The present judgment will govern two Motions for interlocutory relief in a suit for specific performance of a Memorandum of Understanding dated 17th January 2006. The pleadings being complete, the Motions have been taken up for hearing and final disposal with the consent of Learned Counsel.

2. The dispute in the present case relates to 29.4% of the shareholding of the fifth defendant which is held by the first to fourth Defendants. The aforesaid defendants together with a person by the name of M. H. Merchant and his family and a Company by the name of Asian Hotels Ltd., are the only shareholders of the fifth defendant. The Merchant family holds 19% of the share capital, while Asian Hotels Ltd., holds 52%. The fifth defendant is stated to have a claim on a plot of land admeasuring 31.000 sq.mtrs. or thereabouts situated near the International Airport Terminal at Sahar. On 31st August 2005, a Memorandum of Understanding was entered into between the plaintiffs and defendants 1 to 4 by which the plaintiffs offered to purchase the shareholding of the latter at and for a consideration of Rs. 7.11 crores. The plaintiffs were to deposit an amount of Rs. 30 lakhs in escrow with their Solicitors and the offer by defendants 1 to 4 was to remain firm for a period of 135 days. If the plaintiffs failed to confirm the offer within the aforesaid period, the Memorandum of Understanding was to stand terminated and the amount held in escrow was to be returned to the plaintiffs. Upon the confirmation of the offer, parties were to enter' into a Share Purchase Agreement within 60 days of the date of confirmation.

3. A second Memorandum of Understanding was entered into between the parties on 17th January 2006. By the aforesaid MOU the price at which defendants 1 to 5 agreed to sell their shareholding of 29.4% to the plaintiffs was increased to Rs. 7.75 crores and the offer was to remain firm until 15th June 2006. The MOU was to stand terminated if the plaintiffs failed to confirm the offer by the aforesaid date. In the event that the plaintiffs confirmed the offer for acquisition. parties were to enter into a Share Purchase Agreement. The MOU postulated that there was no liability of the fifth defendant and the purchase consideration would stand proportionately reduced in the event that any liability was found. The plaintiffs were to carry out due diligence of the fifth defendant upon the execution of the MOU.

4. Nearly two and a half months after the execution of the MOU. the plaintiffs addressed a letter to defendants 1 to 4 intimating their intention to commence due diligence of the Company from 3rd April 2006. This was followed by a further letter dated 3rd April 2006. On 5th April 2006, the plaintiffs addressed a letter to defendants 1 to 4 seeking a confirmation in regard to the date and time for commencing due diligence. The plaintiffs confirmed their acquisition of 29.4% of the shareholdings in the fifth defendant free from all encumbrances and without prejudice to their right to carry out due diligence whereby the plaintiffs stated that they would be acquiring 29.4% of the right, title and interest in the plot of land admeasuring about 72.000 sq.mtrs. near the Sahar International Airport.

5. The suit for specific performance was instituted in this Court on 19th April 2006. During the pendency of the suit. Notice of Motion 1290 of 2006 came to be instituted for an order of injunction restraining defendants 1 to 4 from alienating their share-holding of 29.4% in the fifth defendant; for the appointment of a Receiver in respect of the aforesaid shares; for a direction to defendants 1 to 4 to give due diligence and a mandatory order directing the defendants not to create any liability on the fifth defendant or its assets. On 25th April 2006, when an adjournment was sought to file a reply to the Notice of Motion. a statement was made on behalf of defendants 1 to 4 that they would not sell, transfer, encumber or create any third party rig