The main legal point established in the judgment is that the Letter of Acceptance (LOA) issued in favor of the Plaintiffs was not a concluded contract, and the cancellation of the LOA was not arbitrary or illegal.

JUDGMENT :

1. These appeals under Section 96 of the Civil Procedure Code are filed against the Order dated 22.12.2021 passed by the learned Civil Judge, Senior Division, Panvel in Special Suit No. 493 of 2017. By the impugned order, the learned Judge dismissed the application for temporary injunction (Exhibit 5) filed by the aforesaid Appellants seeking to restrain the Respondents-Defendant from selling, transferring, conveying, assigning, alienating or creating third party right or encumbrance in respect of Plot A and Plot C (hereinafter referred to as ‘the suit plots’) or any part thereof and or from handing over possession and carrying out any constructions or development activity in the suit plots in any manner, and further from acting upon the letter dated 15.06.2015 pending hearing and final disposal of the suit.

2. The Appellants and the Respondents shall be hereinafter referred to as the Plaintiffs and the Defendants respectively. The Defendant No.1 is a Government of Maharashtra undertaking, constituted inter alia for construction, development and maintenance of roads, bridges, flyovers etc. The State of Maharashtra (Defendant No.2) had acquired land for construction of Pune Mumbai Expressway and handed over the land to the Defendant No.1 for initial period of 30 years, which was extendable to 99 years. The Defendant No.1 constructed the Express Highway and decided to sublease the surplus land along the expressway at Sanigaon for development. Accordingly, Defendant No.1 floated tender for a long lease of 80 years in respect of six plots described as Plot A to Plot F. The Plaintiffs were successful bidders in respect of the suit plots. The Plaintiffs gave their consent for extension of bid till registration of the lease agreement, which was to be executed with approval of the State Government. As mandated by Defendant No.1, the Plaintiffs confirmed their final offer of Net Present Value (NPV) for total contractual period of 80 years. Eventually, Defendant No.1 issued letter of acceptance accepting the final offer of total NPV of commitment fees, as offered by the Plaintiffs.

3. The Plaintiffs complied with the conditions stipulated in the Letter of Acceptance (LOA). In abidance with the demand of Defendant No.1, the Plaintiffs also paid money towards service tax. The Defendant No.1 called upon the Plaintiffs to pay the balance 2/3rd upfront amount, though as per the LOA, the same was payable in two equal installments upon execution of lease agreement. In response, the Plaintiffs informed the Defendant No.1 that the demand was contrary to the terms and conditions of the tender/LOA, nevertheless expressed their willingness to pay the same and requested the Defendant No.1 to provide draft lease agreement.

4. The Plaintiffs filed Writ Petitions in view of the delay in executing the lease deed. During the pendency of the said petitions, the Defendant No.1 revoked the LOA. As a consequence thereof, the Plaintiffs withdrew the said petitions and filed separate Petitions challenging cancellation of LOA. The Division Bench of this Court held that grant of writ of mandamus would amount to decree of specific performance, and considering the limited scope of interference in contractual matters, dismissed the petitions without going into the justification given by the Respondent for cancellation of LOA.

5. Upon dismissal of the said Petitions, the Plaintiffs filed suits inter alia seeking a declaration that there is a valid agreement between the Plaintiffs and the Defendants, and challenged validity of the notice dated 15.6.2015. The Plaintiffs also sought to direct the Defendant No.1 to execute a lease deed and hand over possession of the suit plots in their favour. In the alternative, Plaintiffs claimed damages in view of breach of contract. Pending the final hearing and disposal of the suit, the Plaintiffs sought to restrain the Defendant No.1 from acting upon the notice dated 15.06.2015 and from alienating, transferring or creating