Signed an Agreement to Sell? Why It Will Not Stop the Seller From Selling to Someone Else

In December 1989, a buyer signed a registered agreement to purchase about 0.158 hectare of land for Rs 33,000 and paid Rs 5,200 in advance. Possession was said to have been handed over. The sale deed was to follow once the seller's name was entered in the revenue records. In July 1990, the buyer sued to stop the seller from selling to anyone else. In October 1991, the seller sold the land to someone else anyway.

Two lower courts sided with the buyer. On October 23, 2026, the Madhya Pradesh High Court reversed both and dismissed the suit. The case, Kiledar Singh (Deceased) Through LRs v. Anil Kumar and Others, 2026:MPHC-GWL:32136, was decided in Gwalior, but the law it applied, Section 54 of the Transfer of Property Act, 1882, is the same in Bengaluru. Anyone who pays an advance on an agreement and waits for the sale deed should understand it.

The short answer. Justice Ashish Shroti held, relying on Supreme Court rulings including Suraj Lamp and RBANMS Educational Institution, that an agreement to sell does not of itself create any interest in or charge on the property, that the protection of Section 53-A is a shield only against the seller and not against a third party, and that without title the buyer was not entitled to a declaration or a permanent injunction stopping the seller from selling. The trade-off for buyers: an agreement records a promise and can support a claim against the seller, but it does not make you the owner, so the longer the gap before a registered sale deed, the greater your exposure.

What happened in the Kiledar Singh case?

According to the judgment, the plaintiff relied on a registered agreement to sell dated December 27, 1989, under which Rs 5,200 was paid as advance out of a total consideration of Rs 33,000, possession was stated to have been given, and the sale deed was to be executed when the seller's name was mutated in the revenue records. The plaintiff asserted title based solely on that agreement. The seller sold the land to another person by a sale deed dated October 10, 1991, and the plaintiff amended the suit to challenge that sale.

As reported by Verdictum, the Civil Judge at Gohad decreed the suit on January 18, 2001, and the Additional District Judge affirmed on September 28, 2001. The purchaser under the 1991 sale deed appealed to the High Court in Second Appeal No. 438 of 2001, which framed questions of law in 2008 and decided the appeal in 2026.

Why did the High Court rule against the buyer?

Because the agreement never made the buyer the owner. The Court found that the parties had only agreed to sell, that title was not conveyed, and that the plaintiff's claim of title based on the agreement was not acceptable. It quoted the Supreme Court's ruling in Suraj Lamp that Section 54 of the Transfer of Property Act makes it clear that an agreement of sale does not, of itself, create any interest in or charge on the property, and that ownership passes only on execution of a conveyance.

It also quoted the Supreme Court's observation that the protection under Section 53-A to a proposed transferee is a shield only against the transferor, which stops the seller from disturbing the possession of a buyer put in possession under the agreement, but cannot be pressed into service against a third party. With no title, the Court held, the plaintiff was not entitled to a decree of permanent injunction either, and the declaration and injunction barring the seller from selling were not permissible in law.

Why did the later purchaser keep the land?

Because the seller still owned it when the sale was made. On the Court's reasoning, title remained with the seller until a conveyance was executed, so the sale deed executed in favour of another person in October 1991 dealt with property that still belonged to the seller. The later purchaser, who appealed to the High Court, therefore held a registered sale deed, while the original buyer held only a contract.

That is the uncomfortable lesson for anyone paying an advance on an agreement. Your remedy, if the seller breaks the promise, lies against the seller under the contract. It is not a claim to the land good against everyone else. The longer a deal stays at the agreement stage, the longer that gap stays open.

Does registering the agreement change this?

Not on ownership. The agreement in this case was registered, yet the Court still held it conveyed no title. It quoted the Supreme Court in RBANMS Educational Institution, which said that a sale deed, being a conveyance, must be registered under Section 17 of the Registration Act, 1908, while an agreement for sale, which also requires to be registered, does not amount to a conveyance because it is merely a contractual document by which the seller promises to convey the property on the buyer performing their part.

Registration of an agreement still matters for other reasons, and a lawyer can explain what it does for you in your state. But it is not the same as a sale deed, and it does not stop the seller holding title until the conveyance is executed. Our explainer on the agreement for sale and the conveyance deed sets out the difference for new flats.

What should the buyer have asked for?

The judgment's reasoning points to the remedy. It quoted an earlier decision observing that a plaintiff claiming under an agreement to sell who has not sought specific performance, a relief he could and ought to have claimed, and who seeks only a negative injunction, has a suit that is not maintainable. In other words, a buyer whose seller will not complete has to sue to enforce the agreement itself, not merely to stop the seller dealing with others. The right course in any case depends on its facts and on time limits, so take legal advice promptly if a seller stalls.

The Supreme Court made a related point this month in a separate case, which we covered in our report on the Rano Singh ruling. Together, the two decisions leave little room for doubt that an agreement to sell is not title.

What did the Court say about court fees?

It also answered a narrower procedural question. Relying on the Supreme Court's decision in Suhrid Singh v. Randhir Singh, the Court held, as reported, that a plaintiff who did not execute a sale deed and seeks a declaration that it is void need not pay ad valorem court fee on it. But it called that answer inconsequential, because the suit failed on the first question. For buyers, the takeaway is that the substantive point, no title without a conveyance, decided the case.

How should a Bengaluru buyer protect an advance?

Shorten the gap and tighten the paper. Avoid paying large sums on an agreement where the sale deed depends on an uncertain future event, such as a mutation, a conversion or a court order. If you must, write a firm deadline into the agreement, link payments to completion steps, and record what happens to your money if the seller does not complete by that date. Where the sale deed depends on a mutation or another official step, ask to see the application and its current status before you pay, and ask your lawyer how the advance should be protected until that step is complete.

Keep an eye on the land while you wait. Check the encumbrance records periodically for any new transaction, and act quickly if you see one. If the seller offers to give you possession before the sale deed, record the handover in writing and keep evidence of it, but remember that the judgment describes possession under an agreement as a protection against the seller only.

1. Treat an agreement to sell as a promise, not ownership.
2. Avoid large advances where the sale deed depends on an uncertain event.
3. Write a firm completion date and refund terms into the agreement.
4. Link payments to completion steps, not to the calendar alone.
5. Check the encumbrance records for new transactions while you wait.
6. Take legal advice promptly if the seller stalls or deals with others.
7. Complete the registered sale deed as early as the transaction allows.

Frequently asked questions

What did the High Court decide in Kiledar Singh v. Anil Kumar?

On October 23, 2026, the Madhya Pradesh High Court set aside decrees from 2001 and dismissed a buyer's suit seeking to stop a seller from selling land covered by a registered 1989 agreement to sell, holding that an agreement to sell creates no title and an injunction without title was not permissible.

Does an agreement to sell make the buyer the owner?

No. Relying on Supreme Court rulings, the Court said Section 54 of the Transfer of Property Act makes clear that an agreement of sale does not of itself create any interest in or charge on the property, and that ownership passes only when a conveyance is executed.

Does Section 53-A protect a buyer in possession under an agreement?

Only against the seller. The Court quoted the Supreme Court that Section 53-A is a shield against the transferor disturbing the possession of a buyer put in possession under the agreement, but it cannot be pressed into service against a third party.

Does a registered agreement to sell give more protection?

Not on ownership. The agreement in this case was registered, but the Court, quoting the Supreme Court in RBANMS Educational Institution, said an agreement for sale is a contractual document and does not amount to a conveyance, unlike a registered sale deed.

Last updated 2026-10-30. PropNewz Team.