A binding contract requires clearly agreed terms; deviations from an Expression of Interest nullify claims for specific performance.

1. By the above suit, the Plaintiff has sought a declaration that there is a subsisting lawful and binding contract between the Plaintiff and Defendant No. 1 for redevelopment of the building situated at Juhu Circle, Gulmohar Road, Juhu Scheme, Mumbai (“the suit property”), under the management of the Defendant No.1 and that the Plaintiff is entitled to specific performance of the said contract based on the Expression of Interest, being Exhibit C annexed to the Plaint. The Plaintiff has also sought an order and direction against Defendant No.1 through their Office bearers to execute a Development Agreement and pass appropriate Resolutions approving the revised plan (being Exhibit P to the Plaint) submitted by the Plaintiff to Defendant No.1 on 20th December 2010. In the alternative, the Plaintiff has sought damages in the sum of Rs. 15 crores as per particulars of claim, being Exhibit U to the Plaint.

2. The Plaintiff has also taken out the above Notice of Motion for appointment of a Court Receiver in respect of the suit property and for an injunction against the Defendants from initiating or continuing any fresh tender process to invite bids from other developers / builders, or grant any approval / permissions or sanctions for the same.

3. The Plaintiff is an individual carrying on business as a builder and developer in the name of his sole proprietary concern M/s. Gorwani Builders. Defendant No.1 is a Society formed under the Maharashtra Cooperative Societies Act, 1960, Defendant No.2 is the Municipal Corporation of Greater Mumbai, Defendant No.3 is the Maharashtra Housing and Area Development Authority (“MHADA”) and Defendant No.4 is the Deputy Registrar of Cooperative Housing Societies.

4. Defendant No. 1 Society was interested in redevelopment of the suit property. The process for selection of the builder for redevelopment adopted by Defendant No.1 consisted of issuance of a document titled “Expression of Interest” (“EOI”). In the said EOI, Defendant No.1 had set out its objectives, information and quotations solicited from builders. The said document was provided to Builders willing to bid. The Plaintiff submitted the EOI on 26th June 2009. Defendant No.1 had clarified on page 42 of the EOI that the EOI contained only some of the 'basic conditions' and the Society was willing to negotiate with the shortlisted developer regarding 'Expressions by Developer' and the 'expectations of the Society'. Thus it was made clear that the Society was inviting interested persons to express what they can offer against the tentative expectations set out by the Society in the EOI, and thereafter the Society would negotiate with the shortlisted developer to carry the matter further. Clauses 37, 38 and 39 of the EOI clarify the procedure contemplated, viz. that the Developers shall be shortlisted first, after which negotiations would take place with the shortlisted developers and thereafter a Memorandum of Understanding (MoU) would be executed with the selected Developer. The Development Agreement with the Developer was contemplated at a later stage.

5. In the General Body Meeting of the Defendant No.1 Society held on 7th March 2010, the members gave their consent for selection and appointment of the Plaintiff. In the minutes, though it is recorded that the contract was awarded to the Plaintiff, it does not appear that the terms and conditions of the EOI, either as expected by the Society or as expressed by the Plaintiff, were in any manner approved or disapproved by the General Body. After the decision of selecting the Plaintiff and awarding the contract to the Plaintiff was taken, there was