vendor’s right to get the property back (repurchase right) assignable or is it a personal right only?
Can the assignee (Veena Gupta) enforce specific performance against the vendee (Indira Devi)?

Rules

Benefit of Contract is Assignable: If it makes no practical difference to the promisor who receives performance, the benefit can be assigned.

Repurchase Clause: A contractual right to repurchase is assignable unless the deed clearly says the right is personal or non-assignable.

Burden vs Benefit: Assigning obligations generally needs the other party’s consent. This case concerns assignment of the benefit.

Facts (Timeline)

Tenancy: Kaleshwar Prasad Singh is inducted as tenant by owner Kishore Lal Sahu.

1977: A conditional sale deed is executed in favour of Indira Devi for ₹5,000. Vendors may repurchase by July 1984 by paying back ₹5,000; till then, vendee cannot alienate.

Gift Deed: Kishore Lal gifts several properties to his daughter-in-law Veena Gupta for her care; includes the right to get the disputed property registered back on payment.

Readiness: Veena Gupta is ready and willing to pay ₹5,000 and seek reconveyance; Indira Devi refuses.

Suit & Appeals: Trial Court dismisses; First Appellate Court affirms; High Court reverses in favour of Veena Gupta. Indira Devi appeals to the Supreme Court.

Timeline of events in Indira Devi v. Veena Gupta

Arguments

Appellant (Indira Devi)

Repurchase right is personal to vendors; cannot be assigned.
Assignee cannot demand reconveyance or specific performance.
Gift deed cannot transfer such a personal right.

Respondent (Veena Gupta)

Clause is a benefit of contract and is assignable; deed has no bar.
It makes no difference to the vendee who tenders ₹5,000 and takes reconveyance.
Ready and willing to perform; seeks specific performance.

Judgment

The Supreme Court upheld the High Court. It ruled that the benefit of the repurchase clause was assignable because the deed did not make it personal or non-assignable. Since performance (accepting ₹5,000 and executing reconveyance) would be the same regardless of whether the vendor or the assignee tendered payment, specific performance could be enforced by the assignee.

Ratio Decidendi

If the benefit of a contract does not depend on the identity of the person enforcing it, it is assignable unless a clear term prohibits assignment. A repurchase right in a conditional sale deed is therefore assignable, while assignment of the obligation would need consent.

Why It Matters

Confirms market-friendly rule: benefits travel unless clearly restricted.
Guides drafting: add an explicit non-assignability clause if intent is to keep it personal.
Clarifies specific performance for assignees in property reconveyance cases.

Key Takeaways

Repurchase right = assignable benefit unless deed says otherwise.
Assignee may seek specific performance if ready and willing.
Assignment of obligations needs the other party’s consent.

Mnemonic + 3-Step Hook

Mnemonic: “BAR Test” — Benefit Assigns, Restrictions control.

B — Benefit? Is it only a benefit (not burden)? If yes, assignable.
A — Any bar? Check deed for “personal”/“non-assignable” words.
R — Ready & willing: Assignee must show readiness for performance.

IRAC Outline

Issue: Whether the repurchase right was assignable and enforceable by the assignee.

Rule: Benefits of a contract are assignable unless expressly personal/non-assignable; obligations need consent.

Application: Deed had no bar; performance was identical; assignee was ready and willing.

Conclusion: Assignment valid; assignee entitled to specific performance; appeal dismissed.

Glossary

Assignability: Transfer of a contractual benefit to another person.
Specific Performance: Court order directing a party to perform the promised act (e.g., execute a sale deed).
Conditional Sale Deed: Sale with conditions, like a right to repurchase within a time limit.