Specific Performance versus Cancellation

Specific performance acts on a valid contract and has it carried out; cancellation acts on a written instrument that is void or voidable against the plaintiff and has it destroyed. One builds on the document, the other tears it up. This note explains each in its own right, compares them, works through an example, and shows when a plaintiff seeks each.

Figure: Specific performance and cancellation compared, from what each acts on to the outcome, and when to enforce or annul

1. Specific Performance in Its Own Right

Specific performance presupposes a valid, enforceable contract and seeks to have it performed. The plaintiff wants the bargain kept: he proves the contract, his readiness and willingness, and the breach, and the court decrees performance, which can be executed. The document, far from being a threat, is his charter; he builds on it.

2. Cancellation in Its Own Right

Cancellation, under Sections 31 to 33, is aimed at a written instrument that is void or voidable against the plaintiff and that, left outstanding, may cause him serious injury. On being satisfied of these things the court may, in its discretion, adjudge the instrument void and order it to be delivered up and cancelled. Where the instrument is registered, Section 31(2) requires the court to send a copy of its decree to the registering officer, who notes the cancellation on the record. The plaintiff's aim is not to enforce anything but to be rid of a document that threatens him, such as a forged or fraudulent deed.

3. The Two Compared

4. Enforce, or Annul

5. A Worked Example

Two plaintiffs hold two very different documents. The first holds a valid agreement by which the defendant agreed to sell him land and now refuses to complete; he sues for specific performance, and the decree, executed if need be, gives him the land. The second finds that a forged sale deed has been registered, purporting to convey his land to a stranger; the deed is void against him and, left standing in the register, clouds his title and threatens serious injury. He sues for cancellation under Section 31; the court adjudges the deed void, orders it delivered up, and sends its decree to the registering officer under Section 31(2) to note the cancellation. One plaintiff enforces a document; the other destroys one.

6. Frequently Asked Questions

Q. What is the difference between specific performance and cancellation?
A. Specific performance enforces a valid contract; cancellation annuls a void or voidable written instrument and has it delivered up, so it can no longer be used against the plaintiff.

Q. When does a plaintiff seek cancellation rather than performance?
A. Where a written instrument is void or voidable against him and, left outstanding, may cause him serious injury, such as a forged or fraudulent deed.

Q. What happens to a registered instrument on cancellation?
A. Under Section 31(2), the court sends a copy of its decree to the registering officer, who notes the fact of cancellation on the instrument in his books.

Q. Does the plaintiff have to restore anything?
A. On cancellation, the court may require the party relieved to restore benefits received and make compensation under Section 33; specific performance carries no such requirement.