A agrees to sell his property to B and receives the entire consideration. Before the sale deed is executed, A dies. Can B enforce the agreement against A's heirs?

The Nature of an Agreement to Sell

The first thing to understand is what A has actually done. He has entered into a contract for sale — not a sale. Under Section 54 of the Transfer of Property Act, a sale of tangible immovable property worth one hundred rupees or more can only be made by a registered instrument. An agreement to sell, therefore, is a preliminary contract in which one party promises to sell and the other promises to buy, on certain terms. It does not, by itself, transfer ownership. The title to the property remains with A even after the entire consideration is received. What is created in B's favour is not a proprietary right in the property, but a personal right — a right to enforce the promise.

The moment A receives the entire consideration, however, the legal character of the situation changes significantly. The seller who has pocketed the full price and still holds the property is, in the eyes of equity, a constructive trustee for the buyer. Section 55(6)(b) of the Transfer of Property Act makes this explicit — after the date of the sale, the seller is bound to deliver possession and is entitled to the rents and profits only as a trustee for the buyer. Although that section speaks of a completed sale, the principle of equity runs even deeper where the full consideration is paid under a contract of sale.

Death Does Not Extinguish the Obligation

The central question is whether A's heirs are bound by this agreement. The answer is an emphatic yes, and the law approaches this from two directions.

The first is the general principle of the law of contract. Under Section 37 of the Indian Contract Act, 1872, the promises in a contract must be performed either by the promisor himself or, in case of his death, by his legal representatives. A contractual obligation to sell property is not a purely personal obligation like that of a painter or a singer — it is an obligation dealing with property that passes to the heirs on the death of the promisor. A's heirs step into A's shoes and inherit not only the property but also the liability attached to it. The obligation to execute the sale deed is therefore enforceable against them.

The Role of Section 53A and Specific Performance

If, in addition to paying the full consideration, B has also been put in possession of the property — which is a common feature in such transactions — he acquires the further shield of Section 53A. Under that doctrine of part performance, where a transferee has, in part performance of a written and registered contract of sale, taken possession of the property and is ready and willing to perform his part, neither the transferor nor any person claiming under him — and this expressly includes heirs — can disturb that possession. The Supreme Court made this clear by holding that the protection of Section 53A operates against the transferor "or any person claiming under him," and A's heirs, being persons claiming under A's title, stand in exactly that position.

Beyond mere possession, B's primary remedy is a suit for specific performance under the Specific Relief Act, 1963. Section 15 of that Act expressly provides that where a party to a contract is dead, the contract may be specifically enforced against his legal representatives. B can therefore file a suit naming A's heirs as defendants and obtain a decree directing them to execute the registered sale deed in his favour. The courts have consistently held that the right to seek specific performance survives the death of the contracting party and passes against the estate.

The Constructive Trust Dimension

There is one further dimension that strengthens B's position, and it deserves mention. Where the full consideration has been paid, equity regards the seller as a constructive trustee holding the property for the benefit of the buyer. This means A's heirs, who take the property by succession, take it subject to a pre-existing equitable obligation already fastened upon it. They cannot claim to be innocent successors — they succeed to an estate burdened with the duty to execute the conveyance. This is also consistent with the principle underlying the illustration to Section 40, where it is said that a contractual obligation annexed to ownership of immovable property is enforceable against persons claiming under the original owner with notice.

Conclusion on the Problem

The answer therefore is clear. B can enforce the agreement against A's heirs. They are bound by the contractual obligation as legal representatives. B's position is made even stronger by the fact that the entire consideration has been paid — a circumstance which morally and legally leaves no room for A's heirs to repudiate the transaction. B may sue for specific performance, and if he is in possession, he may additionally rely on Section 53A to resist any attempt at dispossession. The death of the vendor is no shield for his heirs when the buyer has fully performed his part of the bargain.