Tanzania Exhibitors Ltd. v. Karimbhai Hassanali Adamji Jiriwalla, Civ. Case 22-D-68, 31/8/68, Duff J.

Tanzania Exhibitors Ltd. v. Karimbhai Hassanali Adamji Jiriwalla, Civ. Case 22-D-68, 31/8/68, Duff J.

Plaintiff sought the transfer of title to building he purchased from defendant. About 75% of the purchase price was to be paid directly to defendant, and 25% to a third party. A Clause in the contract specifically provided that after the 75% had been paid to defendant, he would transfer the title to the plaintiff. The 75% had been paid but defendant refused to transfer title because not all of the 25% had been paid to the third party, and certain tax payments were in arrears. Because of this, defendant argued that plaintiff’s prayer for specific performance of the contract should be rejected. Defendant also filed a counterclaim relating to another contract between the parties.

            Held: (1) To obtain an order for specific performance the moving party must show that he has performed his obligations under the contract. Whether plaintiff has done so here turns on what the parties intended when they signed the contract. Since clause 2 (h) specifies that title shall pass not on payment of the whole contract price, but upon the payment of 75% of the price to defendant, the failure to pay the other 25% as yet cannot amount to a breach. Specific performance granted. (2)Defendant’s counterclaim could be excluded by the Court if it deemed such a course to be expedient. As the counterclaim raised several substantive issues, and was concerned with a different contract covering a different piece of property, it was excluded, without prejudice to any further action defendant might want to take.