Section 15 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 15 lists the persons who can ask for specific performance of a contract. The first is any party to it. The rest are representatives, persons beneficially entitled under family arrangements, remaindermen and reversioners, and the successor companies and limited liability partnerships that take over a contracting entity.
This article follows the consolidated text of the Act consulted (amendments shown up to Act 18 of 2018). Later amendments should be checked before you rely on any provision.
Except as otherwise provided in Chapter II, specific performance may be obtained by (a) any party, (b) the representative in interest or the principal of a party, subject to a proviso about personal qualities and non-assignment, (c) persons beneficially entitled under a marriage settlement or a family compromise, (d) a remainderman, (e) and (f) reversioners, (fa) the new limited liability partnership after an amalgamation (inserted in 2018), (g) the new company after an amalgamation, and (h) a company for a pre-incorporation contract it has accepted.
The opening words
"Except as otherwise provided by this Chapter, the specific performance of a contract may be obtained by" the persons listed. The phrase "except as otherwise provided by this Chapter" means that the bars in sections 14 and 16 and the other limits in Chapter II still apply to every person on the list. Our post on section 14 deals with contracts that cannot be specifically enforced.
If a company, firm or family is trying to enforce or resist a contract and the identity of the proper claimant is unclear, you can discuss the claim with our commercial suit filing team before any step is taken.
Clause (a): any party
"any party thereto". The party to the contract has the first right. Nothing more is needed to explain it, but note that the right is still subject to section 16, the personal bars covered in our article on readiness and willingness.
Clause (b): representative in interest or principal, and its proviso
"the representative in interest or the principal, of any party thereto". The representative in interest steps into the shoes of the party, for instance a successor to the party's interest. The principal is the person on whose behalf the party acted; for the agent and principal relationship see our post on the Indian Contract Act, 1872 on agent and principal.
The proviso cuts back clause (b) in two situations: "where the learning, skill, solvency or any personal quality of such party is a material ingredient in the contract, or where the contract provides that his interest shall not be assigned". In either case, "his representative in interest or his principal shall not be entitled to specific performance of the contract, unless such party has already performed his part of the contract, or the performance thereof by his representative in interest, or his principal, has been accepted by the other party."
So there are two triggers (personal quality as a material ingredient, or a clause barring assignment) and two ways out (the party has already performed his part, or the other party has accepted performance by the representative or principal). An invented example: Anita, a designer, contracts to create a bespoke interior for a client because of her particular skill. If she dies, her heir cannot demand that the client accept performance by someone else, unless Anita had already completed her part or the client has accepted the heir's performance.
Clause (c): marriage settlements and family compromises
"where the contract is a settlement on marriage, or a compromise of doubtful rights between members of the same family, any person beneficially entitled thereunder". The person need not be a signatory: anyone who is beneficially entitled under the settlement or compromise may sue. For "settlement" in the Act's own definition (an instrument disposing of successive interests in property), see sections 1-2. A related practical topic is covered in our post on registration of settlement deeds.
Clause (d): the remainderman
"where the contract has been entered into by a tenant for life in due exercise of a power, the remainderman". A tenant for life has an interest for his lifetime. If he entered into the contract in due exercise of a power, the person who takes after him (the remainderman) may obtain specific performance.
Clauses (e) and (f): reversioners
- (e) "a reversioner in possession, where the agreement is a covenant entered into with his predecessor in title and the reversioner is entitled to the benefit of such covenant".
- (f) "a reversioner in remainder, where the agreement is such a covenant, and the reversioner is entitled to the benefit thereof and will sustain material injury by reason of its breach".
The difference is that a reversioner in possession needs only to be entitled to the benefit of the covenant made with his predecessor in title. A reversioner in remainder must, in addition, show that he "will sustain material injury by reason of its breach".
Clause (fa): amalgamated limited liability partnership
"when a limited liability partnership has entered into a contract and subsequently becomes amalgamated with another limited liability partnership, the new limited liability partnership which arises out of the amalgamation." This clause is printed in square brackets with a footnote: "Ins. by Act 18 of 2018, s. 6 (w.e.f. 1-10-2018)." For the Act on limited liability partnerships, see our post on LLP Act, 2008, sections 61-62 on arrangements, reconstruction and amalgamation.
Clause (g): amalgamated company
"when a company has entered into a contract and subsequently becomes amalgamated with another company, the new company which arises out of the amalgamation". It is the company counterpart of clause (fa). The new company that arises out of the amalgamation can sue on the contract the old company made.
Clause (h) and its proviso: pre-incorporation contracts
"when the promoters of a company have, before its incorporation, entered into a contract for the purposes of the company, and such contract is warranted by the terms of the incorporation, the company". The proviso adds: "Provided that the company has accepted the contract and has communicated such acceptance to the other party to the contract."
Two conditions apply: the contract must be warranted by the terms of the incorporation, and the company must have accepted it and communicated acceptance to the other party. Our posts on pre-incorporation and preliminary contracts and on how to ratify pre-incorporation contracts explain the practical steps.
| Clause | Who may obtain specific performance | Condition |
|---|---|---|
| (a) | Any party | None beyond Chapter II |
| (b) | Representative in interest or principal | Proviso: not where personal quality is material or assignment is barred, unless part performed or performance accepted |
| (c) | Person beneficially entitled | Contract is a marriage settlement or a family compromise of doubtful rights |
| (d) | Remainderman | Tenant for life contracted in due exercise of a power |
| (e) | Reversioner in possession | Covenant with predecessor in title; entitled to the benefit |
| (f) | Reversioner in remainder | Same, and will sustain material injury by breach |
| (fa) | New limited liability partnership | After amalgamation (inserted 2018) |
| (g) | New company | After amalgamation |
| (h) | The company | Pre-incorporation contract warranted by incorporation terms; accepted and acceptance communicated |
Practical points for businesses
When a company merges, check that the contracts of the merged entity are in the name of the new entity or can be shown to pass to it. When promoters sign before incorporation, the company should accept the contract and tell the other side in writing. When a contract is personal, consider whether it should say who may take it over. Section 15 itself prints no time limit; for the period to sue, see the Limitation Act article on specific performance and compensation for breach of contract.
The mirror provision, on who can be sued, is section 19.
Need help with a specific performance claim involving a company or successor?
The identity of the right claimant often decides whether a claim begins on firm ground. If you have a contract that passed through an amalgamation, a promoter's agreement or a family arrangement, our team can review the claim and the documents with you.
Key takeaways
- Section 15 is subject to the rest of Chapter II, including sections 14 and 16.
- A party can always seek performance; a representative in interest or principal faces the proviso on personal quality and non-assignment.
- Persons beneficially entitled under a marriage settlement or family compromise may sue.
- Remaindermen and reversioners may sue on the terms stated in clauses (d) to (f).
- Clause (fa), inserted in 2018, covers an amalgamated limited liability partnership.
- A company can enforce a pre-incorporation contract only if it accepted and communicated acceptance.
Read next
- Section 16 of the Specific Relief Act, 1963: personal bars to relief, readiness and willingness
- Section 19 of the Specific Relief Act, 1963: relief against parties and subsequent transferees
- Section 14A of the Specific Relief Act, 1963: power of the court to engage experts
Disclaimer: Based on a consolidated text of the Specific Relief Act, 1963 showing amendments up to the Specific Relief (Amendment) Act, 2018 (in force from 1 October 2018), as consulted on 2 October 2026. Later amendments, notifications under the Act and the law of limitation should be checked. This article is general information, not legal advice; check the official text before acting.