The rule
Property Law

A covenant relating to immovable property that is annexed to the ownership of land binds and benefits successors in title; for a burden to run, the covenant must be negative in nature and the successor must have taken the land with notice.

Explanation

Covenants running with land represent a critical intersection between contract law and property law in Indian jurisprudence. A covenant is essentially a promise or obligation relating to immovable property. The doctrine of covenants running with land permits such promises to bind and benefit not only the original parties but also their successors in title—meaning subsequent owners who acquire the property. This principle is foundational to stable property transactions because it allows long-term obligations (such as maintaining boundaries, contributing to common expenses, or restricting certain uses) to survive the transfer of ownership. While Indian law does not have a standalone statutory regime equivalent to English common law on this subject, the Transfer of Property Act recognises covenants through various provisions dealing with conditions, restrictions, and easements. The underlying principle emerges from both the Act and from judicial interpretation, which has adopted much of the English common law framework adapted to Indian conditions. The doctrine operates through the interplay of four critical elements, each of which must be satisfied for a burden to run with land to a successor. First, the covenant must be negative in nature—it must restrain or prohibit conduct rather than require affirmative action. A covenant requiring a successor to pay money, perform repairs, or actively maintain a structure will not bind successors; such affirmative obligations remain personal to the original covenantor. Second, the covenant must be annexed to the ownership of the land itself, meaning it must touch and concern the land or be so integral to the use and enjoyment of the property that it cannot be separated from it. A covenant relating purely to personal matters or unconnected chattels will not run. Third, the covenantor (the person making the promise) must have had the intention that the covenant bind successors. This intention is usually inferred from the nature and wording of the covenant and the circumstances of its creation. Fourth, the successor must have taken the land with notice of the covenant—either actual notice (they knew of it), constructive notice (it appeared in title documents or registers), or imputed notice (their solicitor or agent knew of it). Without notice, a successor in good faith for value may escape the burden, though this protection is increasingly limited in modern property practice. These elements do not operate in isolation; rather, they create a cumulative threshold that courts examine holistically when determining enforceability. When a covenant running with land is properly established, the primary remedies available are injunctive relief (requiring cessation of breach or mandating compliance with negative covenants) and damages for breach. However, damages are problematic because the original covenantor remains liable in contract to the original covenantee, but a successor who breaches has no direct contractual relationship with the person seeking to enforce the covenant. Injunctive relief is therefore the more practical remedy. Indian courts have recognised that a person who benefits from a covenant (the covenantee or successors) may seek specific performance or injunctions against breach. A key defence for a successor is the absence of notice—if a successor purchased land without actual, constructive, or imputed notice of the covenant, they will not be bound by its burden in most circumstances. Another defence is that the covenant is affirmative rather than negative; for instance, if a covenant requires the successor to paint the boundary wall annually, it will not run with the land to successors. The doctrine of obsolescence or changed circumstances may also provide a defence, though Indian courts apply this narrowly. Additionally, if a covenant is unreasonable, unconscionable, or contrary to public policy, courts may decline to enforce it even against the original parties. This doctrine sits at the intersection of contract law, property law, and tort law. It differs fundamentally from easements, which are proprietary interests capable of binding land independently of ownership; a covenant is not itself a property right but rather a contractual obligation with special enforceability properties. Restrictive covenants (negative in nature) are more readily enforceable than positive covenants under established doctrine. The principle also connects to the concept of conditions and restrictions on transfer, which appear in the Transfer of Property Act. When a property is purchased subject to conditions restricting its use, these operate similarly to negative covenants. The doctrine further intersects with the law of nuisance and the Environmental Protection Act; environmental covenants or pollution-related restrictions may be enforced both as covenants and under environmental law. The Indian legal system has also increasingly recognised the role of covenants in housing societies, apartment complexes, and planned developments, where societies impose covenants on members regarding maintenance, behaviour, and use restrictions. Courts have upheld such covenants as binding on successors, even where formal notice may be imperfect, because the context suggests that all purchasers in a development accept the regime of covenants as part of purchasing into that community. CLAT examiners frequently test this doctrine by inverting its elements or introducing subtle complications. One common trap is presenting a positive covenant (requiring payment or active performance) and asking whether it binds successors; the correct answer is no, yet candidates often conflate all covenants together. Another distortion is omitting the notice element from the facts and asking about enforceability; examiners may describe a successor who had no knowledge of a covenant and then ask if they are bound, testing whether candidates remember that notice is essential for the burden to run. A third trap involves a covenant that is negative in form but positive in substance—for example, a covenant stating "the successor shall not fail to paint the wall," which is technically negative but functionally requires affirmative action; examiners use such language to test whether candidates focus on substance or form. A fourth common twist is to introduce a scenario where a covenant benefits one parcel of land (the dominant tenement) and burdens another (the servient tenement), then ask whether the burden runs; examiners may omit facts showing that the covenantee retained the benefit or that successors acquired with notice, testing whether candidates apply all elements or jump to conclusions. A fifth trap is scope-creep: examiners may frame a question around covenants but then introduce facts about planning law, zoning restrictions, or statutory permits, asking whether the covenant doctrine applies; candidates must distinguish between contractual covenants (which this doctrine governs) and statutory restrictions (which are governed by administrative and environmental law). Finally, examiners often test whether candidates understand that covenants running with land do not create property rights in the strict sense; they are equitable obligations enforceable in limited circumstances, not rights equivalent to easements or leases.

Application examples

Scenario

Rajesh purchased a residential property in 2015 from Priya under a deed that contained a covenant stating: "The successor in title shall not use the property for commercial purposes and shall maintain the compound wall to a height not less than six feet." Rajesh sold the property to Amit in 2020. The deed of sale to Amit made no reference to the covenant. Amit has now converted part of the property into a small office and has allowed the compound wall to deteriorate to four feet. Priya seeks an injunction against Amit. Does the covenant bind Amit?

Analysis

The covenant contains two promises: (1) not using the property for commercial purposes (negative), and (2) maintaining the compound wall (positive/affirmative). Only the first element can run with the land because it is negative; the second cannot run because it requires affirmative action. The first element also touches and concerns the land (it relates to use), and Priya's intention to bind successors is evident from the language 'successor in title.' However, the critical issue is notice: Amit's deed of sale makes no reference to the covenant, suggesting he may not have had notice. The property may not have been registered with the covenant recorded, or Amit's solicitor may not have discovered it in due diligence. Without constructive notice, Amit cannot be bound by the burden.

Outcome

Priya can obtain an injunction against Amit's use of the property for commercial purposes only if she can prove that Amit had actual, constructive, or imputed notice of the covenant at the time of purchase. The maintenance obligation will not bind Amit regardless because it is affirmative in nature.

Scenario

A housing society registered under the Cooperative Societies Act has a bye-law (covenant) stating that all flat owners must contribute equally to the maintenance and upkeep of common areas and buildings. When Suresh purchased his flat in 2018, he was given a copy of the bye-laws and he expressly acknowledged receipt. Suresh sold his flat to Kavya in 2022. The sale deed did not mention the covenant, and Kavya claims she was not told about the contribution requirement. The society now seeks to recover unpaid contributions from Kavya for two years.

Analysis

Although the covenant requires affirmative action (payment of contributions) and therefore prima facie cannot run with land under traditional doctrine, this scenario involves a housing society context where Indian courts have recognised exceptions. The covenant is integral to the community arrangement and all residents implicitly accept it as a condition of membership. Kavya had constructive notice because she purchased a flat in a registered society governed by bye-laws, and such bye-laws are discoverable through the society's register. The society's bye-laws, being enforceable contractual arrangements within the society framework, bind successors despite being affirmative in nature.

Outcome

Kavya will likely be held liable for contributions as a successor member of the society. Courts recognise that positive covenants in housing societies bind successors based on constructive notice of the bye-laws and the nature of communal property arrangements, creating an exception to the strict negative covenant rule.

Scenario

Landlord A owns two adjoining properties, Plot X and Plot Y. A sells Plot X to Buyer B in 1998, inserting a covenant in the deed: 'The buyer and successors shall not construct a building higher than 25 feet on this plot, ensuring view of Plot Y is not obstructed.' A retains Plot Y. In 2015, B sells Plot X to Buyer C. The deed from B to C omits all reference to the height restriction. C has now proposed a five-storey building (approximately 60 feet). A seeks an injunction. Can A enforce the covenant against C?

Analysis

The covenant is negative (restricting height rather than requiring action) and clearly touches and concerns the land because it directly relates to use and enjoyment. A's intention to bind successors is evident from the language 'and successors.' The covenant is also properly annexed to the land because it benefits A's adjacent property (Plot Y) and burdens B's property (Plot X), creating a dominant and servient tenement relationship. However, the critical failure is notice: C's deed from B contains no mention of the covenant. If C conducted a title search through the property register and the covenant was not recorded or noted in the title documents, C had constructive notice. But if C purchased in good faith for value without discovering the covenant through reasonable diligence, C may escape the burden.

Outcome

A can enforce the covenant against C only if C had notice (actual, constructive, or imputed) of the restriction at the time of purchase. If the covenant was properly registered or appeared in title deeds available during C's due diligence, C is bound. If not, and C was a bona fide purchaser for value, C may not be bound, though this protection is limited if the covenant was discoverable through society records or prior deeds.

How CLAT tests this

  1. Examiners may present a purely affirmative covenant (e.g., 'pay ₹50,000 annually for maintenance') and ask if it binds the successor, expecting candidates to incorrectly assume all covenants run; the correct answer is that affirmative covenants do not run with land.
  2. Reversed party roles: The question may ask whether the *benefit* of a covenant runs to a successor of the original covenantee (rather than asking about the burden running to successors of the covenantor), which operates under different and more liberal principles that candidates often conflate.
  3. A common confusion arises between covenants and easements; examiners describe a right-of-way or a right to use a resource and frame it as a covenant question, testing whether candidates distinguish between contractual covenants (this doctrine) and easements (which are proprietary interests under different law).
  4. Subtle omission of notice: Facts describe a successor who purchased from a chain of owners spanning decades, with no mention of whether the covenant was registered or appeared in title documents; candidates may assume the covenant binds without recognising that notice is an essential missing element.
  5. Scope-creep through statutory overlay: A question about a covenant may introduce facts about planning permission, building bylaws, or municipal restrictions, asking whether the covenant doctrine applies to these statutory restrictions; candidates must distinguish between contractual covenants and statutory prohibitions governed by administrative law.

Related concepts

Practice passages