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2023 Supreme(Del) 806

IN THE HIGH COURT OF DELHI AT NEW DELHI
Chandra Dhari Singh, J.
Yassh Deep Builders Llp – Appellant
Versus
Sushil Kumar Singh & Anr. – Respondents
O.M.P.(I) (COMM.) 401 of 2022 and I.A. No. 22368 of 2022
Decided On : 14-03-2023

Advocates appeared:
Mr.Rajiv Nayar, Senior Advocate with Mr. Rishi Agrawal, Mr.Karan Luthra, Ms.Aarushi Tiku, Mr.Shravan Niranjan and Mr.Satyam Agarwal, Advocates, for the Petitioner.
Mr.Neeraj Malhotra, Senior Advocate with Mr.Rajiv Virmani, Mr.Gaurav Jain, Mr. Atul Malhotra and Mr.Amit Kumar and Mr.Anuj Malhotra and Reda Tayyaba, Advocates, for the Respondent No. 1.
Ms. Radhika Bishwajit Dubey, Advocate, for the Respondent No.2.

Headnote:(A) Arbitration and Conciliation Act, 1996 - Section 9 - Specific Relief Act, 1963 - Petitioner sought relief to maintain status quo on land due to alleged breach of Collaboration Agreement - Relief denied, as agreement was already terminated and petitioner failed to show readiness to perform - The suspense of law mandates specific relief not to be granted under Section 9 if agreement is non-existent. (Paras 72-74)

(B) Specific Performance - Court cannot order specific performance or injunction if contracts are inherently determinable in nature and already terminated. (Paras 60-61)

(C) Contractual Obligations - Nature of obligations under the Collaboration Agreement clarified; petitioner's claims regarding readiness and willingness debated - Court noted significant financial defaults as grounds for termination by respondent. (Paras 51-52)

Facts of the case:
The petitioner entered into a Collaboration Agreement with the respondent for land development, paid initial amounts but later defaulted on obligations. Agreement later terminated citing failure to obtain necessary licenses for project development.

Findings of Court:
The petitioner's claims to preserve property rights during disputes were rejected due to non-compliance and failure to establish readiness to perform contractual terms.

Issues: Court examined the validity of the Collaboration Agreement post-termination and whether the specific performance was applicable.

Ratio Decidendi: The court ruled against specific performance as the termination of the Collaboration Agreement rendered it non-existent for enforceability under Section 9 - contracts of a determinable nature cannot be imposed by the court.

Result: Petition dismissed.

Table of Content
1. petitioner sought arbitration-related reliefs. (Para 1 , 2 , 3)
2. petitioner argues that the collaboration agreement provides indefeasible rights. (Para 4 , 5 , 6)
3. petitioner claims fraud and disputes second supplementary agreement. (Para 7 , 8 , 9 , 10)
4. respondents contend the petition is baseless due to contract termination. (Para 18 , 19 , 20)
5. respondents assert petitioner's failures justify termination of contract. (Para 21 , 22 , 23)
6. court analyzes rights to specific performance under specific relief act. (Para 43 , 44 , 45 , 46)
7. court emphasizes need for readiness and willingness to fulfill contract. (Para 49 , 50 , 51)
8. petitioner denied relief due to lack of contract viability post-termination. (Para 72 , 73 , 74)
9. conclusion: petition dismissed on all accounts. (Para 76 , 77 , 78)

JUDGMENT

Chandra Dhari Singh, J. The petitioner vide the present petition under Section 9 of the Arbitration & Conciliation Act, 1996 (herein after referred to as `the Act') has sought the following reliefs:

    "Direct the Respondent No. 1, its representatives, attorneys, heirs, executors, administrators, successors and permitted assigns, to jointly and severally maintain status quo as to the possession and title of the land admeasuring 94 Kanal and 7 Marla equivalent to 11. 793 7 5 acres situated in the revenue estate of village Dhunela, Tehsil Sohna, District Gurugram, Haryana 122001 during the pendency of the Arbitration proceedings;

    (ii) Restrain the Respondent No. 1, its representatives, attorneys, heirs, executors, administrators, successors and permitted assigns etc. from directly or indirectly, selling, transferring, alienating or creating any third party rights in any manner whatsoever with respect to the land admeasuring 94 Kanal and 7 Marla equivalent to 11.79375 acres situated the revenue estate of village Dhunela, Tehsil Sohna, District Gurugram, Haryana 122001, which is a subject matter of the Collaboration Agreement dated 15.05.2018 and First Supplementary Collaboration Agreement dated 03.06.2019;

    (iii) Direct the Respondent No. 1 to render all assistance to the Petitioner to obtain all statutory clearances/regulatory approvals/consents/licenses in terms of Clause 9.3 of the Collaboration Agreement dated 15.05.2018.

    (iv) Pass ex parte ad interim orders in terms of prayers (i) to (iii) above;

    (v) Pass any such other or further order/orders as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case."

FACTUAL MATRIX

2. The following course of events have culminated into the present dispute between the parties and has also led to the filing of the instant petition:

i. The petitioner is a limited liability Partnership incorporated under the Limited Liability Partnership Act, 2008, having LLP Identification No. AAM-4745 and having its registered office at 477/4 Basai Road, Ram Nagar, Gurugram-122001. The respondent no. 1 is the owner of the land admeasuring 94 Kanal & 7 Marla, or 11.79375 acres, situated in the Revenue Estate of Village Dhunela, Tehsil Sohna, Gurugram, Haryana-122001. The respondent no. 2 is the erstwhile partner of the petitioner firm.

ii. On 15th May, 2018, the petitioner entered into a Collaboration Agreement with the respondent no. 1 for the development of a land admeasuring 119 Kanal and 6 Marla, equivalent to 14.9125 acres situated in the village Dhunela, Tehsil Sohna, District Gurugram, Haryana-122001 (hereinafter referred to as `the Property'), whereby the petitioner agreed to develop the project over the Collaboration Property at its own costs and expenses. As consideration the respondent No.1 was to receive certain amounts of the money within a stipulated period and the portion of the developed Collaboration Property was earmarked and to be allocated to the respondent No.1.

iii. Clause (2) required the petitioner to pay a sum of Rs.5,96,50,000/- to the respondent No.1 as an interest free non-refundable earnest money out of which Rs.2,00,00,000/- was paid at t

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