A suit for specific performance of a contract for the sale of immovable property is not a 'suit for land' unless the Plaintiff seeks a declaration of title to or delivery of possession of the immovable property.

JUDGMENT:

1. At the outset, Mr. Lalwani, the learned advocate appearing on behalf of the Petitioners/Plaintiffs, tenders a draft amendment to substitute paragraph 19 of the plaint with the following:

“19. Defendant No.1 has its registered office in Malegaon and corporate office in Mumbai. The Defendant No.2 is a resident of Mumbai. The Defendant No.3 has its registered office in Gujarat and corporate office Mumbai. The Defendant No.4 has registered office in Pune. The Term Sheet provides that all disputes in connection with or related to the Term Sheet, shall be submitted to the exclusive jurisdiction of the courts of Mumbai. With leave under Clause XII of the Letters Patent, this Hon’ble Court will have jurisdiction to try, entertain and dispose the Suit.”

2. The draft amendment tendered by Mr. Lalwani is taken on record and marked “X” for identification. The Plaintiffs are allowed to amend the plaint as per the draft handed in. The amendment shall be carried out within a period of one week from today and the amended copy of the plaint and proceedings shall be served on the Defendants within a period of two weeks thereafter.

3. The above Petition is filed under Clause XII of the Letters Patent seeking leave to institute the above suit in this Court.

4. Mr. Andhyarujina, the learned senior counsel appearing on behalf of Defendant No.3, appeared on notice, and opposed the grant of the said leave. Mr. Andhyarujina, took me through the plaint and submitted that when the plaint is read as a whole, there can be no dispute that the present suit is nothing but a “suit for land”. This being the case and considering that none of the lands [which are the subject matter of the suit] are within the jurisdiction of this Court, this Court would have no jurisdiction to entertain the above suit. He submitted that in a case where the disputes relate to land, and which land is not situated within the jurisdiction of this Court, there is no question of granting any leave under Clause XII of the Letters Patent.

5. To take this argument further, Mr. Andhyarujina submitted that in the present suit the Plaintiffs seek a declaration that the Term Sheet [Exhibit -B to the plaint] entered into and executed between Plaintiff No.1 and Defendant No.1 is valid, binding and subsisting, and that Defendant No.1 be directed to specifically perform the Term Sheet and to do all such acts, deeds and things and execute all writings [including execute Definitive Agreements] as may be required and necessary for the purposes described in the Term Sheet. Mr. Andhyarujina submitted that the Plaintiffs have also sought a declaration that the Definitive Agreement dated 7th April 2021 entered into between Defendant No.1 and Defendant No.3 be treated as null and void and that the Defendants be restrained by an order and permanent injunction from selling, alienating, encumbering and/or disposing of any of the assets described in the Term Sheet. Mr. Andhyarujina took me through the Term Sheet dated January 15/16, 2021 and submitted that according to the Plaintiffs the aforesaid Term Sheet contemplated the key terms and conditions pursuant to which Plaintiff No.1 or its subsidiaries or its affiliates [the purchasers] were to acquire the “Snowcem” brands, including all variants in any language/script and all registered/unregistered intellectual property rights (Brands) alongwith the goodwill relating to the Brands, land and building [including lease land and building], Plant and Machinery including the plant and machinery located at the plant premises, furniture and fixtures, vehicles, forklifts and other assets located in Sinnar (Maharashtra), Gummidipoondi (Tamil Nadu) and Gotan (Rajasthan). Mr. Andhyarujina submitted that therefore the subject matter of this Term Sheet are also three immovable properties which are all situated outside the jurisdiction of this Court. He submitted that if specific performance of this Term Sheet is to be granted, it would necessarily mean that poss