The limitation period begins upon denial of performance, with an obligation on plaintiffs to act within prescribed timeframes, and claims cannot be revived by COVID-related extensions where already expired.

ORDER :

1. Although we are dealing with two separate Civil Revision Petitions arising out of two separate suits in O.S.Nos.3130/2024 and 3136/2024, nevertheless the two petitioners are sister concerns/Companies who have business transaction with two other respondent sister concerns/companies viz., M/s.Salarpuria Hi-Rise Private Limited and M/s. Sattva Developers Pvt. Ltd., and therefore, the matters were clubbed, heard together and are being disposed of by this common order.

2. For the sake of convenience, the parties shall be referred to in terms of their ranking before the Trial Court.

3. O.S.No.3130/2024 was filed by M/s.Salarpuria Hi-Rise Pvt. Ltd. against M/s.Corner Stone Properties Pvt. Ltd., for recovery of Rs.37,15,86,284/- in respect of a transaction that took place in the year 2010-11. Similarly, M/s.Sattva Developers Pvt. Ltd., along with M/s.Parth Infrastructure filed O.S.No.3136/2024 against M/s.Maverick Property Investments Pvt. Ltd. and M/s.TATA Consultancy Services Ltd., for specific performance of the Memorandum of Understanding (MoU) dated 01.07.2011, while receiving balance sale consideration of Rs.34,87,50,000/-. Alternative prayer was also made to direct the first defendant to pay Rs.141,76,51,481/- as damages towards the loss in appreciation of value of Schedule ‘D’ property and an additional prayer to direct the first defendant to refund Rs.30,43,48,623/- along with interest at the rate of 18% p.a. from 30.11.2011, etc. The contesting defendants filed applications under Order VII Rule 11 of the Code of Civil Procedure to reject the plaints, mainly on the ground that the suit is hopelessly barred by limitation. Both the applications having been dismissed, the contesting defendants have filed these Civil Revision Petitions.

4. Learned Senior Counsel Sri Dhyan Chinnappa, appearing for the defendants submitted that admittedly the parties entered into a Memorandum of Understanding (MoU) on 14.02.2011 to constitute a Special Purpose Vehicle (SPV), for joint development of land totally measuring 29 acres 35 guntas. It is not disputed that the Director of the defendant- Company had entered into a MoU dated 04.12.2010 with the owners of the property and that he had paid Rs.1,65,00,000/- as refundable deposit and Rs.95,00,000/- as non-refundable deposit (totally Rs.2,60,00,000/-) to the owners. The Director of the defendant-Company had agreed to pay a total deposit of Rs.10,00,00,000/- to the owners. It is contended by the plaintiff that it has paid Rs.5,30,00,000/- under the MoU to enable the defendant to procure the suit schedule property to further enable the parties to jointly develop the same. Learned Senior Counsel, while pointing out to the MoU dated 14.02.2011, submitted that it is clearly stated in paragraph-VII (3) that by assigning the MoU or other arrangements to the SPV, all business risks associated with the MoU shall devolve fully on the SPV only.

5. Learned Senior Counsel would also submit that a similar issue between the same parties i.e, M/s.Salarpuria Hi- Rise Limited and Sri B.P.Kumar Babu arose for consideration before this Court in CMP No.75/2020 where similar such MoU was entered into between the parties on the same date i.e., 04.02.2011