1. The Plaintiffs have essentially sued for specific performance of the Agreement /Memorand um of Understanding (MOU) dated 18th May, 2006 entered into between the Plaintiffs and Defendants 1 and 2. The Plaintiffs have challenged the termination of that agreement. The Plaintiffs also seek a declaration that the MOU dated 30 th June, 2005 between Defendant No.3 and Defendant No.1 is valid and subsisting, and for an order that Defendants 3 to 6 specifically performed the said MOU. The Plaintiffs have further sought the declaration that an agreement dated 26 th December, 2007 between Defendant No.3 and Defendant No.1 is void, and further that an agreement dated 29 th Janua ry, 2007 between Defendant No.1 and Defendant No.7 is also void. The Plaintiffs have applied for ancillary reliefs with regard to those agreement s and in the alternative for damages.

2. The Suit property is the land bearing CTS No.82 at village Malegaon, Tal: Andheri, Mumbai.

3. The relationship between the parties to the aforesaid agreement s must be first understood. The Plaintiffs have entered into an agreement with Defendant No.1. Defendant Nos.1 and 2 are not the owners of the suit property. The Defendant No.3 (The Trust) (Defendants 4,5 and 6 are the Trustees of the Defendant No.3 Trust) are the owners of the suit property. The Trust wanted to sell its property at CTS No.82. The Trust required to take permission from the Charity Commissioner for such sale under Section 36 of the Bombay Public Trust Act (BPT Act). The Trust, however, had other properties of the Trust near CTS No.82. From amongst those properties a property bearing CTS No.61 did not belong to the Trust. That property was encroached upon. The encroachment s came to spill on to the Trust properties adjoining CTS No.61. Whereas the Trustees decided to sell CTS No.82, they desired to purchase CTS No.61 from the owners of that land, so as to include it within their other lands, free from encumbrances that it held. Consequently, the Trust wanted a composite deal – to sell CTS No.82 and to purchase CTS No.61 free from encumbrances or encroachment s.

4. The Plaintiffs have had nothing to do with any agreement in that behalf with the Trust.

5. The Trust initially entered into an MOU on 30th June, 2005 Exhibit- A, to the Plaint, with Defendant No.1 (Whereas the Defendant No.1 is the Proprietary Concern, Defendant No.2 is the partner of sole Proprietor of Defendant No.1).

6. Under the MOU, the Trust agreed to enter into a Development Agreement with Defendant No.1 granting Defendant No.1 the absolute right of development of CTS No.82 under the said MOU. The aforesaid arrangement s with regard to the Survey Nos.82 as well as 61 were to be a part of the Development Agreement. The Trust agreed to enter into the Development Agreement within 30 days of receipt of the permission of the Charity Commissioner for sale of the land. The Developers agreed to obtain vacant possession of the CTS No.61 for the Trust and develop CTS No.81 for which they would pay a consideration of Rs.2.30 Crores in four installment s mentioned therein. The relationship between the parties under the Development Agreement were to be on principal to principal basis. Time was to the essence of the MOU subject to two extensions of three months each for Defendant No.1 to carry out their obligations with regard to CTS No.61. Upon signing the Development Agreement between the parties the MOU was to stand relinquished.

7. It is seen that this constitutes the initial negotiations between the owners, Defendant No.3 and the initial Developers, Defendant No.1. The Plaintiffs have prayed for specific performance of this agreement by and between Defendant No.1 and Defendant No.3.

8. Entering into the Development Agreement for CTS No.82, would require a later sale by transfer to the Co5 operative Society, wh