Both these petitions are disposed of by this common order.

2. These petitions are by the plaintiff which is a company incorporated under the Companies Act, 1956. A suit is filed by them against the respondents herein who are the defendants.

3. The plaint averments would disclose that the 1st defendant namely the 1st respondent herein is the owner of the property bearing Sy. No. 19 situated at Mailasandra Village, Bangalore South Taluk measuring 15 acres 9 guntas. The 1st respondent/1st defendant entered into a memorandum of understanding dated 23-12-1996 with the 2nd respondent/2nd defendant under which the 1st respondent/1st defendant agreed to sell the schedule property in favour of 2nd respondent/2nd defendant and both of them agreed to develop the property through a company, in which both of them were to be the shareholders. It appears during December 2000, the 2nd respondent/2nd defendant approached the plaintiff-petitioner for himself and on behalf of the 1st respondent/1st defendant offering to sell the schedule property in favour of the plaintiff-petitioner. After due negotiations, it was agreed and a MOU dated 27-12-2000 was entered into between the plaintiff/petitioner and respondents/defendants under which the defendants/respondents agreed to sell the schedule property in favour of the plaintiff/petitioner for a total sale consideration of Rs. 2,25,00,000/- (Rupees two crores and twenty-five lakhs). It is their further case that an amount of Rs. 5,00,000/- (Rupees five lakhs) was paid through cheque by the plaintiff/petitioner favouring the 2nd defendant/2nd respondent as advance and part of sale consideration by way of part performance of the contract. Since the respondents resiled from the stand and declined to execute the required sale deed, the suit was presented by the plaintiff/petitioner for the following reliefs:

1. for specific performance of the MOU/agreement dated 27-12-2000 by directing the defendants to execute and register a sale deed conveying and selling the schedule property to the plaintiff after complying with the terms and conditions of the said MOU/agreement and after receiving the balance sale consideration of Rs. 1,85,00,000/- and consequently directing the defendants to deliver the vacant physical possession of the schedule property to the plaintiff.

2. In the event of the defendants refusing to execute and register the sale deed in favour of the plaintiff, this Hon'ble Court may be pleased to direct any officer of this Hon'ble Court to execute and register the sale deed conveying and selling the schedule property to the plaintiff as per the terms and conditions or the said MOU/agreement upon the plaintiff depositing the balance sale consideration of Rs. 1,85,00,000/- in this Hon'ble Court and consequently deliver the possession of the schedule property to the plaintiff.

3. Issue a permanent injunction restraining the defendants, their men, their agents, or anyone claiming through or under them, from selling, mortgaging, leasing or in any way alienating or parting with the possession of the suit schedule property in favour of any third party, except the plaintiff and altering the nature of the suit schedule property or putting up any construction on the suit schedule property.

4. Direct the defendants to pay the costs of this suit and grant such other and further reliefs as are just.

4. The 1st respondentJ1st defendant having been served, filed a detailed written statement inter alia contending that the reliefs sought for by the petitioner/plaintiff are not at all maintainable. He would deny the MOU. It is no doubt the said MOU is admitted by 1st defendant/1st respondent, but the defense is that the said amount of Rs. 35,00,000/(Rupees thirty-five lakhs) as reflected in MOU was a personal loan given to the 2nd defendant/2nd respondent. According to him, the said amount was not an earnest money towards the MOU to sell the suit schedule property, but is essentially a personal transaction between