Section 19 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 19 says against whom specific performance of a contract may be enforced: either party, a person who later claims under a party (with one exception for a good-faith buyer), a person under a prior title the defendant could have displaced, and the successor limited liability partnership or company after an amalgamation, or a company that accepts a pre-incorporation contract.
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 enforced against (a) either party, (b) any person claiming under him by a later title, except a transferee for value who paid in good faith and without notice of the original contract, (c) a person under a prior title, known to the plaintiff, that the defendant could have displaced, (ca) the new limited liability partnership after an amalgamation (inserted in 2018), (d) the new company after an amalgamation, and (e) a company for a pre-incorporation contract it has accepted and communicated.
The opening words
"Except as otherwise provided by this Chapter, specific performance of a contract may be enforced against". As in section 15, the phrase means that the bars and limits in the rest of Chapter II continue to apply. Section 19 is the counterpart of section 15, which lists who may obtain specific performance: that section names the claimants and this one names the defendants.
If you hold a contract and the property or business has since passed to someone else, you may want to talk to our dispute resolution team about who can be made to perform.
Clause (a): either party
"either party thereto". The party who made the promise can be made to perform it, subject to the Chapter's limits. The Act uses "plaintiff" for the person who sues and "defendant" for the person sued.
Clause (b): later claimants, and the good-faith transferee
"any other person claiming under him by a title arising subsequently to the contract, except a transferee for value who has paid his money in good faith and without notice of the original contract".
This is the most important clause for property buyers. After A agrees to sell to B, A may sell or transfer the property to C. Clause (b) says the contract can be enforced against C, who claims under A by a title that arose after the contract. The exception is narrow and has three elements together:
- C is a transferee for value (he gave value);
- he paid his money in good faith; and
- he had no notice of the original contract.
If C meets all three, C is outside clause (b). If C had notice of the original contract, or did not pay value, or did not act in good faith, C can be bound. An invented example: Arvind agrees in writing to sell a godown to Bhavna and takes an advance. Later, knowing of the agreement, Arvind sells the godown to Chandan, who had been told of the earlier agreement. Because Chandan had notice, the exception does not protect him. For a related doctrine on transfers while a suit is pending, see our post on lis pendens under section 52 of the Transfer of Property Act.
Clause (c): prior title known to the plaintiff
"any person claiming under a title which, though prior to the contract and known to the plaintiff, might have been displaced by the defendant". In plain words, a person whose title came before the contract can still be bound where two things are true: the plaintiff knew of that title, and the defendant had the power to displace it. The defendant could, for example, have brought an end to a prior arrangement that stood in the way. In that case the person claiming under that prior title is within reach of specific performance.
Clause (ca): 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 the footnote "Ins. by Act 18 of 2018, s. 8 (w.e.f. 1-10-2018)." So clause (ca) was inserted by the 2018 Act with effect from 1 October 2018. See our post on the LLP Act, 2008, sections 61-62 on arrangements, reconstruction and amalgamation.
Clause (d): 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". A company that is amalgamated cannot avoid its contracts because it has changed form; the new company that arises can be made to perform.
Clause (e) and the proviso: pre-incorporation contracts
"when the promoters of a company have, before its incorporation, entered into a contract for the purpose 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 communicated such acceptance to the other party to the contract."
Once the company accepts the contract and tells the other party, it can be sued for specific performance. Our posts on pre-incorporation and preliminary contracts and on the promoters' agreement format cover the practical side.
| Clause | Specific performance may be enforced against | Condition |
|---|---|---|
| (a) | Either party | None beyond Chapter II |
| (b) | Person claiming under a party by a later title | Not a transferee for value who paid in good faith and without notice of the original contract |
| (c) | Person under a prior title | Known to the plaintiff and capable of being displaced by the defendant |
| (ca) | New limited liability partnership | After amalgamation (inserted 2018) |
| (d) | New company | After amalgamation |
| (e) | The company | Pre-incorporation contract warranted by incorporation terms; accepted and communicated |
Practical points for buyers and businesses
Notice is central. A buyer who signs an agreement to sell should take steps that make the contract known: a written agreement, a clear paper trail, and where the law permits, registration of what the Registration Act requires. A purchaser from a seller should check for earlier agreements before paying. Companies involved in a merger should map their open contracts, since the new entity can be made to perform them. The Act prints no period in this section; for the time to sue see the Limitation Act article on specific performance and compensation for breach of contract.
For the section that follows in the Act, on substituted performance, read section 20. For the earlier question of who may sue, see section 16 on personal bars.
Need help enforcing a contract against a later buyer or successor?
When the property or business has moved on, the question is who can be made to perform and what each person knew. You can bring the papers to our dispute resolution team and we will set out the position with you.
Key takeaways
- Section 19 lists the persons against whom specific performance may be enforced, subject to the rest of Chapter II.
- A later claimant under a party is bound, unless a transferee for value who paid in good faith and without notice of the original contract.
- A person under a prior title known to the plaintiff that the defendant could have displaced is also bound.
- Clause (ca), inserted in 2018, covers the new limited liability partnership after amalgamation.
- A company is bound by a pre-incorporation contract only if it accepted and communicated acceptance.
Read next
- Section 15 of the Specific Relief Act, 1963: who may obtain specific performance
- Section 20 of the Specific Relief Act, 1963: substituted performance of contract
- Section 16 of the Specific Relief Act, 1963: personal bars to relief, readiness and willingness
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.