27. When rescission may be adjudged or refused.—(1) Any person interested in a contract may sue
to have it rescinded, and such rescission may be adjudged by the court in any of the following cases,
namely:—
(a) where the contract is voidable or terminable by the plaintiff;
(b) where the contract is unlawful for causes not apparent on its face and the defendant is more to
blame than the plaintiff.
(2) Notwithstanding anything contained in sub-section (1), the court may refuse to rescind the
contract—
(a) where the plaintiff has expressly or impliedly ratified the contract; or
(b) where, owing to the change of circumstances which has taken place since the making of the
contract (not being due to any act of the defendant himself), the parties cannot be substantially restored
to the position in which they stood when the contract was made; or
(c) where third parties have, during the subsistence of the contract, acquired rights in good faith
without notice and for value; or
(d) where only a part of the contract is sought to be rescinded and such part is not severable from
the rest of the contract.
Explanation.—In this section “contract” in relation to the territories to which the Transfer of Property
Act, 1882 (4 of 1882), does not extend, means a contract in writing.
28. Rescission in certain circumstances of contracts for the sale or lease of immovable property,
the specific performance of which has been decreed.—(1) Where in any suit a decree for specific
performance of a contract for the sale or lease of immovable property has been made and the purchaser or
lessee does not, within the period allowed by the decree or such further period as the court may allow, pay
the purchase money or other sum which the court has ordered him to pay, the vendor or lessor may apply
in the same suit in which the decree is made, to have the contract rescinded and on such application the
court may, by order, rescind the contract either so far as regards the party in default or altogether, as the
justice of the case may require.
(2) Where a contract is rescinded under sub-section (1), the court—
(a) shall direct the purchaser or the lessee, if he has obtained possession of the property under the
contract, to restore such possession to the vendor or lessor, and
(b) may direct payment to the vendor or lessor of all the rents and profits which have accrued in
respect of the property from the date on which possession was so obtained by the purchaser or lessee
until restoration of possession to the vendor or lessor, and, if the justice of the case so requires, the
refund of any sum paid by the vendee or the lessee as earnest money or deposit in connection with the
contract.
(3) If the purchase or lessee pays the purchase money or other sum which he is ordered to pay under
the decree within the period referred to in sub-section (1), the court may, on application made in the same
suit, award the purchaser or lessee such further relief as he may be entitled to, including in appropriate cases
all or any of the following reliefs, namely:—
(a) the execution of a proper conveyance or lease by the vendor or lessor;
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(b) the delivery of possession, or partition and separate possession, of the property on the execution
of such conveyance or lease.
(4) No separate suit in respect of any relief which may be claimed under this section shall lie at the
instance of a vendor, purchaser, lessor or lessee, as the case may be.
(5) The costs of any proceedings under this section shall be in the discretion of the court.
29. Alternative prayer for rescission in suit for specific performance.—A plaintiff instituting a suit
for the specific performance of a contract in writing may pray in the alternative that, if the contract cannot
be specifically enforced, it may be rescinded and delivered up to be cancelled; and the court, if it refuses to
enforce the contract specifically, may direct it to be rescinded and delivered up accordingly.
30. Court may require parties rescinding to do equity.—On adjudging the rescission of a contract,
the court may require the party to whom such relief is granted to restore, so far as may be, any benefit which
he may have received from the other party and to make any compensation to him which justice may require.