1. Commercial suit for specific performance of JDA; consent terms executed, challenged as vague, fraudulent, unenforceable; interim application seeks decree under Order XXIII Rule 3 CPC. (Para 3 , 4 , 5 , 7 , 8 )
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HIGH COURT OF BOMBAY
HON'BLE SHRI JUSTICE G. S. KULKARNI
HON'BLE JUSTICE ADVAIT M. SETHNA
ROYAL REALTORS LANDMARKS PVT LTD AND 3 ORS – Appellant
Versus
SHAH HOUSECON PVT. LTD – Respondent
IAL/26702/2024
1. Commercial suit for specific performance of JDA; consent terms executed, challenged as vague, fraudulent, unenforceable; interim application seeks decree under Order XXIII Rule 3 CPC. (Para 3 , 4 , 5 , 7 , 8 )
2. Respondents contend consent terms are vague, uncertain, vitiated by fraud, and unenforceable; applicants contend consent terms are valid, duly executed, and enforceable under Order XXIII Rule 3 CPC. (Para 22 , 43 , 49 , 68 )
3. Interim application allowed; consent terms taken on record; decree passed in terms of consent terms under Order XXIII Rule 3 CPC; appeal disposed of. (Para 129 )
Consent terms incorporating all essential terms of the principal agreement (JDA) and containing requirements of a concluded agreement are not vague or uncertain; they comply with Order XXIII Rule 3 CPC and a decree can be passed in terms thereof. (Para 92 , 93 , 100 , 128 )
Parties who executed consent terms cannot resile after eight months by raising vague fraud allegations without placing material particulars on record; such parties are estopped from retracting and no prima facie case of fraud was established. (Para 103 , 104 , 106 , 117 )
JDA contemplates obtaining SRA approvals and consent terms do not bar mandatory compliance with Slums Act requirements; hence consent terms are not contrary to public policy and are enforceable. (Para 115 )
Clause 2 of consent terms conforms with clause 11.1(b) of JDA; contemplation of fresh agreement within 30 days does not render consent terms vague as all essential terms are settled and agreed. (Para 77 , 109 , 110 , 112 )
Respondents 6 and 7 signed consent terms in personal capacity; question of their directorship at relevant time is inconsequential; resignations do not invalidate consent terms. (Para 116 , 38 )
Digitally signed by PALLAVI P M A A L H L E A N VI DRA M W A A H RG E A N O D N R K A AR WARGAONKARDate:
2025.06.19
401-IAL-26702-2024.doc IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION INTERIM APPLICATION (L) NO. 26702 OF 2024 IN COMMERCIAL APPEAL (L) NO. 27216 OF 2023 WITH COMMERCIAL APPEAL (L) NO. 27216 OF 2023 WITH INTERIM APPLICATION (L) NO. 27806 OF 2023 IN COMMERCIAL APPEAL (L) NO. 27216 OF 2023 WITH CONTEMPT PETITION (L) NO. 2148 OF 2025 IN INTERIM APPLICATION NO. 27806 OF 2023
1. Royal Realtors Landmarks Pvt. Ltd.
2. Mr. Premji Harakchand Shah
3. Mr. Deven Premji Shah
4. Mr. Himmatlal Ganeshlal Kachhara ...Applicants In the matter between
1. Royal Realtors Landmarks Pvt. Ltd.
2. Mr. Premji Harakchand Shah
3. Mr. Deven Premji Shah
4. Mr. Himmatlal Ganeshlal Kachhara ...Appellants/Org. Plaintiffs Vs.
1. Shah Housecon Pvt. Ltd.
2. Mr. Ramji Harakchand Shah
3. Mr. Mansukh Harakchand Shah
4. Mr. Akash Harakchand Shah
5. Mr. Hiren Premji Savla 6. Mr. Pankaj Nandi Gada
7. Mr. Gaurav Padamshi Khirani
8. The Slum Rehabilitation Authority ...Respondents/Org. Defendants --------------------
Mr. Dinyar Madon, Senior Advocate a/w Mr. Ziyad Madon, Mr. Bharat Jain, Mr. Anant Ratnaparkhi, Mr. Kavish Arora i/b I C Legal for the Applicants in IAL/26702/2024, IA/27806/2023 and for the Appellants.
Mr. Pravin Samdani, Senior Advocate a/w Ms. Usha S. Agarwal for Respondent No. 1.
Mr. Anoshak Davar a/w Shubi Syed i/b Ms. Swati Margi for Defendant Nos.2 & 5.
Mr. Ankit Lohia a/w Pooja Batra i/b Ms. Usha S. Agarwal for Respondent Nos.3 & 4.
Mr. Abdul Rehman Khan i/b Mariyah Khatkhatay for Respondent Nos.6 & 7.
Ms. Dhruti Kapadia for SRA-Respondent No.8.
--------------------
CORAM : G. S. KULKARNI &
ADVAIT M. SETHNA, JJ.
RESERVED ON : 27 FEBRUARY 2025 PRONOUNCED ON : 19 JUNE 2025 JUDGMENT (PER ADVAIT M. SETHNA, J.) :
INDEX I. Preface
1. These proceedings have a chequered background running into several volumes of documents, pleadings presented by the parties who have advanced detailed submissions and relied on several judgments. However, for the present purposes we are concerned with and would confine ourselves to the Interim Application (L) No. 26702 of 2024 dated 27 August 2024 filed by the appellant/applicant (“Applicant”). The basic issue which we are called upon to adjudicate revolves around the compromise manifesting in the consent terms dated 1 November 2023 (“Consent Terms”) executed between the applicants and respondent nos.1, 2, 5 to 7. We are confronted with a question whether such consent terms can be decreed in terms of an order passed by the Court under the provision of Order XXIII Rule 3 of the Civil Procedure Code, 1908 (“CPC”). As we delve into the nuances of varied contentions, submissions of the parties canvassed before us, including the pleadings filed in these proceedings, we need to consider the implications of the orders passed by this court dated 2 November 2023 passed by a coordinate Bench of this Court, followed by the order dated 3 November 2023. It is pursuant to such order that the parties to the consent terms have appeared before the Prothonotary and Senior Master of the Court, who after due verification has opined that the consent terms are executed in an orderly manner and a report in that regard be placed before the court. The endeavor of the Court in such cases would be to determine if such compromise in terms of the consent terms is lawful and valid for the purposes of passing orders and accordingly decree the proceedings, in terms of such consent terms.
2. The respondents would assail the interim application mainly on the ground that the consent terms are vague, uncertain, vitiated by fraud and hence unenforceable. For such reason, no orders much less a decree can be awarded in terms of the legally unenforceable consent terms. It is in such backdrop that we would be deciding the Interim Application filed by the applicants in these proceedings.
3. The facts relevant for deciding the Interim Application are
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