Introduction
The recent decision in M. S. Ananthamurthy & Anr. v. J. Manjula & Ors. (Civil Appeal Nos. 3266–3267 of 2025) marks a critical pronouncement on the legal implications of General Power of Attorney (GPA), its purported irrevocability, and the limits of agency in property transfers. The Court, through Justice J.B. Pardiwala, examined whether a GPA executed alongside an unregistered agreement to sell could validly survive the death of the principal and support a transfer of property. The ruling reiterates fundamental principles of agency law under the Indian Contract Act, 1872, and reinforces precedents that challenge informal mechanisms of property conveyance.
1. Factual Background and Procedural History
The dispute concerns a plot (Site No. 10) located in Chunchaghatta Village, Bangalore, originally owned by Muniyappa @ Ruttappa. On 4 April 1986, Muniyappa executed an irrevocable GPA and an unregistered agreement to sell in favor of A. Saraswathi for Rs. 10,250. Possession was allegedly transferred on the same day. Saraswathi, in 1998—after Muniyappa’s death in 1997—executed a registered sale deed conveying the property to her son, appellant no. 2, for Rs. 84,000.
Subsequently, Muniyappa’s heirs executed a registered sale deed in 2003 in favor of a third party, which was later followed by another sale and a gift deed in 2004 to the respondent, J. Manjula. When the appellants discovered possession of the property by others in 2007, they initiated legal proceedings: the respondent filed a suit for permanent injunction (O.S. No. 133/2007), and the appellants countered with a suit for declaration and possession (O.S. No. 4045/2008).
The Trial Court dismissed the appellants’ suit and granted the injunction. The Karnataka High Court affirmed the decision. The present appeals arose from this affirmance.
2. Identification of Legal Issues
The Court addressed two principal legal questions:
- Whether the GPA holder, A. Saraswathi, had a legally protected interest under Section 202 of the Indian Contract Act, making the power irrevocable even after the death of the principal?
- Whether the respondent was obligated to seek cancellation of the 1986 GPA and the subsequent 1998 sale deed in the injunction suit?
These issues required the Court to interpret statutory provisions in the Indian Contract Act, the Registration Act, and the Transfer of Property Act, in light of precedent.
3. Arguments of the Parties
Appellants
- Principal Argument: The GPA and the agreement to sell, both executed on the same day for consideration and accompanied by delivery of possession, should be construed together.
- Legal Basis:
- Section 202, Indian Contract Act: When an agency is coupled with interest, it is irrevocable even on the principal’s death.
- Asserted the GPA was part of a larger transaction where Saraswathi had a beneficial interest.
- Cited Suraj Lamp & Industries v. State of Haryana (2012) to argue that their transaction predated the ruling’s effect.
- Section 202, Indian Contract Act: When an agency is coupled with interest, it is irrevocable even on the principal’s death.
Respondents
- Principal Argument: The agency relationship ended with the death of Muniyappa; thus, Saraswathi had no authority to execute the sale deed in 1998.
- Legal Basis:
- Sections 201 & 202, Indian Contract Act: Argued that Saraswathi’s agency was not coupled with any legally cognizable interest.
- Section 17, Registration Act: Unregistered agreement to sell cannot transfer title.
- Section 54, Transfer of Property Act: Agreement to sell does not confer ownership.
- Relied on Suraj Lamp, Prahlad v. Laddevi (Rajasthan HC), and Wajid Pasha v. BDA (Karnataka HC) to reinforce that GPA-based sales lack title validity.
- Raised the nemo dat quod non habet principle: one cannot transfer a better title than one possesses.
- Sections 201 & 202, Indian Contract Act: Argued that Saraswathi’s agency was not coupled with any legally cognizable interest.
4. Court’s Analysis and Reasoning
A. Nature of the GPA and Agency Relationship
The Court began by characterizing the relationship between Muniyappa and Saraswathi as that of a principal and agent under the Indian Contract Act. It emphasized that a GPA is a mere instrument of agency, not title. Even if possession and consideration were transferred, these facts alone do not make the agency irrevocable.
B. ‘Coupled with Interest’ Doctrine under Section 202
Citing Bowstead on Agency and Indian precedents, the Court reiterated that “interest” under Section 202 must be a present, proprietary interest in the subject matter of the agency, not a mere expectation or incidental benefit. Since Saraswathi’s GPA and the agreement to sell were silent on such interests, the Court held that Section 202 was inapplicable.
C. Sale After Principal’s Death: Invalidity Under Section 201
The Court decisively held that the GPA ceased upon Muniyappa’s death in 1997, and any acts performed thereafter (including the 1998 sale deed) were null and void. The use of the word “irrevocable” in the GPA was held to be of no legal consequence unless supported by substantive interest.
D. Distinguishing and Affirming Precedents
The Court reaffirmed Suraj Lamp (2012) to reiterate that GPA and agreement to sell cannot substitute a registered deed of sale. Further, the Court distinguished the appellants’ reliance on Suraj Lamp by observing that no exception applied to the transaction in question, especially given the invalidity of the sale deed post the principal’s demise.
E. Limitation and Procedural Arguments
The Court upheld the High Court’s finding that the appellants’ suit for possession and declaration was within the 12-year limitation (Art. 65, Limitation Act), and that the respondents’ suit for injunction was not required to include a prayer to invalidate the prior GPA, as it was already void in law.
5. Final Conclusion and Holding
The Supreme Court upheld the decisions of the Trial Court and High Court, declaring:
- The GPA was not coupled with interest under Section 202 and thus terminated with the death of the principal.
- The sale deed executed after the principal’s death was void and did not convey title to the appellants.
- The respondent’s title derived from registered transactions by the legal heirs was valid.
Legal Principle Laid Down
A General Power of Attorney is not irrevocable merely because it mentions that it is so. Unless it is coupled with a legal interest in the subject matter of the agency, the agency ceases upon the death of the principal.
FAQs:
1. What does it mean when a power of attorney is “coupled with interest”?
A power of attorney is “coupled with interest” when the agent has a present, proprietary right in the property or subject matter they are managing. It cannot be revoked if this interest exists.
2. Can a power of attorney continue after the death of the person who gave it?
Generally no. Under Section 201 of the Indian Contract Act, an agency ends upon the death of the principal, unless it’s “coupled with interest” under Section 202.
3. Does an unregistered agreement to sell transfer ownership in property?
No. As per Section 54 of the Transfer of Property Act and prevailing case law, an agreement to sell does not transfer ownership. Title passes only through a registered deed.
4. Is an irrevocable power of attorney valid for transferring property?
An irrevocable power of attorney does not by itself transfer property. It must be backed by legal interest, and a valid registered sale deed is still required to transfer title.
5. What is the legal status of a sale deed executed by a power of attorney holder after the principal’s death?
Such a sale deed is void. A GPA ceases to be effective upon the principal’s death unless the agent has a legal interest protected under Section 202 of the Contract Act.
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