MUKTA GUPTA, J.

1. Brief background of the matter is that M/s Ridgeview Construction Pvt. Ltd. the appellant No.1 herein (in short “Ridgeview”) on allotment of property bearing No.D-2, Saket District Centre, Saket Place, Saket, New Delhi by DDA on a perpetual-lease-hold tenure raised commercial building known as “Southern Park”. A joint Purchase Agreement was entered into between M/s South Lake Properties Pvt. Ltd. (in short “South Lake”), M/s Pushp Vihar Properties Pvt. Ltd. (in short “Pushp Vihar”), M/s Koshika Properties Pvt. Ltd. (in short “Koshika”) and M/s Wales Properties Pvt. Ltd., (in short “Wales”) with Ridgeview for purchase of the entire 5th floor of the said commercial property. Thus Joint Purchase Agreement dated February 09, 2005 was executed between Ridgeview and the predecessors-in-interest of the respondent Skyhigh Properties Ltd. (in short “Skyhigh”) i.e. South Lake, Pushp Vihar, Koshika and Wales. Further a bifurcation agreement was executed amongst the four predecessors-in-interest of Skyhigh on March 06, 2006 whereafter by virtue of agreement to sell dated April 16, 2007 Ridgeview agreed to sell office space of 5th floor of Southern Park having a total gross area of 9235.96 sq.ft. along with proportionate 4.76% undivided, indivisible and impartible share in and underneath the land to the predecessors-in-interest of the respondent. In terms of the Agreement to Sell dated April 16, 2007 it was agreed that Ridgeview shall have the lease-hold tenure converted into free-hold within three months of the date of the said Agreement to Sell subject to South Lake, Koshika, Pushp Vihar and Wales bearing the conversion charges on pro-rata basis inspite of the premises purchased by it. Relevant clause of the Agreements to Sell being para CC(v) reads as under:

“(v) As per the present guidelines of the DDA, it is permissible to have lease-hold rights in the said Commercial Plot converted into Free-hold and that there is no impediment or bar in this regard and the FIRST PARTY shall have its lease-hold rights in the said Commercial Plot converted into Free-hold within 3 (Three) months from the date of this Agreement provided that the SECOND PARTY bears the conversion charges on pro-rata basis in respect of the PREMISES. The FIRST PARTY shall be responsible for ensuring that the conversion charges are paid on pro-rata basis by all the other buyers/owners /occupants of all the portions of the said Commercial Building (viz. “SOUTHERN PARK”) other than the PREMISES and in case of non-payment of pro-rata conversion charges by any of such other buyers/ owners/ occupants, the FIRST PARTY shall itself pay the same without any delay and ensure that its lease-hold rights in the said Commercial Plot are converted into within 3 (Three) months from the date of this Agreement.”

2. Further Clause 30 of the Agreement to Sell dated April 16, 2007 provided-

“....30. The parties to this Agreement understand that this is an agreement for the purchase of constructed floor space i.e., the PREMISES and that the FIRST PARTY hereby makes the unconditional commitment in all events to execute and register the sale deed in respect of the PREMISES as provided for hereinabove in favour of the SECOND PARTY or its nominees within 3(Three) months from the date of this Agreement and after getting the lease-hold rights in respect of the said commercial Plot converted into free-hold and also on payment of conversion charges by the SECOND PARTY on pro-rata basis in respect of the PREMISES......”

3. In terms of the Agreement to Sell the following payments were made to Ridgeview: -

Name of the company	Office space agreed to be sold (sq.fts.)	Total consideration (Rs.)	Amount Paid (Rs.)	Amount to be paid at the time of execution of the sale deed (Rs.)	Amount paid for conversion of the property to free-hold (Rs.)
M/s Wales