JUDGMENT :

ARIF S. DOCTOR, J.

1. The captioned Appeal is not board by consent of Learned Senior Counsel for the parties, the same is taken on board and heard finally.

2. The Appeal impugns an order dated 25th October 2023 by which the Appellant’s Application for interim relief came to be rejected.

3. Before adverting to the rival contentions, it is useful to set out the following brief facts:-

i. The Appellant (Plaintiff in the Suit) has filed the captioned Suit inter alia seeking specific performance of a letter dated 12th August 2021 stated to be a Letter of Intent for the sale of an office premises being Office Premises No.96, Maker Maxity, 3 – North Avenue BKC Mumbai – 400051, Area 5088 sq.ft. alongwith two car parking spaces (“office premises”). It is not in dispute that the letter dated 12th August 2021 was addressed by Respondent No. 2 as a broker to Respondent No.1 as the owner of the office premises and the same was signed by both Respondent No. 1 and 2 only.

ii. Simply put it is a case of the Appellant that the Letter dated 12th August 2021 was a concluded contract for sale of the said office premises, whereas it is the contention of Respondent No.1 that the same was merely a mandate given by Respondent No.1 to Respondent No.2 as a broker to find prospective purchasers for the sale of the said office premises. The Letter dated 12th August 2021 is thus for convenience referred to as LOI/letter dated 12th August.

iii. Respondent No. 1 through his advocate by a letter dated 16th October 2021 informed the advocate of the Appellant that the said letter dated 12th August was merely an expression of interest and neither a binding contract nor an agreement to enter into an agreement. It was thus that the Appellant filed the Suit and has inter alia sought specific performance of the LOI/letter dated 12th August.

Submissions of Mr. Kapadia on behalf of the Appellant.

4. Mr. Kapadia, Learned Senior Counsel appearing on behalf of the Appellant at the outset invited our attention to LOI/ letter dated 12th August and submitted that the same specifically provided in the subject for “sale of office premises”. He then pointed out that the same contained all the essential terms necessary for sale of an immovable property, namely price, description of the property etc. He pointed out that the same was counter signed by Respondent No. 1 indicating Respondent No. 1’s unconditional acceptance of the terms thereof. Basis this he submitted that there could be no manner of doubt that Respondent No.1 had agreed to sell the said Office Premises on the terms and conditions that were set out in the LOI/letter dated 12th August . He pointed out that the execution of a formal Agreement for Sale was thus a mere formality which was to be entered into basis the terms already agreed. He pointed out that the other obligations set out in the LOI/letter dated 12th August were normal conditions to be performed in any agreement for sale of property and did not therefore affect the fact that a concluded contract containing all the essential terms and conditions had infact been arrived at.

5. Mr. Kapadia then invited our attention to the Impugned Order and pointed out therefrom that the Learned Single Judge had rejected the grant of interim relief to the Appellant only on two grounds (i) that the Appellant-Plaintiff was never in the picture; and (ii) that the LOI/letter dated 12th August did not provide for the manner and who was required to comply with the following:-

(i) Giving public notice.

(ii) NOC from the Builder

(iii) Search Report.

(iv) Indemnity Bond

(v) Power of Attorney

He submitted that it is only on the basis of these observations that the interim relief had been denied to the Appellant.

6. In dealing with the first contention, Mr. Kapadia pointed out that the LOI/letter dated 12th August was executed after due deliberation. He first invited our attention to the LOI/letter dated 12th August which provided that retention amount would be Rs. 2 crores. He submit