In specific performance claims, continual readiness and willingness to perform contractual obligations must be demonstrated, especially against registered interests that predate the agreement in question.

JUDGMENT

By this notice of motion, the plaintiffs seek an order and injunction against the defendant nos. 1 and 3 to 17 from in any manner dealing with or disposing of, alienating or encumbering or creating any third party rights in respect of the suit property or any part thereof described in prayer (a) of the notice of motion and/or parting with possession or inducting any third party in possession in any manner whatsoever and also seeks appointment of court receiver in respect of the said property.

2. The plaintiffs were formerly known as Vinit Estate Private Limited and had filed a suit inter alia praying for a declaration that the Memorandum of Understanding for sale of the suit property described in Ex.A to the plaint dated 23rd March, 2006 executed by and between the plaintiffs and defendant no1. is valid, subsisting and binding upon defendant nos.1 and 3 to 17 and also seeks specific performance thereof. Some of the relevant facts for the purpose of deciding this notice of motion are as under :-

3. It is the case of the plaintiffs that the defendant no.1 is the owner of the suit property. Defendant no.2 is a partnership firm duly registered. Defendant no.1 is a partner of defendant no.2. Defendant no.3 is a society registered under the provisions of Maharashtra Co-operative Societies Act. Defendants nos. 1, 4 to 17 are the members of the defendant no.3 society. On 23rd March, 2006 the plaintiffs and the defendant no.1 entered into a memorandum of understanding. It is case of the plaintiffs that under the said MOU, the defendant no.1 as owner agreed to sale and the plaintiffs agreed to purchase the suit property for the consideration of Rs.23 crores on the terms and conditions contained therein.

4. It is the case of the plaintiffs that the defendant no.1 had represented to the plaintiffs that he had purchased the suit property under a deed of conveyance dated 28th March, 1968. The defendant no.1 as a partner of defendant no.2 had approached the Indian Overseas Bank for certain facilities. The said Indian Overseas Bank had issued a performance based guarantee for Rs.35 lacs. The original title deed of the suit property was kept as a security with the said bank against the bank guarantee. The defendant nos. 1 and 2 were liable to pay the sum of Rs.35 lacs with interest to the said Indian Overseas Bank for the release of title documents of the suit property. The Indian overseas bank filed a proceeding against the defendant no.2 before the Debt Recovery Tribunal (R.P.No.294 of 2002). The defendant no.1 therefore had requested the plaintiffs to pay a sum of Rs.80 lacs to the said Indian Overseas bank in 'no lien' account for the benefit of defendant no.2 on behalf of defendant no.1.

5. Under the said agreement, the plaintiffs paid a sum of Rs.80 lacs as part of the consideration against the total consideration of Rs.23 crores to the Indian Overseas Bank on behalf of defendant no.2. The plaintiffs were liable to pay the sum of Rs.1 crore to the defendant no.1 on or before 29th March 2006 against the defendant no.1 handing over the vacant possession of the flat no.302 admeasuring approximately 1100 sq.ft. on the third floor of the suit property. The plaintiffs agreed to pay a sum of Rs.1,20,00,000/- to the defendant no.1 on or before 10th April 2006 against the defendant no.1 handing over the vacant possession of flat no.001 admeasuring approximately 900 sq.ft. on the ground floor of the suit property. The plaintiffs agreed to pay Rs.2.5 crores against the defendant no.1 handing over the possession of the ground floor of the bungalow admeasuring about 2300 sq.ft.

6. The plaintiffs agreed to pay Rs.5 crores to the defendant no.1 upon receipt of the title certificate certifying clear and marketable title of the defendant no.1 and the balance amount of Rs.12.5 crores within 90 days from the date of the said MOU and upon the vendor executing conveyance deed in favour of the developers with power of attorney. It was agreed that the vendo