Display PDF - PHP

1
M/s Signature Global Business Park Versus M/s Fruitful Constructions & Ors.
Mr. Vivek Khushlani and others Versus M/s Fruitful Constructions & Ors.
H.L.Khushlani Versus M/s Fruitful Constructions & Ors.
M/s Dhanlakshmi Buildings Developers Versus M/s Fruitful Constructions & Ors.
IN THE COURT OF JASBIR SINGH: ADDITIONAL DISTRICT

JUDGE: GURUGRAM.
(I)
Civil Misc.Appeal No. 57 of 19.09.2022

CNR number HRGR01-015131-2022
CIS number CMA- 237-2022
UID CODE HR-0130
Decided on 23.11.2022
M/s Signature Global Business Park Private Limited, having its

registered office at 13th floor, Dr. Gopal Dass Bhawan, 28, Barakhamba
Road, Connaught Palace, New Delhi, through its duly authority person.
----Appellant-defendant No.8
Versus
1. M/s Fruitful Constructions Private Limited having its registered

office at 94, T/F, Triveni Apartment, Jhilmil Colony, ESI Hospital,
Delhi-95, through its duly authorized person.
–-- Plaintiff-Respondent No. 1
2. M/s Dhanlakshmi Buildings Developers Private Limited, having its

office at Link House, 4th floor, 3, Bahadurshah Zafar Marg, New Delhi-
110002 through its duly authorized person.
3. Ms. Shaifali Khuslani wife of Mr. Vivek Khuslani, resident of House
No. 3/5, Shanti Niketan, Chanakya Puri, New Delhi-110021.
4.Mr.Vivek Khushlani son of Mr.H.L.Khushlani, resident of 32, Green
Avenue, Church road, Vasant Vihar, New Delhi-110057.
5.Ms.Meena Khushlani wife of Mr. H.L.Khushlani, resident of 48,
Paschim Marg, Vasant Vihar, New Delhi-110057.
6.Ms.Raksha Khushlani daughter of Mr. H.L.Khushlani, resident of 48,
7.Mr. H.L.Khushlani son of Mr.L.S.Khushlani, resident of 48, Paschim
Marg, Vasant Vihar, New Delhi-110057.
8.M/s Miraksha Associates Private Limited, having its registered office
at 4th Floor, Mohta Building, 4 Bhikaji Cama Palace, New Delhi-
110066, through its duly authorized person.
----Respondents-defendants No.1 to 7.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
2
9.Town & Country Planning Haryana,Chandigarh, SCO 71 to 75,

Sector 17-C, Chandigarh (Service to be effected through the District
Planner, HSVP Complex, Sector 14, Gurugram)
---- Respondent-defendant No.9.
Present: Shri J.K.Dang, Advocate for appellant.

Shri Ashwani Rao and Shri Mukesh Yadav,
Advocates for respondent No.1
Shri Abhijat alongwith Shri Aman Kumar, Advocate
for the respondent no. 2.
The service of the respondent No. 3 is dispensed
with vide order dated 21.09.2022.
Shri Vineet Malhotra alongwith Shri Vishal Gohri
and Shri Lalit Raghav, Advocates for respondents
No. 4 to 6 & 8.
Shri Mohit Paul, Advocate for respondent No.7
Shri Rajesh Kumar in person on behalf of respondent
No. 9.
(II)

UID CODE HR-0130
1.Mr. Vivek Khushlani son of Mr.H.L.Khushlani, resident of 32, Green

----Appellants-defendant No.3 to 5 & 7.
Versus
Jasbir Singh,
ADJ, Gurugram
23.11.2022
3

–-- Plaintiff-Respondent No. 1

3. Ms. Shaifali Khuslani daughter of Salil Singhal, resident of House
5.M/s Signature Global Business Park Private Limited, having its
Road, Connaught Palace, New Delhi, through its duly authority person
Mr.Ashok Chopra.
----Respondents-defendants No.1,2,6,8 & 9
Present: Shri Vineet Malhotra alongwith Shri Vishal Gohri

Advocates for the appellants.
Shri Abhijat alongwith Shri Aman Kumar, Advocate
for the respondent no. 2.
Shri Mohit Paul, Advocate for respondent No.4.
Shri J.K. Dang, Advocate for the respondent No.5.
No.6.
------------------------------------------------------------------------------
Jasbir Singh,
ADJ, Gurugram
23.11.2022
4
(III)

UID CODE HR-0130
H.L.Khushlani son of Mr.L.S.Khushlani, resident of 48, Paschim Marg,

Vasant Vihar, New Delhi-110057.
----Appellant-defendant No.6.
Versus

–-- Plaintiff-respondent No. 1

3. Ms. Shaifali Khuslani daughter of Salil Singhal, resident of House
4. Mr. Vivek Khushlani son of Mr.H.L.Khushlani, resident of 32, Green
----Respondents-defendants No.1 to 5 & 7.

–-- Respondent-defendant No.8.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
5

----Respondents-defendants No.9
Present: Shri Sanjeev Sindhwani Senior Advocate with Mr.

Mohit Paul and Shri Dev Dutt Sharma Advocates for
appellant.
Advocate for respondent No.1
Shri Abhijat alongwith Aman Kumar, Advocate for
the respondent No.2.
Shri Vineet Malhotra alongwith Shri Vishal Gohri
and Shri Lalit Raghav, Advocates for respondents
No. 4 to 7
Shri J.K.Dang, Advocate for respondent No.8
No.9.
(IV)

UID CODE HR-0130
M/s Dhanlakshmi Buildings Developers Private Limited, having its

----Appellant-defendant No.1
Versus

–-- Plaintiff-respondent No. 1
Jasbir Singh,
ADJ, Gurugram
23.11.2022
6
2.Ms. Shaifali Khuslani daugther of Mr.Salil Singhal, resident of House

3.Mr. Vivek Khushlani son of Mr.H.L.Khushlani, resident of 32, Green
----Respondents-defendants No.2 to 7.

---- Respondent-defendant No.8.

----Respondent-defendant No.9.
Present: Shri Abhijat alongwith Shri Aman Kumar, Advocates

for the appellant.
Shri Vineet Malhotra alongwith Shri Vishal Gohri and
Shri Lalit Raghav, Advocates for respondent No. 3 to
5&7
Shri Mohit Paul, Advocate for respondent No.6.
Shri J.K. Dang, counsel for the respondent No.8.
No. 9.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
7
Civil Misc. Appeals against the order dated

06.09.2022, passed by Ms.Kavita Yadav, learned
Additional Civil Judge (Sr.Divn.), Sohna, Gurugram.
JUDGMENT:
By this judgment, I shall dispose of the above-mentioned
four civil Misc. Appeals, directed against the order dated 06.09.2022,
passed by Ms.Kavita Yadav, learned Additional Civil Judge (Sr.Divn.),
Sohna, Gurugram, by which the prayer of ad-interim injunction of the
respondent-plaintiff was allowed and status quo was directed to be
maintained regarding alienation and the nature and character of the suit
property during the pendency of the suit. For the sake of convenience,
the parties are referred to as plaintiff and defendants in this judgment
also as they stood originally referred before the learned Civil Court.
2. Brief facts of the case of the plaintiff are that the
defendants No.1 to 7 had agreed to sell the suit property (fully detailed
and described in schedule appended with the plaint) to the plaintiff vide
written agreement dated 31.08.2019 for a total sale consideration of
₹370 crores. Various terms and conditions were incorporated in the
said agreement relating to the mode and manner in which the sale of
suit property was to take place in favour of the plainitff. It has been
further averred that the licence was to be applied within seven days of
the execution of the definitive documents. However, the defendant No.1
to 7 have never supported the plaintiff in execution of definitive
Jasbir Singh,
ADJ, Gurugram
23.11.2022
8
documents. It has been further averred that with the execution of the
above said agreement, a valid and legal contract has come into
existence between the plaintiff and the defendants No.1 to 7 in terms of
which plaintiff has unrestricted rights to purchase the suit property. The
said agreement has never been revoked or cancelled by the parties and
is still subsisting. It has been further submitted that the plaintiff had
entered into an agreement as it wanted to develop the suit property into
an appropriate residential or commercial project. With this intention, the
payment of sale consideration was linked with the grant of licence
which would be requisite for development of the said land. It has been
further averred that the terms and conditions mentioned in Clause No.8
of the agreement reveals that the definitive documents would be
executed between the plaintiff and defendants No.1 to 7 and these
documents were described as collaboration documents etc. It has been
further averred that the licence could be obtained from the Town and
Country Planning Department on the basis of the collaboration
agreement entered into between the recorded owner and the property
developer of the project. It has been further averred that the plaintiff is
the real estate developer and a group of the subsidiary companies of the
plaintiff hold more than sufficient capacities to honour the said
agreement. It has been further averred that no restriction was mentioned
in the agreement against the right of the plaintiff to enter upon further
Jasbir Singh,
ADJ, Gurugram
23.11.2022
9
transactions with any other interest developers for developing the said
land. It has been further submitted that the plaintiff, soon after the
execution of the agreement ,has initiated the process which was
requisite for applying and obtaining the licence. The plaintiff has
obtained all the revenue records pertaining to the suit property. Mr.
Sameer Jain, Advocate was engaged to prepare a search report
regarding the title and possession of the defendants No.1 to 7 with
regard to suit property, which was prepared on 20.11.2019. As per said
search report, the suit property was mainly encumbrances free except
few issues. It has been further averred that on acquiring knowledge of
these issues, the plaintiff has immediately contacted the defendant
No.1 to 7 to take necessary action in order to remove the discrepancies.
An assurance was given by them to get the revenue record corrected as
soon as possible. It has been further averred that in the month of
February-March 2020, due to the Corona Virus pandemic, a nationwide
lockdown was imposed in March 2020, which continued for several
months. It has been further averred that in June, an understanding was
arrived at between the plaintiff and Mizta Realtech Pvt. Ltd. This
company was also interested in developing an appropriate piece and
parcel of land in Sohna. On account of mutual acquaintances, the
plaintiff as well as the said company through the concerned officials
came into contact and after due negotiations and commercial talks, an
Jasbir Singh,
ADJ, Gurugram
23.11.2022
10
understanding was arrived at between the plaintiff and the said
company that the said company shall provide assistance and aid to the
plaintiff for jointly developing the suit property. The aforesaid
understanding was reduced into writing on 24.06.2022 in the form of
Memorandum of Understanding (MOU). It has been further agreed that
the plaintiff would get the appropriate documents and agreements from
defendants No. 1 to 7 for the purpose of applying licence. It has been
further submitted that it was agreed through the said MOU that the
terms and conditions relating to the payment of the balance sale
consideration shall be complied with by the plaintiff with the assistance
provided by the said company. It has been averred that as per the rules
of Town and Country Planning Department, the licence could be
applied for the development on the basis of the collaboration of any
other appropriate agreement. The defendants No. 1 to 7 have assured
that the needful shall be done soon enough and relying upon these
assurances, the plaintiff has continued to wait. It has been further
averred that the plaintiff was always been and is still ready and willing
to comply with its part of the agreement and to make the payment of the
balance sale consideration and to get the sale deed executed in its
favour or in the favour of its nominee regarding the suit property. It has
been further averred that the said agreement was signed and executed
by defendant No.6-H.L.Khuslani for and on behalf of defendants No.1
Jasbir Singh,
ADJ, Gurugram
23.11.2022
11
to 7. He was one of the Director/authorized person of defendants No.1
and 6 and further related to defendants No.2 to 5. Thus, the agreement
was legally binding upon the defendants No.1 to 7. It has been further
averred that the defendants No. 1 to 7 have committed the act of
forgery, fraud and collusion about a month ago, as they have sold the
suit property to defendant No. 8. The details of the these illegal and
fraudulent alienations have been mentioned in para No.16 of the plaint.
It has been further averred that all the defendants were acting with
collusion with each other. It has been further averred that the defendants
No.1 to 7 kept the plaintiff in dark with the promise to correct the
revenue record, since the time plaintiff has requested to sort out the
above-stated issues. It has been further averred that the plaintiff had a
prior or pre-existing right in the suit property in which defendants No.1
to 7 have created third party interest in the portion of the same in favour
of the defendant No.8. It has been further submitted that now the
defendants are threatening to create further third party rights in the land
detailed in para No.1 and 15 of the plaint and incase the defendants
have succeeded in either alienating the said land or changing its nature,
the plaintiff will suffer irreparable loss and injuries which can not be
compensated in terms of money. It has been further submitted that the
plaintiff has very good prima facie case in his favour alongwith balance
of convenience and the plaintiff will suffer irreparable loss and injury if
Jasbir Singh,
ADJ, Gurugram
23.11.2022
12
stay is not granted in his favour. As such, it has been prayed that
defendants be restrained from alienating the land in question and
restraining the defendant No.9 from granting any permission or
sanction to the defendants qua any licence/change of land use to the
defendant No.8 or any of the defendants with regard to the said land.
3. Upon notice, defendant No.1 appeared and has filed the
reply stating therein that the plaintiff was never ready and willing to
perform its obligation under the purported agreement as it is made clear
from his conduct. It has been further averred that for a agreed sale
consideration of ₹ 370 crores, only a meager amount of ₹ 51,000/- was
tendered. It has been further averred that no documents of the plaintiff
even prima-facie indicate that it has the capacity to honour the
purported agreement. It has been further averred that the purported term
sheet was terminated and determined by defendant No. 6 vide letter
dated 16.03.2020 and the plaintiff must have sought a declaratory
decree that the agreement was wrongly terminated. It has been further
averred that the said agreement was only signed by the defendant No.6
and this cannot bind the answering defendants which is a company
incorporated under the Companies Act. There is absolutely no privity of
contract between answering defendant and the plaintiff. It has been
further averred that the term sheet is nothing but an agreement to enter
into an agreement regarding sale and purchase of the suit property and
Jasbir Singh,
ADJ, Gurugram
23.11.2022
13
thus is not enforceable in law. It has clearly envisaged that some other
definitive document was to be executed by them in future regarding the
sale and purchase of the suit property and thus, the term sheet could not
be referred to as definitive documents. It has been further averred that
the said term sheet was neither stamped, nor registered nor witnessed
nor the stamp of the alleged buyer affixed. It bears only two signatures
one of defendant No. 6 and the other of CEO of M3M namely Mr.Vinay
Singhal. It has been further averred that 12.09.2019, a whatsApp
message was sent by defendant No. 6 to Mr. Basant Bansal to send the
agreement to sell. The letter was replied on 17.09.2019. As there was a
difference in the understanding of the terms of the said term sheet, the
defendant No. 6 vide letter dated 16.03.2020, terminated the alleged
term sheet. It has been further averred that no correspondence of any
kind whatsoever between defendant and the plaintiff took place
between February to March 2020. On 10.03.2022, the defendant No. 8
before purchasing the suit property got issued public notice in the local
newspaper i.e. “Haribhumi” and “Morning Standard” to invite any
objections, if any, regarding the suit property and after this, the suit
property was sold to the defendant No. 8 by the defendants No. 1 to 7.
It has been further averred that the plaintiff has no right on the basis of
the alleged term sheet. As such, a prayer was made to dismiss the
application.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
14
4. Defendants No.3 to 5 and 7 in their joint reply have
submitted that the present suit is of commercial nature whereas the
plaintiff has filed the present suit as an ordinary suit, which is not
maintainable. It has been further submitted that no written agreement
has taken place between the answering respondents and the plaintiff.
The said binding term sheet was allegedly entered into between
defendant No.6 and plaintiff. It has been further averred that the said
binding term sheet cannot be relied upon as the same does not bear any
seal and signature of answering defendants nor it bears the seal of the
plaintiff company. It has been further averred that the plaintiff has
approached this Court with unclean hands and concealed the material
and relevant information as the ex-parte interim injunction had been
obtained by the plaintiff by an Arbitral Tribunal in collusion with its
sister concern i.e. M/s Mizta Raltech Pvt. Ltd. It has been further
averred that the plaintiff had not even disclosed the WhatsApp
messages dated 12.09.2019 and reply was given by 17.09.2019 and
further the letter of the defendant No.6 dated 16.03.2020. It has been
further averred that the arbitration proceedings were being withdrawn
by the sister concern of the plaintiff when they were fully exposed
before the Hon’ble High Court of Delhi in ArbA. (Comm.) No. 52 of
2022 titled as “Mrs. Meera Khushalani Others Vs. Mizta Realtech Pvt.
Ltd. & Another”. It has been further averred that the plaintiff does not
Jasbir Singh,
ADJ, Gurugram
23.11.2022
15
deserve any interim relief as what the plaintiff has done in this case
amounts to fraud upon the Court. It has been further averred that the
plaintiff be directed to tender the original documents as the same
appears to be forged and fabricated documents. It has been further
averred that the in view of the provision of Section 16(c) of Specific
Relief Act, there was never any readiness and willingness on the part of
the plaintiff to perform the agreement. Moreover, perusal of the term
sheet reveals that there was never any documents executed between the
parties. Even otherwise, defendant No.6 had already terminated the said
agreement. It has been further averred that the term sheet was agreed
for any purpose whatsoever. The term sheet had to be considered any
independent but not an agreement. It has been further averred that the
plaintiff has filed the present suit intentionally, deliberately,
fraudulently and maliciously with a view to extort money and block the
suit property which has already been sold by the answering defendants
No.1 to 7 to defendant No. 8. It has been further averred that plaintiff
in collusion with M/s Mizta Realtech Pvt. Ltd., has filed the present
suit. Denying rest of the averments of the application, a prayer has
been made to dismiss the application.
5. Defendant No.6 in his reply has submitted that the plaintiff
is not entitled to any relief from this Court as no written agreement
between the plaintiff and the answering defendant was executed as
Jasbir Singh,
ADJ, Gurugram
23.11.2022
16
alleged by the plaintiff. It has been further submitted that the term
sheet was allegedly entered into between the plaintiff and defendant
No.6, but it cannot be termed as written agreement. The binding term
sheet had never been signed by the defendants No. 3 to 5 and 7 nor it
has any seal of the company nor the signature of any authorized
representative of the above-mentioned defendants. It has been further
averred that the said binding term sheet was signed even without any
board resolution of the company of the plaintiff. It has been agreed
vide said binding term sheet, definitive documents will be executed by
the parties and no such definitive documents had been entered into or
executed between the plaintiff and the answering defendant. It has been
further averred that the execution of the definitive documents was
actually a pre-requisite to the closure of the term sheet and in the
absence of the same, no agreement could be enforced. Even otherwise,
the answering defendant had also terminated the said agreement vide
termination letter dated 16.03.2020. It has been further averred that the
plaintiff claims to have paid an amount of ₹51,000/- which is a meager
amount, out of value of the land,which is more than of ₹ 370 crores and
no decree can be granted to the plaintiff when he has paid such a
meager amount. The defendant No.6 has taken almost the same pleas as
has been taken by the defendants No.3 to 5 and 7. With these
submissions, a prayer has been made to dismiss the application.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
17
6. Defendant No.8 has submitted in its reply that it has no
knowledge about the said term sheet while purchasing the suit property.
It is a bonafide purchaser of the suit property on payment of the
valuable sale consideration. Prior to the purchase, adequate precautions
had been observed by it. The due enquiries had been made from the
revenue record and registration record and at the spot. The enquiries
made by the answering defendant reveals that the vendor of the
answering defendant had full fledged title and were in peaceful
possession of the suit property. After being satisfied that the vendor had
valid and marketable title in respect of the suit property which is free
from all defects, the answering defendant proceeded to purchase the
same for a valuable sale consideration of amount of ₹ 340 crores by
virtue of the registered sale deeds. It has been further submitted that the
sale deeds were executed in valid and legal manner and now the
answering defendant is in peaceful possession of the suit property. It
has been further averred that the answering defendant came to know
about the alleged term sheet dated 31.08.2019 after the institution of the
present suit, which is claimed to have been signed by only one
defendant, out of the defendants No.1 to 7. It does not bear any stamp
of the plaintiff or the signature of the defendants No.1 to 5 and 7. In
fact, no concluded contract came into existence as claimed by the
plaintiff. Also, an amount of ₹ 51,000/- was stated to have been paid in
Jasbir Singh,
ADJ, Gurugram
23.11.2022
18
cash by the plaintiff for purportedly getting executed the alleged term
sheet dated 31.08.2019. So, as per such term sheet dated 31.08.2019, a
sum of ₹20,00,51,000/- would be paid as an advance at the time of
agreement, however, no such amount was paid. So, when the parties
agreed upon the terms, the same was for the purpose of entering into the
contract itself. The prelude should not be confused with the contract
itself. As no definitive documents as contemplated in the alleged term
sheet dated 31.08.2019 were executed between the plaintiff and the
defendants No. 1 to 7, no documents came into existence by way of
appending of signature. A mere agreement to enter into another
agreement is not enforceable. It has been further submitted that the
balance sale consideration was to be paid in two trenches i.e. 50% of
the balance sale consideration amount of ₹ 175,00,00,000/- would have
to be paid within a period of 09 months from the date of grant of licence
and the remaining 50% amount of ₹ 175,00,00,000/- had to be paid
within the period of 12 months from the grant of licence. So far as, the
licence was concerned, it was mentioned in the said term sheet that the
same would be applied within a period of 07 days from the date of
execution of the definitive documents. So, the alleged term sheet was
vague. Even, it was neither stamped nor registered. It has been further
averred that no communication/reminder from the plaintiff to the
defendants No. 1 to 7 was sent for calling upon them to do any act, deed
Jasbir Singh,
ADJ, Gurugram
23.11.2022
19
or thing in furtherance of alleged term sheet. Rather, there is an
inordinate delay in instituting the present suit. It has been further
averred that the answering defendant was not bound by the alleged term
sheet dated 31.08.2019. It has been further averred that considering the
financial capacity of the plaintiff company, it can be said that it was
never ready and willing to enter into or perform its part of alleged term
sheet. It has been further averred that the objective of the plaintiff is to
victimize, harass, humiliate and blackmail the answering defendant. It
has been further submitted that no group or subsidiary companies of
plaintiff hold more than sufficient capabilities to honour the alleged
agreement. Rather, the plaintiff had knowledge that absolutely it had no
financial capacity to engage itself in relation to establish the business. It
has been further averred that the signature on the alleged term sheet
dated 31.08.2019 can easily be compared by this Court with naked
eyes. The Annexure II was never signed by the defendant No. 6 and it
was forged by the plaintiff. With these pleas, a prayer was made to
dismiss the application.
7. The defendant No. 9 has not filed the reply to the
application.
8. After hearing the parties, the learned lower Court allowed
the application under Order 39 Rules 1 and 2 read with Section 151 of
CPC and feeling aggrieved by the order dated 06.09.2022, the
Jasbir Singh,
ADJ, Gurugram
23.11.2022
20
aggrieved parties have filed their respective appeals .
9. I have heard learned counsel for the parties and have
perused the requisitioned record of the learned lower Court.
10. The learned counsels appearing on behalf of defendants
have argued that the the impugned order passed by the learned lower
court is based on conjectures and surmises and is liable to be set aside.
It has further been argued that the term sheet is forged and fabricated
document and has not been signed by the defendants and as such, they
are not bound by the same. It has been further argued that the the term
sheet can not be directed to be enforced in as much as it does not
constitute a Contract as per Section 10 of the Indian Contract Act, 1872.
It has also been argued that the parties were never consensus ad-idem
on the definitive documents to be allegedly executed between them. It
has also been argued that the term sheet was terminated by letter dated
16.03.2020 and the plaintiff has not challenged the same. It has further
been argued that no specific performance can be granted in view of the
provision of Section 19(b) of the Specific Relief Act, 1963. It has been
argued that the suit is barred by principles of estoppel, as the plaintiff
prior to filing the suit, has taken a stand that only a Collaboration
Agreement has to be executed and that the commercial understanding
between the parties was for execution of a Collaboration Agreement ,
however, in the prayer of plaint, it has been claimed that it was for
Jasbir Singh,
ADJ, Gurugram
23.11.2022
21
execution of sale deed.
It has further been argued that the plaintiff has paid a
meager amount of ₹ 51,000/- to Mr. H.L.Khushalani and did not file
any document to show his financial capacity and as such, plaintiff was
never ready and willing to perform its part of contract. It has also been
argued that the plaintiff has not disclosed the complete facts and has
deliberately withheld the same. It has been further argued that the MOU
executed between Fruitful and Mizta is in contravention of
confidentiality clause, In support of his arguments, the learned counsels
for the defendants have placed reliance upon the following authorities:
1. Bhaskar Laxman Jadhav and others Versus Karamveer

Kakasaheb Wagh Education Society & Others, (2013) 11 SCC 531;
2. Hillcrest Reality SDN, BHD Versus Hotel Queen Road Private

Limited, 2009 SCC OnLine Del 4336;
3.S.P.Chengalvarya Naidu (Dead) By LRs Versus Jagannath (Dead)

By LRs and others, (1994) 1 SCC1;
4.Joginder Singh Versus Ramanand, 2010 Lawpack (Del)41792;
5.Warner Bros Entertainment Inc. Versus Harinder Kohli, 2008

Lawpack (Del) 35763;
6.Satish Khosla Versus Eli Lilly Ranbaxy Limited, 1998 ($$) DRJ
(DB);
7.Gujarat Bottling Company Limited and others Versus Coca Cola

Company and others (1995) 5 SCC 545;
8.Reckitt Benckiser (India) Private Limited Versus Reyndders

Labels Printing India Private Limited and Anr. (2019)7 SCC;
Jasbir Singh,
ADJ, Gurugram
23.11.2022
22
9. Altico Capital India Limited Versus Sare Gurugram Private

Limited & Others 2021 Lawpack (Del) 81683;
10.Sushil Jain Versus Meharban Singh & Ors. ILR 2012(6) DEL
186;
11.John Tinson & Company Private Limited Versus Surjeet

Malhan, 1997(9) SCC 651;
12.Aggarwal Hotel (P) Ltd. Versus Focus Properties (P) Ltd. 1996
SCC OnLIne Del 354;
13. T.Muralidhar Versus PVR Murthy, 2015(17) DLT 49;
14.Delhi Jal Board Versus Esskay Kohli, 2007(3) Arbitration Law

Reporter 314;
15.Padmakumari and Ors. Versus Dasayyan and Ors. (2015)8 SCC

695;
16.Hansa Gandhi Versus Deep Shankar Roy & Ors. (2013)12 SCC
776;
17. I.S.Sikandar Versus K.Subramani & others, 2013(15) SCC 27;
18.Dharampal Satyapal Limited Versus Sanmati Trading and

Investment Limited and another, 2020 Lawpack (Del) 74197;
19.Dresser Rand S.A. Versus I.Bindal Agro Chem Limited, 2006(1)

SCC 751;
20.Davender Kumar Sharma Versus Mohinder Singh and others,

2012 SCC OnLine Delhi 4441;
21.Speech and Software Technologies (India) Private Limited

Versus Neos Interactive Limited , 2009(1) SCC 475;
22.M/s Heritage Lifestyle and Developers Limited Versus M/s Cool

Breeze Cooperative Housing Society Limited and others;
23.Her Highness Maharani Shantidevi P.Gaikwad Versus Savjibhai

Haribhai Patel and others, 2001(5) SCC 101;
Jasbir Singh,
ADJ, Gurugram
23.11.2022
23
24.Vinod Seth Versus Devinder Bajaj and another 2010(8) SCC(1);
25.Deepak Singhla Versus Kanta Nagpal, 2018 Lawpack

(Del)67934;
26.His Holiness Acharya Swami Ganesh Dassji Versus Sita Ram

Thapar, (1996) 4 SCC 526;
27.Dalip Singh Versus State of U.P. (2010) 12 SCC 114;
28.Padmawati Versus Harijan Sewak Sangh, 154 (2008) DLT 411;
29.Ambalalbhai Sarabhai Enterprise Limited Versus K.S.Infra

Space LLP Limited and another, 2020 (5) SCC 410;
30.Balram Singh Versus Kelo Devi , 2022 SCC OnLine SC 1283.
31.IG Builders & Promoters Pvt. Ltd. Versus DR Ajit Singh and
Ors. CS(OS) 83/2011 decided on 27.05.2011.
11. On the other hand, despite having been granted numerous
opportunities, arguments were not advanced by the counsels for
plaintiff. However, averments made in the plaint and documents placed
on record were perused.
12. File perused. Documents placed on record also
appreciated.
13 Plaintiff is seeking specific performance of agreement to
sell rendered in the form of binding term sheet dated 31.08.2019. As
such, the basic question which requires consideration, in these appeals,
is as to whether, prima facie, the binding term sheet dated 31.08.2019
can be considered as a concluded agreement for sale of the suit property
or not? Similar type of situation arose before Hon’ble Delhi High Court
Jasbir Singh,
ADJ, Gurugram
23.11.2022
24
in case titled as IG Builders & Promoters (Supra). After having
considered various authorities, Hon’ble High Court has laid down the
principles, which could be followed by the courts, to find out as to what
are the essential ingredients to make an agreement to sell. Said
principles, as contained in para No.15 of the said judgment, are
reproduced as under:-
“15.1 The four ingredients necessary to make an agreement to sell are:

(i) particulars of consideration; (ii) certainty as to party i.e. the vendor
and the vendee; (iii) certainty as to the property to be sold; and (iv)
certainty as to other terms relating to probable cost of conveyance to be
borne by the parties, time, etc.
15.2 The first fundamental, which must be proved beyond all

reasonable doubt is the existence of a valid and enforceable contract.
15.3 It is the duty of the court to construe correspondence with a view

to arrive at a conclusion whether there was any meeting of mind
between the parties, which could create a binding contract between
them but the Court is not empowered to create a contract for the parties
by going outside the clear language used in the correspondence.
15.4 The uncertain and undefinite receipts prima facie indicate that the
parties were still to negotiate to arrive at the agreed terms and
conditions for sale of the suit property. If after the issuance of alleged
receipts till the filing of the suit, there were no
negotiations/communications between the parties, it prima facie
indicates that there was no consensus between the parties to formally
Jasbir Singh,
ADJ, Gurugram
23.11.2022
25
execute an agreement to sell.
15.5 If the two minds were not ad-idem in respect of the property to be
sold, the court cannot order specific performance.
15.6 The stipulations and terms of the contract have to be certain and
the parties must have been consensus ad idem. The burden of showing
the stipulations and terms of the contract and that the minds were ad
idem is on the plaintiff. If the stipulations and terms are uncertain, and
the parties are not ad idem, there can be no specific performance, for
there was no contract at all. Where there are negotiations, the court has
to determine at what point, if at all, the parties have reached agreement.
15.7 Specific performance will not be ordered if the contract itself

suffers from some defect which makes the contract invalid or
unenforceable.
15.8 The Court has to consider the conduct of the plaintiff and
circumstances outside the contract and the Court will not order specific
performance if the defendant can show any circumstances dehors,
independent of the writing, making it inequitable to interpose for the
purpose of a specific performance.
15.9 If the so-called repudiation or cancellation takes place within few

days, no damage by way of loss of profit because of escalation in prices
would result to the plaintiff.
15.10 If under the terms of the contract, the plaintiff gets an unfair
advantage over the defendant, the Court may not exercise its discretion
Jasbir Singh,
ADJ, Gurugram
23.11.2022
26
in favour of the plaintiff. So also specific relief may not be granted if

the defendant would be put to undue hardship which he did not foresee
at the time of agreement. If it is inequitable to grant specific relief, then
also the Court would desist from granting a decree to the plaintiff.
15.11 The party who seeks specific performance being equitable relief,
must come to the Court with clean hands. In other words, the party who
makes false allegations does not come with clean hands and is not
entitled to the equitable relief.
15.12 The Court has to consider whether it would be fair, just and
equitable. The Court is guided by the principles of justice, equity and
good conscience.
15.13 While exercising the discretion, the Court would take into
consideration the circumstances of the case, the conduct of parties, and
their respective interests under the contract. No specific performance of
a contract, though it is not vitiated by fraud or misrepresentation, can be
granted if it would give an unfair advantage to the plaintiff and where
the performance of the contract would involve some hardship on the
defendant, which he did not foresee.
15.14 The specific performance is an equitable relief. Section 20 of the

Specific Relief Act, 1963 preserves judicial discretion. The Court is not
bound to grant specific relief merely because it is lawful to do so. The
motive behind the litigation is to be examined. The Court while
granting or refusing the relief has to consider whether it would be fair,
just and equitable. In case, where any circumstances under Section
20(2) are established, the relief is to be declined. The relief sought
Jasbir Singh,
ADJ, Gurugram
23.11.2022
27
under Section 20 is not automatic as the Court is required to see the

totality of the circumstances which are to be assessed by the Court in
the light of facts and circumstances of each case. The conduct of the
parties and their interest under the contract is also to be examined.
15.15 The principle underlying Section 52 of TP Act is based on justice
and equity. The operation of the bar under Section 52 is however
subject to the power of the court to exempt the suit property from the
operation of section 52 subject to such conditions it may impose. That
means that the court in which the suit is pending, has the power, in
appropriate cases, to permit a party to transfer the property which is the
subject-matter of the suit without being subjected to the rights of any
part to the suit, by imposing such terms as it deems fit.”
14. The crux of facts of the present case are that the binding
term sheet dated 31.08.2019 was executed by the authorized
representative of the plaintiff and defendants No.1 to 7. It is the
admitted fact that only the defendant No.6 has put his signatures over
the said binding term sheet dated 31.08.2019 and as such, it has not
been signed by the remaining defendants No.1 to 5 and 7. It is also
admitted fact that there is no power of attorney or written authorization
given by the defendants No.1 to 5 and 7 in favour of defendant No.6 for
execution of the aforesaid binding term sheet dated 31.08.2019 on their
behalf. It is also clear that plaintiff has not explained as to why the said
binding term sheet dated 31.08.2019 was not signed by defendants No.1
to 5 and 7, despite the fact that defendant No.6 was not holding any
Jasbir Singh,
ADJ, Gurugram
23.11.2022
28
power of attorney or written authorization of defendants No.1 to 5 and
7. If the defendants No.1 to 5 and 7 had agreed to sell the suit property
to the plaintiff, then said binding term sheet dated 31.08.2019, should
have been signed by them or alternatively, the power of attorney should
have been prepared and given to the defendant No.6. It has also not
been explained as to why plaintiff has never insisted for obtaining the
signatures of defendants No.1 to 5 and 7 on the binding term sheet
dated 31.08.2019 or for their power of attorney in favour of defendant
No.6.
15. After applying the aforesaid principles of law, as
enumerated in Para No.13, to the facts of the present case, it has
emerged as under:
1. Perusal of termination letter dated 16.03.2020 reveals

that it has been started with word “we” and word “us”
has also been used therein. On the basis of the aforesaid
words, it has been claimed by the plaintiff that defendant
No.6 has signed the binding term sheet on his behalf as
well as on behalf of defendants No.1 to 5 and 7.
In this regard, it is pertinent to mention here that
defendants No. 1 and 7 are companies and as per Section
21 of the Companies Act, 2013, for signing of an
agreement by a company, Board Resolution is
mandatorily required. Admittedly, Board of Directors of
defendants No.1 and 7, have not passed any resolution in
favour of defendant No.6. In these circumstances, when
statute provides for doing a particular thing in a
particular way, then it can not be tinkered with simply by
use of words “we” and “us”, in a letter, for drawing the
inference that authority has been given by defendants
No.1 and 7.
In these circumstance, it can be said that there is no
Jasbir Singh,
ADJ, Gurugram
23.11.2022
29
power of attorney or written authorization given by

defendants No.1 to 5 and 7 in favour of defendant No.6,
whereby, they have authorized him to sell the suit
property on their behalf. As such, there is no privity of
contract between the plaintiff and defendants No.1 to 5
and 7. In absence of any written authorization or power
of attorney, it can be said that the so called binding term
sheet dated 31.08.2019, executed by defendant No.6 in
favour of plaintiff, is not binding on the defendants No.1
to 5 and 7. In this regard, finding given by the learned
lower court that binding term sheet was signed by
defendant No.6 on behalf of defendants No.1 to 5 and 7
also, is purely based on surmises and conjectures, as
there is no document on the file to support this finding.
As such, it can be said that this finding of the lower court
is erroneous and illegal.
2. The term ‘definitive documents’ has been interpreted

by both the parties in their own different ways. As such,
both parties were never consensus ad-idem on the
meaning of ‘definitive document’ to be allegedly
executed between them, as per the terms and conditions
of binding term sheet.
As per clause 6 of term sheet, a sum of ₹ 20 crores

was to be paid at the time of execution of ‘definitive
documents’. As per clause 8 of the term sheet, plaintiff
had to apply for obtaining licence within 7 days of the
execution of ‘definitive documents’. As per clause 8 of
the term sheet, defendants were required to support the
plaintiff in applying for and obtaining the licence on the
suit property including any document to be executed by
sellers i.e. defendants as per authority’s requirement like
Collaboration Agreement etc.
In this regard, the Whatsapp chat, which took place

between defendant No.6 and Mr.Vivek Singhal,
authorized representative of plaintiff, is relevant. For the
facility of reference, said whatsapp chats dated
12.09.2019 of defendant No.6 and 17.09.2019 of
Mr.Vivek Singhal, are reproduced as below:
“The chat dated 12.09.2019 of defendant No.6 is as
Jasbir Singh,
ADJ, Gurugram
23.11.2022
30
follows:
The binding sheet of 31.08.2019 is for the sale of the

property and not for any other purpose and to this end its
specifies that the consideration for the same transaction
of the subject land shall be paid by the buyer in two
tranches. You have, instead of sending the agreement to
sell sent a host of documents which have nothing to do
with the sale of subject land. Clearly your action is
inconsistent with the sale. If you wish to proceed with the
same, please arrange to send the agreement to sell for our
review within 21 (Twenty One) days from the date of this
letter, failing which we will assume, you do not wish to
proceed with the transaction”
The said chat was replied by Mr. Vivek Singhal on

17.09.2019, in which, it was mentioned that the plaintiff
was working sincerely to close the transaction in
accordance with the term sheet. With this view,
collaboration agreement and general power of attorneys
had been sent which capture the commercial understating
reached between the parties exactly as per the terms of
the term sheet. It has been further written that the said
documents were necessary for getting the development
licences for the subject land from the concerned
government authority. The defendant No. 6 was further
invited to meet personally and discuss the concern that he
had to move forward and close this transaction.
From the aforesaid conversation, it is clear that

meaning of term ‘definitive documents’ for defendant
No.6 was to enter into an agreement to sell for sale of the
property, whereas, for plaintiff, it was meant to execute
the collaboration agreement and the general power of
attorney. As such, both parties are not consensus ad-idem
on the meaning of term ‘definitive documents’ to be
allegedly executed between the parties. As such, in these
circumstances, it can be said that the alleged binding
term sheet is quite vague and uncertain. Resultantly, it
can be held that there is no concluded contract as
definitive documents could not be executed between the
parties as per term sheet dated 31.08.2019 for sale and
purchase of suit property.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
31
3.The perusal of binding term sheet further reveals that

plaintiff has made the payment of ₹51,000/- to defendant
No.6 with the knowledge that defendant No.6 had no
power of attorney or written authorization on behalf of
defendants No.1 to 5 and 7 to sell the suit property.
As such, from the circumstances, it appears that the
plaintiff has made the payment of ₹51,000/- to the
defendant No.6 with the aim and intention that he will
persuade defendants No.1 to 5 and 7 to agree to sell the
suit property to the plaintiff. As such, defendant No.6
was roped in by the plaintiff to initiate the deal of sale of
suit property and to take it further to its logical
conclusion for final sale of the property by way of
persuading the remaining defendants No.1 to 5 and 7, to
sell their shares. As such, binding term sheet is simply
an agreement to enter into an agreement to sell of suit
property and therefore, it can not be termed as a
concluded contract allegedly executed even between the
plaintiff and defendant No.6.
4. Perusal of document further reveals that the plaintiff

has never insisted for obtaining the signatures of
defendants No.1 to 5 and 7 on the binding term sheet
dated 31.08.2019 or power of attorney of defendants
No.1 to 5 and 7 because the plaintiff knew that the
defendants were not ready to sell the suit property. In that
circumstance also, it can be said that alleged binding
term sheet is the starting point of deal of sale of suit
property and as such, it can not be termed as a
final/concluded agreement to sell entered into between
the parties.
5. Perusal of document further reveals that plaintiff has

paid a sum of ₹ 51,000/- to defendant No.6, at the time
of execution of binding term sheet. The property
involved is of value more than hundred crores of rupees.
As such, the amount paid by the plaintiff to defendant
No.6, is meager one as compared to the value of the suit
property. As such, the binding term sheet dated
31.08.2019, gives an unfair advantage to the plaintiff
over the defendants considering that the plaintiff took
Jasbir Singh,
ADJ, Gurugram
23.11.2022
32
advantage of the trust of defendant No.6 to get the term

sheet signed from him, so as to bind him to sell the suit
property and to entangle the suit property in a litigation.
On this ground also, it can be said that binding term sheet
was not a concluded agreement/contract executed
between the parties.
6. The perusal of binding term sheet reveals that there is

no mention of execution/registration of sale deed. It only
mentions about of obtaining licence and payment of
balance sale consideration within 09/12 months from the
date of grant of licence. As such, issuance of licence is a
condition precedent for making further payment after
execution of ‘definitive documents’. This condition
makes the binding term sheet a contingent contract. In
the binding term sheet, it has not been explained as to
what will be fate of the suit property, if the licence is not
granted by the competent authority. It has also not been
explained as to what kind of licence would be applied
and who would bear the expenses of stamp duty as well
as of the sale deed. There is no mention about execution
of sale deed in the binding term and this circumstance,
indicates that binding term sheet is quite vague and
uncertain about the final outcome of deal. As such,
alleged binding term sheet is quite silent on the aforesaid
aspects and as such, it can be termed as uncertain,
contingent and vague document and as such, the same is
unenforceable and no relief can be granted on the basis of
said term sheet.
7. As discussed above, plaintiff has merely made the

payment of ₹51,000/- to defendant No.6 and has put the
suit property of crores of rupees open for litigation. This
conduct of the plaintiff shows that he has got executed
the binding term sheet dated 31.08.2019 with some
ulterior and mischievous mind with the aim and intention
to bind defendant No.6 for sale of the suit property,
knowing fully well that he was not holding a power of
attorney or written authorization on behalf of defendants
No.1 to 5 and 7 to sell the suit property. This
circumstance has put the defendant No.6 to undue
hardship, which he did not see at the time of execution of
binding term sheet and it makes the binding term sheet as
Jasbir Singh,
ADJ, Gurugram
23.11.2022
33
an unfair document.
16. In view of the facts and circumstances mentioned here-in-
above, this court is of the view that there is no written agreement
whatsoever between the plaintiff and defendants No.1 to 5 and 7, who
are joint owners of the property and there is no written authorization or
power of attorney given by defendants No.1 to 5 and 7 in favour of
defendant No.6, who has executed the binding term sheet dated
31.08.2019, which is not binding on defendants No.1 to 5 and 7. It is
further clear that parties are not at consensus ad-idem regarding
execution of ‘definitive documents’ and as such, there is no concluded
contract between the parties. It is further clear that binding term sheet is
quite vague, uncertain and therefore, it can simply be treated as an
agreement to enter into a final agreement of sale. It is further clear that
plaintiff has got signed the binding term sheet from defendant No.6
under suspicious circumstances with aim and intention to entangle the
property of defendants No.1 to 5 and 7 in litigation with the hope that
the plaintiff can, with the court delays, drag the case for years and the
other side would succumb to buy peace. If the other side does not so
settle in the end, they are hardly compensated and remains a loser.
17. It has been claimed by the defendants that binding term
sheet submitted by the plaintiff is a forged and fabricated document, as
the plaintiff and its associates had later on, affixed signatures of
Jasbir Singh,
ADJ, Gurugram
23.11.2022
34
witnesses, in the said binding term sheet and signature of defendant
No.6 in the alleged annexure, depicting land schedule, annexed with the
binding term sheet.
The aforesaid claim of fraud and forgery of defendants
stands fortified from the perusal of binding term sheet, which does not
bear the signatures of the witnesses, placed on record by them. The bare
comparison of the signature of defendant No.6 available on binding
term sheet with the alleged signature of defendant No.6 available on the
annexure containing the details of the land shows that both differs in
texture. It is the consistent version of the defendants that despite their
repeated request, plaintiff failed to produce original binding term sheet
and alleged land schedule with the simple explanation that these
documents are not traceable. From the perusal of the binding term sheet
and schedule of land placed on record by both the parties, it could be
inferred that these documents are at variance qua the signatures of the
witnesses over the binding term sheet and signature of defendant No.6
over the schedule of land, annexed as annexure with binding term sheet.
No satisfactory explanation has been given by the plaintiff to refute this
allegation of defendants by way of production of original documents.
The variance, as pointed out here-in-above, in a simple way suggest
that some sort of dishonesty or fraud has been committed by addition of
signatures of the witnesses on binding term sheet or by forging
Jasbir Singh,
ADJ, Gurugram
23.11.2022
35
signature of defendant No.6 over schedule of land, which could be
looked into by appropriate authority in the appropriate proceedings. All
these circumstances, indicate that this forgery has been committed by
the plaintiff with the aim and intention to drag the defendants into
litigation with a view that they would get tired and then would agree to
compromise with the plaintiff by giving up some right or paying some
money. In other words also it can be said that if defendants are not able
to continue contesting the case, or court by reason of falsehood falls
into an error, plaintiff may continue to fight it out. Even if , the plaintiff
ultimately lose the lis, it may become the real victor and have the last
laugh.
18. It has been further claimed by the defendants that the
plaintiff was not ready and willing to perform its part of the contract as
it was not having the sufficient financial capacity to pay the amount as
agreed in the agreement. It has been further claimed that though in its
plaint, the plaintiff had alleged that it was always ready and willing to
perform its part of contract. It has been further claimed that after the
execution of the binding term sheet, in June 2020, it had entered into an
contractual agreement with M/s Mizta Realtech Pvt. Ltd., so as to
undertake development on the land in question. The defendants have
placed on record the documents relating to valuation and business
operation of plaintiff and of its associate M/s Mizta Realtech Pvt. Ltd.
Jasbir Singh,
ADJ, Gurugram
23.11.2022
36
Perusal of these documents reflect that both companies do not have
sufficient funds available with them to proceed with the transaction.
It is settled law that for relief of specific performance,
plaintiff has to prove that all along and till the final decision of the suit,
he was ready and willing to perform his part of contract. It is bounden
duty of the plaintiff to prove his readiness and willingness by adducing
evidence. This crucial fact has to be determined by considering all the
circumstances including availability of funds and mere statement or
averment in the plaint of readiness and willingness would not suffice,
In these circumstances, it can be said that plaintiff was not
ready and willing to perform its part of contract. Therefore, the findings
given by the learned lower court on this issue/point are, prima facie,
erroneous and illegal.
19. Defendant No.8 has taken the plea of bonafide purchaser
on payment of valuable sale consideration without notice of alleged
binding term sheet dated 31.08.2019. In this regard, it is pertinent to
mention here that the alleged binding term sheet dated 31.08.2019, is an
unregistered document. Before entering into alleged term sheet, no
public notice was given. No entry in the revenue record was also got
made. Defendants No.1 to 7 had also not disclosed to defendant No.8
about the alleged term sheet dated 31.08.2019. In the plaint, it has
nowhere been claimed as to defendant No.8 has prior knowledge of the
Jasbir Singh,
ADJ, Gurugram
23.11.2022
37
alleged term sheet. Defendant No.8, has made due enquiries and found
that the suit land is free from all defects and there exists a valid and
marketable title in favour of defendants No.1 to 7. It was further
revealed from the enquiries that the defendants No. 1 to 7 were full
fledged and lawful owners in physical possession of the suit property
and are competent and entitled to deal with it and alienate the same.
Thereafter, defendant No.8 has also got published a public notices in
the newspaper, whereby objections were called for, if any, to the
proposed purchase of land by defendant No.8 and no objection was
received. Thereafter, defendant No.8 has purchased the suit property on
payment of sale consideration of amount of ₹340 crores, by virtue of
registered sale deeds. Aforesaid sale deeds, were executed in a valid and
legal manner and defendant No.8 has become full-fledged and lawful
owner in possession of the suit land. Hence, defendant No.8 has
established that it is a bonafide purchaser of the suit land on payment of
valuable sale consideration and it has got every right to use the same in
the manner, it likes. If the injunction is granted in favour of plaintiff,
then it would certainly cause great loss to defendant No.8 who has paid
such a big amount. Even if, the case is dismissed in the end, it would
give benefit to the plaintiff only as the project of defendant No.8 would
be kept in abeyance till the decision of the matter and it would be like a
winning situation for the plaintiff. In this circumstance, it can be said
Jasbir Singh,
ADJ, Gurugram
23.11.2022
38
that findings recorded by the learned lower court on this point are
erroneous and illegal and are set aside.
20. Counsels for defendants has argued that plaintiff has failed
to even mention the description of the suit land in the plaint and
therefore, plaintiff has failed to comply with the provisions of Order 7
Rule 3 of CPC. From the perusal of the plaint, it is clear that in para
No.1 of the plaint, it has simply been mentioned as under:
“1.That the following land is subject matter of the

litigation has been detailed in the schedule appended to
this plaint. The said schedule is part of this plaint and,
thus, be accordingly treated.”
Perusal of the aforesaid para makes it amply clear that
there is non-compliance of provision of Order 7 Rule 3 of CPC.
Therefore, the present suit, prima facie, appears to be defective on this
count.
21. From the record, it is clear that in the prayer clause of the
plaint, plaintiff has prayed for execution of the sale deed, whereas, by
way of letter dated 17.09.2019, plaintiff has sought execution of
Collaboration Agreement and has refused to execute any document of
sale. As such, suit of plaintiff, prima facie, appeared to be barred by
principles of estoppel.
22. In view of the above discussion, it can be said that alleged
Jasbir Singh,
ADJ, Gurugram
23.11.2022
39
binding term sheet is quite vague, uncertain and contingent. Prima facie
it appears that parties were still to negotiate to arrive at the agreed terms
and conditions for sale of the suit property. As such, it appears, prima
facie, to be an agreement to enter into a final agreement of sale. As
such, it is not enforceable nor does it confers any right upon the parties.
In these circumstances, this court is of the view that there is no prima
facie, case in favour of the plaintiff; balance of convenience is also in
favour of the defendants, who would suffer irreparably in the event of
an injunction being granted in this matter. Suit is, prima facie,
vexatious and frivolous. Plaintiff is, therefore, not entitled to any
injunction. Accordingly, the impugned order passed by the learned
lower court is hereby set aside. Accordingly, application under Order
39 Rules 1 and 2 read with Section 151 of CPC, stands dismissed.
Accordingly, appeals are allowed with no order as to costs.
Needless to mention that nothing observed here-in-above
would reflect on the merits of the case, in any manner, during the trial
as the same has been so recorded for the limited purpose of deciding the
present appeals.
The parties are directed to appear before the learned lower
court on 02.12.2022, for further proceedings. A copy of the said
judgment be placed in the connected Civil Misc. Appeals mentioned
above. Memo of costs be prepared. Trial court record together with
Jasbir Singh,
ADJ, Gurugram
23.11.2022
40
copy of Judgment be sent back. Files be consigned to record room after
due compliance.
Announced in open court Jasbir Singh

23.11.2022 Additional District Judge,
Parveen Gurugram.
Note: All the pages of this judgment have been

duly checked and signed by me.
Jasbir Singh
Additional District Judge,
Gurugram. 23.11.2022
Digitally signed
PARVEEN by PARVEEN
KUMARI
KUMARI Date: 2022.11.24
12:41:12 -0400
Jasbir Singh,
ADJ, Gurugram
23.11.2022

Display PDF - PHP

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Display PDF - PHP

Uploaded by

Copyright:

Available Formats

1

IN THE COURT OF JASBIR SINGH: ADDITIONAL DISTRICT

Civil Misc.Appeal No. 57 of 19.09.2022

M/s Signature Global Business Park Private Limited, having its

1. M/s Fruitful Constructions Private Limited having its registered

–-- Plaintiff-Respondent No. 1

2. M/s Dhanlakshmi Buildings Developers Private Limited, having its

9.Town & Country Planning Haryana,Chandigarh, SCO 71 to 75,

---- Respondent-defendant No.9.

Present: Shri J.K.Dang, Advocate for appellant.

Civil Misc.Appeal No. 58 of 19.09.2022

1.Mr. Vivek Khushlani son of Mr.H.L.Khushlani, resident of 32, Green

----Appellants-defendant No.3 to 5 & 7.

1. M/s Fruitful Constructions Private Limited having its registered

–-- Plaintiff-Respondent No. 1

2. M/s Dhanlakshmi Buildings Developers Private Limited, having its

----Respondents-defendants No.1,2,6,8 & 9

Present: Shri Vineet Malhotra alongwith Shri Vishal Gohri

Civil Misc.Appeal No. 56 of 19.09.2022

H.L.Khushlani son of Mr.L.S.Khushlani, resident of 48, Paschim Marg,

1. M/s Fruitful Constructions Private Limited having its registered

–-- Plaintiff-respondent No. 1

2. M/s Dhanlakshmi Buildings Developers Private Limited, having its

----Respondents-defendants No.1 to 5 & 7.

8.M/s Signature Global Business Park Private Limited, having its

9.Town & Country Planning Haryana,Chandigarh, SCO 71 to 75,

Present: Shri Sanjeev Sindhwani Senior Advocate with Mr.

Civil Misc.Appeal No. 60 of 19.09.2022

M/s Dhanlakshmi Buildings Developers Private Limited, having its

1. M/s Fruitful Constructions Private Limited having its registered

2.Ms. Shaifali Khuslani daugther of Mr.Salil Singhal, resident of House

8.M/s Signature Global Business Park Private Limited, having its

---- Respondent-defendant No.8.

9.Town & Country Planning Haryana,Chandigarh, SCO 71 to 75,

Present: Shri Abhijat alongwith Shri Aman Kumar, Advocates

Civil Misc. Appeals against the order dated

By this judgment, I shall dispose of the above-mentioned

passed by Ms.Kavita Yadav, learned Additional Civil Judge (Sr.Divn.),

Sohna, Gurugram, by which the prayer of ad-interim injunction of the

respondent-plaintiff was allowed and status quo was directed to be

the parties are referred to as plaintiff and defendants in this judgment

2. Brief facts of the case of the plaintiff are that the

written agreement dated 31.08.2019 for a total sale consideration of

₹370 crores. Various terms and conditions were incorporated in the

the execution of the definitive documents. However, the defendant No.1

to 7 have never supported the plaintiff in execution of definitive

existence between the plaintiff and the defendants No.1 to 7 in terms of

entered into an agreement as it wanted to develop the suit property into

an appropriate residential or commercial project. With this intention, the

payment of sale consideration was linked with the grant of licence

of the agreement reveals that the definitive documents would be

executed between the plaintiff and defendants No.1 to 7 and these

documents were described as collaboration documents etc. It has been

Country Planning Department on the basis of the collaboration

plaintiff hold more than sufficient capacities to honour the said

agreement. It has been further averred that no restriction was mentioned

execution of the agreement ,has initiated the process which was

Sameer Jain, Advocate was engaged to prepare a search report

regarding the title and possession of the defendants No.1 to 7 with

regard to suit property, which was prepared on 20.11.2019. As per said

few issues. It has been further averred that on acquiring knowledge of

these issues, the plaintiff has immediately contacted the defendant

No.1 to 7 to take necessary action in order to remove the discrepancies.