M. VENUGOPAL, J.

PREFACE :

The Appellants have preferred the instant Original Side Appeal before this Court (as an aggrieved persons) as against the Judgment dated 06.01.2017 in C.S. No. 875 of 2009 passed by the Learned Single Judge.

2. Plaint Germane Facts :

2.1. According to the Appellants/Plaintiffs, the 1st Appellant/1st Plaintiff Company was incorporated on 20.09.1978 with an object of undertaking Real Estate Business activities, the 2nd Appellant/2nd Plaintiff Company, the Managing Director of the 1st Appellant/1st Plaintiff's Company had subscribed to 10 Equity Shares out of the initial paid capital of 50 shares of Rs.50/- each. The remaining subscribers are his Family Members.

2.2. The Congress Committee Charitable Trust is the owner of the buildings and premises situated at 573, 574 and 574(A), Anna Salai, Chennai known as the Congress Grounds, Teynampet. The land was in the occupation of numerous tenants and vast portion of the land remained vacant. As a matter of fact, the Trustees of the Trust were desirous of developing the property by constructing, commercial complex, recreational complex and institutions for the promotion of Trust activities. The 1st Appellant/1st Plaintiff Company and another Company by name Sky High Builders not a party to the suit entered into negotiations for such development on a joint venture basis between the trustees of the Trust, Sky High Builders and the 1st Appellant/1st Plaintiff's Company an agreement was entered into on 28.05.1996 in and by which the 1st Appellant/1st Plaintiff's Company had jointly agreed to develop the property by putting up the construction.

2.3. The partners of Sky High Builders and the promoters of the 1st Appellant/1st Plaintiff Company formed the 2nd Respondent/ 2nd Defendant's Company on 02.01.1998 for the specific purpose of implementing the aforesaid project. The 2nd Appellant/2nd Plaintiff and the 3rd Respondent/3rd Defendant and two of the partners of Sky High Builders were subscribers to its Memorandum of Association and each of them subscribed to 100 shares in the 2nd Respondent/2nd Defendant's Company. Indeed, the object of the 2nd Respondent/2nd Defendant's Company was to implement and perform the Agreement of Development of the property called 'the Congress Grounds' at Thenampet, Chennai.

2.4. The 1st Respondent/1st Defendant was desirous of carrying out the development activities and the 3rd Respondent/3rd Defendant himself through the 2nd Respondent/2nd Defendant approached the Appellants/Plaintiffs offering to purchase the shareholding of the Appellants/Plaintiffs in the 2nd Respondent/2nd Defendant's Company. In fact, the Respondents/Defendants represented to the Appellants/Plaintiffs that they would commence and proceed with the construction expeditiously and therefore, the consideration for the purchase of shares could be paid partly by cash and partly by built up space within a period of six months. Since the Appellants/Plaintiffs were agreeable for such a proposal as Share Purchase Agreement was entered into on 16.08.2006 between the Appellants/Plaintiffs and the Respondents 1 and 2/Defendants 1 and 2 and the 1st Respondent/1st Defendant Company had agreed to purchased 2750,000 shares held by the 1st Appellant/1st Plaintiff Company and 100 shares held by the 2nd Appellant/2nd Plaintiff in the 2nd Respondent/2nd Defendant Company for a total consideration of Rs.5 Crores. The said amount of Rs.5 Crores would be paid by a cheque for sum of Rs.1.50 Crores and the balance consideration would be discharged by means of allotment of built up space in the proposed construction within a period of six months from the date of agreement. A further agreement was entered into in August 2006 between the same the parties agreeing to increase/ modified the consideration stated in the earlier agreement.

2.5. The Clause (1) and (2) of Ex.P.4 - Undated August 2006 Second Agreement reads as under :

1. The aggregate additional consideration for the sale of the