A Term Sheet can qualify as a binding contract only if all conditions are met; non-compliance by the parties, especially regarding timelines like the Long Stop Date, results in automatic termination.

MILIND N. JADHAV, J.

1. This Appeal from Order was mentioned before me on 15.10.2025, on that date order dated 26.09.2025 passed by the Supreme Court was brought to my notice and it was urged that within 30 days from the date of pointing out that order, the Appeal from Order should be heard and decided by this Court preferably as stated in the Supreme Court Order. On 15.10.2025 by consent of both parties (their Advocates), the Appeal from Order was listed for directions on 03.11.2025 since the Court was closed on account of Diwali Vacation from 18.10.2025 to 02.11.2025. On 03.11.2025, the Appeal from Order was fixed for hearing on 06.11.2025. It was heard on 06.11.2025, 12.11.2025 and 13.11.2025. On all 3 days of hearing of Appeal from Order, it was argued and adjourned at the request of the learned Senior Advocates appearing for parties to accommodate them. Hearing was finally concluded on 13.11.2025. Both the parties were heard at length and Appeal from Order was closed for passing of order / judgement and posted on 17.11.2025 i.e. today. This judgement is pronounced in open Court.

2. Heard Mr. Samdani, learned Senior Advocate for Appellant and Mr. Joshi, learned Senior Advocate for Respondents.

3. Appeal from Order impugns common order dated 03.06.2025 passed by 4^th Joint Civil Judge (Senior Division), Vasai whereby Plaintiff’s Application below ‘Exhibit 5’ in Special Civil Suit No.9 of 2025 came to be rejected and Defendant's Application below ‘Exhibit 22E’ seeking permission to deposit Rs.11 crores in the Court came to be allowed. Parties are referred to as Plaintiff (Appellant) and Defendants (Respondents) for convenience. Respondent Nos.2 to 7 are Business Partners of Respondent No.1 – Company and shall be referred to as Defendants together.

4. Briefly stated, Defendants are admittedly owners of land admeasuring approximately 80,104.35 square meters at Village Manickpur, Taluka – Vasai, District – Palghar (for short ‘suit property’). Plaintiff is a Company carrying out construction and development business. On 12.04.2023 Plaintiff and Defendants entered into a Term Sheet Agreement for proposed joint development of the suit property. Under the Term Sheet, Plaintiff agreed to pay interest-free refundable security deposit of Rs.65 crores in four tranches subject to compliances with conditions precedent as stated therein.

5. On 13.04.2025, Plaintiff paid a sum of Rs.11 crores towards first tranche as stipulated in Clause 5 of the Term Sheet. According to Plaintiff the said amount was utilized by Defendants towards settlement of encroachments, fencing of the suit property, and commencement of piling work for the rehabilitation building for hutment dwellers which is strongly refuted by Defendants. According to Defendants this amount was merely part of the security deposit and not consideration. According to Defendants the potential of the suit property is worth more than Rs.1000 crores as on date.

6. It is Plaintiff's case that despite receipt and utilization of Rs.11 crores Defendants failed to apprise Plaintiff of further progress or to comply with obligations under Clause 6(b) of the Term Sheet which were required to be fulfilled by them within twelve months i.e., on or before 11.04.2024.

7. It is Plaintiff's case that despite being ready and willing to perform its part and willing to pay the second tranche of Rs.15 crores upon compliances, it repeatedly called upon Defendants through communications dated 14.08.2024 and 26.08.2024, however, Defendants failed to respond or act upon the same.

8. Thereafter Plaintiff by email dated 22.10.2024 forwarded draft Joint Development Agreement (for short 'JDA') and called upon Defendants to review the same so that parties could meet and close the terms. Defendants by reply dated 04.11.2024 stated that the Term Sheet had come to an end and sought bank account details of Plaintiff to refund the interest-free refundable security deposit.

9. Plaintiff vide email dated 5.11.2024 refuted