A document providing for the execution of a formal agreement upon the fulfillment of future conditions is a non-binding 'agreement to agree,' rendering it unenforceable. Consequently, specific performance and interim injunctions cannot be granted on the basis of such an incomplete instrument.

JUDGMENT

1. The present Appeal from Order is filed under Section 104 read with Order 43, Rule 1(r) of Code of Civil Procedure, 1908 (for short, "Code") challenging the judgment and order dated 23.12.2025 passed by the learned 10th Additional Senior Civil Judge, Surat below application - Exhibit 5 in Special Civil Suit No. 81 of 2025.

2. Heard learned advocate Mr. Viral K Shah for the appellants and learned advocate Mr. Aadit R Sanjanwala with learned advocate Mr. Jigar M Patel for the respondents.

3. Brief facts of the present case are as under:-

3.1. Plaintiff and defendant No. 1 entered into a Sauda Chithi dated 27/9/2016 for the land situated at village Dabholi, Surat district bearing Block/survey number 76, ad measuring about 94009 sq. meters, forming part of Town Planning Scheme No.51 (Dabholi) and allotted final plot number 91 at measuring about 6600 sq. meters. The total consideration was agreed @ Rs. 34,36,39,680/- and Plaintiff paid an amount of Rs. 5,61,00,000/- to defendant No.1 in cash. The plaintiffs approached defendant No.1 for the execution of the registered sale deed, defendant No.1 did not execute a registered sell in favour of plaintiffs but executed a registered sale deed in favour of defendant No.2 on 12.12.2024. A notice dated 18.04.2025 also came to be issued by plaintiffs to defendant No.1. Defendant No.1 did not give reply to the notice. Resultantly, plaintiffs filed the present suit seeking for Specific performance of Agreement, declaration coupled with relief of cancellation of sale deed dated 12.12.2024, with an alternate prayer of recovery of damages to the tune of Rs. 25 crores. After hearing the parties, the learned trial court on 23–12–2025 rejected injunction application Exh. 5. Being aggrieved and dissatisfied with the impugned order, the appellants – original plaintiffs have preferred present appeal from order.

4. Learned advocate for the appellants submitted that Defendant No. 1 agreed to sell the suit land to the plaintiffs. Accordingly, Sauda Chitthi dated 27.09.2016 was executed in favour of the Plaintiffs for a total consideration of Rs. 47,36,39,680/- (Rupees forty seven crore, thirty six lakh, thirty nine thousand, six hundred eighty). From time to time, Plaintiffs paid total amount of Rs. 5,61,00,000/- to Defendant No. 1 in cash. The Plaintiffs have thus substantially performed their obligations under the Agreement.

4.1. After execution of the Sauda Chitthi, Plaintiff applied for Non-Agricultural permission before the Collector, Surat on 24.10.2016. Despite pendency of certain revenue litigation attributable solely to Defendant No.1, the Plaintiffs continuously followed up with the authorities and ultimately obtained Non-Agricultural permission on 21.12.2017.

4.2. Throughout the subsistence of the Sauda Chitthi, the Plaintiffs were always ready and willing to perform their part of the contract and repeatedly called upon Defendant No.1 to clear title issues and execute a registered sale deed upon receipt of the balance consideration. However, Defendant No.1 deliberately failed to clear the title and avoided execution of the sale deed.

4.3 In November 2024, Defendant No.1 openly declared his intention not to honour the Agreement and threatened to sell the suit land to third parties. Subsequently, Defendant No.1 executed a registered sale deed dated 12.12.2024 bearing Registration No. 18324/2024 in favour