2026 Supreme(Bom) 323

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
MILIND N. JADHAV, J. 
In The Matter Of - Pankh Properties Private Limited - Plaintiff
Versus
Rusi Sorabji Khambatta And Ors. - Defendants
INTERIM APPLICATION NO. 7408 OF 2025, IN SUIT NO. 359 OF 2025
WITH INTERIM APPLICATION (L) NO. 2426 OF 2026, IN COUNTER CLAIM (L) NO. 2369 OF 2026
Decided On : 04-03-2026

Registered absolute assignment of leasehold rights, fructified by full consideration and possession transfer, cannot be unilaterally terminated after 13 years citing separate frustrated redevelopment agreement or lack of municipal permission, which is regularizable.

Headnote:(A) CPC - Order XXXIX Rules 1 & 2 - MMC Act - Section 92(dddd) - Specific Relief Act, 1963 - Sections 6, 31, 34 - Indian Contract Act, 1872 - Section 23 - Interim reliefs in suit challenging unilateral termination of registered deed of assignment of leasehold rights in suit property for Rs.12 crores consideration - Assignee put in possession, tenancies attorned - Assignor cannot terminate after 13 years on grounds of linkage to separate unregistered supplemental agreement for future redevelopment (frustrated due to lack of tenant consent), lack of prior municipal permission (regularizable by penalty, not voiding deed), assigned litigation benefits/burdens, or subsequent shareholding change in assignee company - Deed absolute, unconditional; no dual consideration; unilateral notice invalid. (Paras 6-16, 23-30)

(B) Separate documents - Registered deed independent of unregistered supplemental; no reference in deed to redevelopment obligation or area entitlement - Frustration of supplemental does not affect completed assignment. (Paras 8-9, 19, 24-26)

(C) Estoppel and conduct - Assignor estopped after receiving full consideration, handing possession/title documents, attorning tenancies, remaining silent 13 years - Cannot resile from own obligation to procure permissions; counterclaim for damages unsubstantiated, afterthought. (Paras 7, 10-11, 20-23)

(D) Assigned rights - Ongoing eviction proceedings against tenant assigned entirely to assignee including appeals/revisions; no surviving interest in assignor. (Paras 13-14) (E) Corporate veil - Irrelevant to assignment validity; no obligation to disclose/shareholder approval for share transfers post-assignment. (Paras 15-16, 27)

Facts of the case:
Assignee/plaintiff filed suit and interim application assailing termination notice issued by assignor/defendant No.1 after 13 years, seeking injunction against acting on notice/public notices slandering title, holding out assignor as owner. Defendant filed counterclaim/interim application seeking termination declaration, damages for stalled redevelopment, deposit of Rs.16.50 crores. Both applications heard together.

Findings of Court:
Plaintiff's interim application allowed restraining defendants from acting on termination, holding out defendant as owner, staying notice operation. Defendant's application rejected with costs Rs.25,000/-; no stay of order.

Issues: Whether registered deed terminable unilaterally citing supplemental redevelopment agreement, municipal permission absence, eviction proceedings stance, company shareholding change; prima facie case/balance of convenience for interim reliefs.

Ratio Decidendi: Completed absolute assignment fructified by full consideration payment, possession transfer, attornment; separate supplemental frustrated independently - strong prima facie case, irreparable injury, balance of convenience favour plaintiff; defendant enjoyed benefits 13 years, counterblast unjustified.

Result: Plaintiff's interim application allowed in terms of prayers a, a(i), a(ii), b; defendant's rejected with costs.