Agreement to Sell, Power of Attorney and Will: Supreme Court Reiterates Limits on Transfer of Title

Introduction

In its decision in Ramesh Chand v. Suresh Chand¹, decided on 1-9-2025, the Supreme Court of India revisited a recurring issue in property jurisprudence: whether documents such as an agreement to sell, a general power of attorney (GPA), and a will can by themselves confer ownership rights in immovable property. While in Suraj Lamp & Industries (P) Ltd. v. State of Haryana² line of cases has already clarified that agreements to sell and GPAs do not amount to valid conveyance, the Court went a step further in this matter to underline that even a registered will cannot by itself create a valid title unless duly proved in accordance with law, particularly when suspicious circumstances surround its execution.

This judgment³ is significant because it consolidates the jurisprudence around informal property transfers — a practice still common in India — and highlights the evidentiary rigour required when a will is propounded to establish title.

Case summary

Factual background

The dispute arose between two brothers over ownership of their late father’s property. One of them claimed title on the strength of documents allegedly executed in his favour: an agreement to sell, a GPA, an affidavit with receipt of consideration, and a registered will. The other contested the validity of these documents, asserting long-standing possession and challenging the will in particular as fabricated and suspicious.

The trial court decreed the suit in favour of the claimant brother, holding the documents sufficient to prove transfer of title, and dismissed the counterclaim. The matter was carried in appeal, where the High Court affirmed the trial court’s findings. However, following the Supreme Court’s subsequent ruling in Suraj Lamp & Industries (P) Ltd. (2) v. State of Haryana⁴ — which clarified that GPA and agreement to sell transactions do not convey ownership — the case was remanded for reconsideration. Even after remand, the High Court upheld the trial court’s decree, leading to the present appeal before the Supreme Court.

Issue

The central question before the Court was whether the documents relied upon — namely, the agreement to sell, the GPA, and the registered will — conferred valid title in favour of the plaintiff.

Court’s analysis

Agreement to sell: The Court reiterated that under Section 54⁵ of the Transfer of Property Act, 1882, an agreement for sale does not by itself create any right, title, or interest in immovable property. It merely gives the purchaser a right to seek specific performance of the contract. Citing Suraj Lamp (2) case⁶, the Court emphasised that ownership passes only upon execution of a registered deed of conveyance, and that an agreement to sell, even if accompanied by possession, cannot by itself amount to transfer of ownership.

General power of attorney: On the issue of the GPA, the Court observed that such an instrument merely creates an agency relationship, empowering the agent to act on behalf of the principal, but does not by itself transfer ownership rights. Relying on State of Rajasthan v. Basant Nahata⁷ and again on Suraj Lamp (2) case⁸, the Court clarified that even an irrevocable GPA does not amount to a conveyance. In the present matter, the GPA relied upon was limited to managing the property and did not contain any express clause evidencing conveyance.

Registered will: The third and more contested document was the registered will. The Court reiterated that a will, even when registered, is not self-proving and must be established in accordance with the evidentiary standards laid down in the Succession Act, 1925⁹ and the Evidence Act, 1872¹⁰. The foundational precedent is H. Venkatachala Iyengar v. B.N. Thimmajamma¹¹, where the Court held that a will must be attested by two witnesses, and at least one attesting witness must be examined in Court to prove execution.

In the present case, the will was surrounded by suspicious circumstances: it bequeathed the entire estate to one son, excluding the others, without explanation. Moreover, the attesting witnesses had not been examined. The Court therefore held the will unproved and incapable of conferring a valid title.

Analysis of the judgment

The doctrines reaffirmed in Ramesh Chand case¹² are not novel, but part of a long and consistent trajectory of jurisprudence.

On agreements to sell, the Court in Suraj Lamp (2) case¹³ had already clarified that such agreements, even coupled with possession, do not transfer ownership. This was reinforced again in Vinod Infra Developers Ltd. v. Mahaveer Lunia¹⁴, where the Court held that an unregistered agreement is unenforceable to create title, regardless of possession or consideration. In Ramesh Chand judgment¹⁵ thus echoes these established principles (also citing Suraj Lamp (2) case¹⁶) to leave no ambiguity.

On GPAs, the principle derives from Basant Nahata case¹⁷, where the Court explained that a GPA merely authorises actions on behalf of the principal and cannot transfer ownership. Suraj Lamp (2) case¹⁸ expanded on this, and Ramesh Chand case¹⁹ simply applies it, again emphasising that ownership can only be conveyed by a registered sale deed.

On wills, the evidentiary rigour has been long settled. In H. Venkatachala Iyengar case²⁰, the Court articulated the statutory requirements of attestation and the heightened scrutiny required where suspicious circumstances exist. More recently, in Meena Pradhan v. Kamla Pradhan²¹, the Court reinforced that registration alone is insufficient — the “prudent mind” test must be satisfied, ensuring free will and proper attestation. Similarly, in Kamla Pradhan case²², the Court underscored that wills in contested family disputes demand strict proof. These precedents, some of which were expressly cited in Ramesh Chand case²³, demonstrate continuity: the Court has consistently treated wills with caution, especially when they exclude natural heirs.

Seen together, Ramesh Chand case²⁴ is not a new doctrinal development, but a reiteration of settled principles, serving more as a judicial reminder than a fresh exposition of law.

Conclusion

While the Court’s ruling in this matter is essentially a reaffirmation of previously settled law — both in Suraj Lamp (2) case²⁵ doctrine on GPA and agreement to sell transactions, and the evidentiary standard for proving wills — it highlights a deeper issue. The reason courts must repeatedly adjudicate on the same points is that property transfers within Indian families are often carried out informally, without structured wills or succession planning.

This problem is amplified by India’s family structures and demographic realities. It is common knowledge that many Indians die intestate, leaving assets to devolve through statutory succession rules rather than clear testamentary directions. Hindu Undivided Families (HUFs) remain widespread, with over 8,75,000 HUFs claiming tax benefits in 2022-2023, underscoring the continued relevance of family-based property arrangements.²⁶ The absence of structured succession planning in such large, multi-heir families inevitably leads to conflict. Reflecting this, a significant portion of litigation pending before higher courts — including the Supreme Court — relates to contested succession claims.²⁷

Moreover, low legal literacy means that despite the law being settled for decades, families continue to rely on informal documents like unregistered agreements, GPAs, or hastily drafted wills, leading to repetitive litigation that drains both personal and judicial resources.²⁸

The way forward lies not merely in courts reiterating these settled principles, but in proactive dissemination of legal knowledge. Awareness initiatives — whether through government policy documents, simplified guides, or court-endorsed summaries of key rulings circulated through the media — could help demystify succession law and prevent recurring disputes. Greater public education on inter-generational property transfers is essential if settled principles of law are to translate into settled practices within Indian families.