Subhash B. Adi, J.,

JUDGMENT

This is an appeal against the judgment and decree dated 15th March, 2006 in O.S. No. 3132 of 2004 on the file of the XXIV Additional City Civil Judge, Bangalore (CCH-6).

2. Appellants were the plaintiffs before the Trial Court. Suit is one for declaration, (i) declaring, that the defendants, their men, agents or anyone claiming through or under them are not entitled to sell, mortgage, lease, jointly develop or in any way alienate or part with the possession of the schedule property or to have any transaction of whatsoever nature in respect of schedule property with the third party except the plaintiffs.

(ii) grant an order of permanent injunction restraining the defendants, their men, agents or anyone claiming through or under them from selling, mortgaging, leasing, jointly developing or in any way alienating or in any way parting with the possession of the schedule property of having transaction of whatsoever nature in respect of the schedule property with any third party except the plaintiffs therein.

(iii) direct the defendants to pay the cost of the suit and grant such further reliefs as the Court may deem fit.

3. Parties will be referred to as their ranking in the Trial Court.

4. The case of the plaintiffs is that:

Plaintiff 1 is the Promoter, Shareholder and Director of the plaintiffs 2 and 3-Companies. Plaintiff 1 has represented other plaintiffs in all the transactions with the defendants. Plaintiffs are the reputed builders and they have put up several multi-storeyed buildings, complexes and Information Technology Parks and facilities having more than 10,00,000 sq. ft. of built up space in Bangalore and other cities in India. Plaintiffs and their group of companies have over the years acquired a very high reputation as developers and builders of IT Parks of international standards. First defendant is a partnership firm and other defendants are the partners. Defendants 2 and 3, who are father and son, were representing the defendant 1-partnership firm and its other partners namely, other defendants, in all their transactions with the plaintiffs. In January 2000, the defendants approached the plaintiffs and informed the plaintiffs that the defendants are in the process of acquiring absolute ownership of 40 acres of land in Kadabeesanahalli Village, Varthur Hobli, Bangalore East Taluk and defendants wanted the plaintiffs to develop the said land, as the association of the plaintiffs with the development of the aforesaid land would not only enhance the value and marketability of the buildings to be put up on the aforesaid lands, but also would bring in other infrastructure facilities like road, water and sewerage. Defendants wanted the plaintiffs to develop the; aforesaid lands by way of joint development, so that the aforesaid lands could be developed to the mutual benefit and profit of both the plaintiffs and defendants. In pursuance of the discussion and negotiations defendant 1 on his own behalf and on behalf of the other defendants entered into an agreement dated 9-3-2000 with the first plaintiff, who entered into the said agreement, for and on behalf of the other plaintiffs. The subject-matter of the said agreement is 40 acres of land in Kadabeesanahalli Village, Varthur Hobli, Bangalore East Taluk, which hereinafter referred to as the schedule property'. Defendants from time to time acted upon the said agreement and had given a letter to the first plaintiff, whereunder they had sought assistance of the first plaintiff for meeting the cash flow requirement of the defendants.

5. Plaintiffs have always been ready and willing to perform their obligations under the said agreement and the time was not essence of the contract. Defendants had not obtained the sale deeds in respect of the schedule property from their vendors, they sought time to deliver possession of the schedule property to the plaintiffs. Second defendant wrote a letter dated 13-4-2000 in this regard, wherein he held out an assurance t

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