Bombay High Court
Decathlon Sports India Private Limited vs Godrej Projects Development Limited on 28 April, 2026
Author: Milind N. Jadhav
Bench: Milind N. Jadhav
2026:BHC-OS:10857
901.IAL.9084.2026 & IAL.7684.20263.doc
HARSHADA H. SAWANT
(P.A.)
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION (L) NO. 9084 OF 2026
IN
COMMERCIAL SUIT (L) NO. 7651 OF 2026
WITH
INTERIM APPLICATION (L) NO. 7684 OF 2026
IN
COMMERCIAL SUIT (L) NO. 7651 OF 2026
Decathlon Sports India Pvt Ltd Applicant
.. (Org. Plaintiff)
IN THE MATTER BETWEEN
Decathlon Sports India Pvt Ltd .. Plaintiff
Versus
Godrej Projects Development Ltd & Anr. Defendant
....................
ï‚· Mr. Anoshak Davar a/w. Debarshi Dutta, Mr. Arjun Mookerjee, Mr.
Kushan Kode, Mr. Archit Viramani, Mr. Atul Gupta & Mr. Daneel
Pancras i/b Mr. Arcit Viramani, Advocates for Applicant / Plaintiff.
ï‚· Mr. Janak Dwarkadas and Mr. Girish Godbole, Senior Advocates
a/w. Mr. Yash Momaya, Mr. Ritish Desai, Mr. Rahul Dwarkadas,
Ms. Sukhada Wagle, Mr. Raushan Kumar, Mr. Arman Mulla & Ms.
Sonam Singh i/b M/s. RJD & Partners, Advocates for Defendant
No.1
ï‚· Mr. Gaurav Joshi, Senior Advocate a/w. Mr. Sheroy M.
Bodhanwalla, Ms. Sayali Puri, Mr. Akash Singh, Mr. Shreyas
Thakur i/b M/s. Bodhanwalla & Co. Advocates & Solicitors,
Advocates for Defendant No.2.
...................
CORAM : MILIND N. JADHAV, J.
DATE : APRIL 28, 2026
P.C.:
1. Heard Mr. Davar, learned Advocate for Applicant / Plaintiff;
Mr. Dwarkadas a/w. Mr. Godbole, learned Senior Advocates for
Defendant No.1 and Mr. Joshi, learned Senior Advocate for Defendant
No.2.
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2. By consent of parties Interim Application (L) No. 9084 of
2026 and Application (L) No. 7684 of 2026 are both heard for interim
reliefs. Common order is passed for disposing of both Interim
Applications.
3. Commercial Suit (L) No.7651 of 2026 is filed by Plaintiff on
04.03.2026, inter alia, for decree of specific performance of Agreement
to Lease (for short “ATL”) dated 17.09.2025, declaratory relief,
mandatory injunction, perpetual injunction and damages suffered by
Plaintiffs due to breaches of ATL.
4. Interim Application (L) No.7684 of 2026 is filed by Plaintiff
on 04.03.2026 along with Suit Plaint under Order XXXIX Rule 1 and 2
and Order 50 read with Section 151 of the Code of Civil Procedure,
1908 (for short “CPC“) for following interim reliefs:-
(i) Ex-parte ad-interim injunction restraining Defendants
from committing breach of ATL;
(ii) Restraining Defendants from creating third party rights
in respect of Leased premises;
(iii) Appointment of Receiver over and in respect of Leased
premises.
5. Interim Application (L) No.9084 of 2026 is filed by Plaintiff
on 11.03.2026 for seeking following Interim reliefs:-
(i) Ex-parte ad-interim injunction restraining Defendant
No.1 from committing breach of ATL;
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(ii) Restraining Defendant no.2 from making any changes
or construction in respect of Leased premises and from
acting in furtherance of Lease Deed dated 04.03.2026,
also using the premises for any commercial purpose
until disposal of the suit;
(iii) Ex-parte order restraining both Defendants from making
any alterations and directing them to maintain to status
quo in respect thereof; and
(iv) Appointment of Court Receiver over and in respect of
Leased premises under Order XL of CPC.
6. Brief facts relevant for deciding the above Interim
Applications are as follows:-
6.1. Applicant / Plaintiff evinced interest in acquiring the suit
premises collectively admeasuring 761 sq.m. which included area on
the Lower Ground and Ground Floor on lease and entered into a Term
Sheet dated 18.03.2025 and thereafter Agreement to Lease dated
17.09.2025 with Defendant No.1. in respect of suit property. This Suit
property was 50% of the total commercial property developed by
Defendant No.1 in its Chembur project. After both parties executed
ATL and acted upon it, including performance of almost all contained
in Condition Precedent-1 (CP-1), Defendant No.1 alleged that Plaintiff
proposed further changes and alterations and refused to consider
taking over the entire commercial area on lease. It is Plaintiff’s case
that since it did not accede to Defendant No.1’s proposal and instead
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insisted upon execution of Lease Deed in terms of ATL in respect of
suit premises (50% of the entire commercial area), Defendant No.1
wrongfully “determined” the ATL in a pre-mediated and malafide
manner, falsely alleging frustration of contract on the ground of ATL
becoming “incapable of performance” and subsequently changing its
stand to ATL becoming “commercially impracticable”.
6.2. Plaintiff has argued that action of Defendant No.1 in issuing
Letter of Intent within 7 days thereafter and executing Lease Deed
within 15 days of termination with Defendant No.2 unequivocally
establishes that Defendant No.1 designed termination of ATL in such
circumstances to not only discharge itself from performance of its
obligations under the ATL but clearly to defeat any order / injunctive
relief that may be passed in Plaintiff’s favour in the present Suit and in
turn procured better commercial terms by executing the Lease Deed
with Defendant No.2 for the entire commercial area.
6.3. By way of present Suit, Plaintiff has inter alia, sought
declaration that ATL is valid and mandatory injunction directing
Defendant No.1 to execute and register Lease Deed in favour of
Plaintiff. Owing to Defendant No.1’s subsequent conduct of executing
and registering Lease Deed dated 04.03.2026 with Defendant No.2,
Plaintiff impleaded Defendant No.2 i.e. Titan Company Limited.
Plaintiff further seeks cancellation of the registered Lease Deed dated
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04.03.2026 and injunctive reliefs against both Defendants for dealing
with / altering the suit premises in furtherance of the registered Lease
Deed.
7. Mr. Davar, learned Advocate for Plaintiff has drawn my
attention to the Term Sheet dated 18.03.2025 and ATL dated
17.09.2025 and after taking me through the same has made the
following submissions:-
7.1. He would submit that Applicant / Plaintiff is entitled to
interim relief of protecting the suit premises (admeasuring 761 sq.m.)
because Defendant No.1’s action of unilaterally determining the ATL is
fraudulent, wrongful and unlawful in the given circumstances. He
would submit that ATL was not a determinable agreement as it did not
confer any right or give option to Defendant No.1 to determine /
terminate it at will, save and except in case of any breach or default if
committed by Plaintiff. In support of this submission he has referred to
and relied upon the decision of the Supreme Court in K. S. Manjunath
& Ors. Vs. Moorasavirappa alias Muttanna Chennappa Batil.1
7.2. He would submit that Defendant No.1 terminated ATL by
notice dated 20.02.2026, acted without contractual authority and in
direct violation of the terms of ATL, because, per clause 3.3.2
Defendant No.1 had until 04.02.2026 to complete the pending CP-1
1 2025 SCC OnLine SC 2378
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Condition which were infact duly completed and complied with. He
would submit that it is wrongfully alleged by Defendant No.1 that
Plaintiff wanted to resile from ATL and threatened termination which
is ex facie false allegation especially after substantial investment and
time spent for almost 14 months by both Plaintiff and Defendant No. 1
on modifying / altering the Suit premises.
7.3. He would submit that Defendant No.1’s plea of frustration is
untenable in law because mere inconvenience styled as “performance,
in its originally envisaged form, has become commercially
impracticable” does not amount to “impossibility to perform” or
“frustration” of the ATL. In support of this submission he has referred
to and relied upon the decision of the Supreme Court in The Naihati
Jute Mills Limited Vs. Khyaliram Jagannath.2 He would submit that
ATL itself stipulated the possibility of intervening circumstances (vis-a-
vis MMC approval and signage permission), which may have affected
performance of ATL and provided consequences of such delay by
giving Plaintiff option to terminate the ATL. He would submit that
non-performance of terms and conditions of CP-1 would not destroy
the basis and underlying object of ATL but parties herein were infact to
execute the Lease Deed in respect of the suit premises. To support this
submission, he has referred to and relied upon the decision of the
Supreme Court in Satyabrata Ghose Vs. Mugneeram Bangur and
2 [1968] 1 SCR
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Comapny and Ors.3 He would submit that Defendant No.1 cannot
resile from ATL by citing its own failure to perform its obligation under
the ATL, which prima facie is nothing but an excuse to enter into a
better and lucrative contract with Defendant No. 2 to the exclusion of
Plaintiff, which it did within 7 days of termination by repudiating the
ATL unilaterally.
7.4. He would submit that as per clause (ii) and (x) of CP-1
Defendant No.1 was bound to provide, viz., revised sanctioned plan
along with provisional fire NOC and development permission /
commencement certificate; signage space as agreed and as specified.
He would submit that Defendant No.1 wrongfully claimed inability to
comply with aforesaid conditions and sought ATL to be frustrated. He
would submit that Fire NOC and approval was already sanctioned by
the Corporation and it was in place and all changes were executed by
the Architect of Defendant No.1 for more than 4 months details of
which are placed on record.
7.5. He would submit that obtaining NOC from the Society for
signage space was never a condition precedent in the ATL. He would
submit that Defendant No.1 neither filed any supporting document to
prove its contention that it had ever applied to the Society or Society
had an issue with the signage spots or it had refused permission,
rather Defendant No.1 by email dated 27.01.2026 had categorically
3 AIR 1954 SC 44
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informed that it take care of the required NOC from the Society for
putting up of signages, hence this could not be basis to justify
termination of ATL. He would submit that in the Lease Deed dated
04.03.2026 executed with Defendant No.2, Defendant No.1 agreed to
comply with those very conditions for putting up of signages within 7
days and also executed the Lease Deed and registered it, hence its
argument that compliance of the said condition was impossible is
vague therefore rendering its defence of frustration to be ex-facie false.
7.6. He would submit that Defendant No.1 relied upon clause
7.5.3 which conferred upon them right to terminate ATL irrespective
of whether CP-1 requirements were fulfilled or not. He would submit
that the said clause did not confer a right but rather recognized
termination of ATL by Defendant No.1 at its own discretion and
without any default by Plaintiff would in itself be a breach entitling
Plaintiff to invoke the Bank Guarantee. He would submit that therefore
Defendant No.1 filed S.C. Suit (L) No.2738 of 2026 seeking injunction
against invocation of Bank Guarantee by Plaintiff. He would submit
that on 23.02.2026 i.e. one day before the date of renewal of the Bank
Guarantee, Defendant No.1 obtained ex-parte ad-interim injunction
restraining Plaintiff from invoking the Bank Guarantee but Plaintiff
had no intention to invoke and rather Plaintiff had called upon
Defendant No.1 to renew it vide letter dated 21.02.2026. He would
submit that hence act of Defendant No.1 in filing the Suit is indicative
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of the fact that it believed and accepted that its own attempt to
terminate ATL without cause in fact conferred a right upon Plaintiff to
invoke the Bank Guarantee. He would submit that therefore Defendant
No.1 wrongly misinterpreted clause 7.5.3 of ATL and intention of the
parties.
7.7. He would submit that by Letter dated 21.02.2026 Plaintiff
called upon Defendant No.1 to withdraw Letter dated 20.02.2026
thereby evincing willingness to continue with ATL and execute the
Lease Deed. He would submit that Plaintiff relied on assurances and
representations of Defendant No.1 and substantially altered its
position to its own detriment believing that the Suit premises would be
handed over to it since the entire intention works were undertaken
and completed as per sanctioned plan, thus balance of convenience is
entirely in favour of Plaintiff. He would submit that if Suit Premises
are not protected by way of an interim injunction and appointment of
Receiver, then Plaintiff would suffer grave and irreparable loss and
injury to its projected financial turnover of INR 24,50,00,000/- (in
words Twenty-Four Crore Fifty Lakh only) for year one on its
operation from the targeted store opening in June 2026 on the Leased
Premises.
7.8. He would submit that Defendant No.2 cannot plead equity
and balance of convenience against Plaintiff and oppose interim relief
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in favour of Plaintiff, instead it can pursue appropriate action against
Defendant No.1 for making false representation to it because it has
argued that it had no knowledge / notice about interest of Plaintiff in
the Suit premises. He would submit that this argument of Defendant
No.2 is prima facie unbelievable and needs to be rejected because of
the time line and Defendant No.1 offered Defendant No.2 a lucrative
deal for the entire commercial premises for a longer period of time
which suits Defendant No.2’s purpose. He would submit that both
Defendant Nos. 1 and 2 have allegedly acted in a malafide manner by
executing the Letter of Intent within 7 days of termination and
registering the Lease Deed dated 04.03.2026 within 15 days after
termination.
7.9. He would submit that Defendant No.1 suppressed the fact of
having obtained Fire NOC from the Deputy Chief Fire Officer on
19.01.2026 in terms of complying with its own obligation under CP-1
of the ATL as per the terms of draft Lease Deed exchanged on
17.01.2026. He would submit that this conduct of Defendant No.1 is
malafide for reasons best known to them. He would submit that
Defendant No.1 was however repeatedly insisting and leading Plaintiff
to re-negotiate additional terms even until 19.02.2026 while in
contrast Defendant No.1 had already designed and made up its mind
for imminent exit from the ATL and enter into a lucrative Lease Deed
for the entire commercial premises. He would submit that this is
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pertinent from the fact that a Demand Draft dated 11.02.2026 was
prepared for refunding the tranche 1 payment under ATL.
7.10. He would submit that despite notifying awareness of
Plaintiff’s willingness to execute Lease Deed, Defendant No.1 in
complete disregard executed Lease Deed dated 04.03.2026 with
Defendant No.2 for the entire commerical property admeasuring
1456.16 sq.m. even while the ex-parte ad-interim injunction dated
04.03.2026 was operative. He would submit that this resultantly
allowed Defendant No.1 to obtain a more commercially profitable deal
than the one envisaged under the ATL with Plaintiff disregarding the
sanctity of commercial contract. He would submit that Defendant No.2
has paid Interest Free Refundable Security Deposit of Rs.85 Lakhs on
27.02.2026 to Defendant No.1 within 7 days from termination dated
20.02.2026 and thereafter on 04.03.2026 i.e. merely within 5 days
and thereafter both parties executed and registered the Lease Deed.
7.11. He would submit that argument of Defendant No.2 that
Lease Deed dated 04.03.2026 is a registered document and therefore,
balance of convenience lies in its favour should not be accepted by
Court as it is a fraudulent act on the part of both Defendants to clearly
oust Plaintiff’s right under the ATL. He would submit that proviso to
Section 49 of the Registration Act, 1908 allows unregistered document
affecting immovable property, to be received as evidence of a contract
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in a suit for specific performance. He would submit that in case the
Defendant No.2’s arguments are accepted, it would provide all parties
that are similarly placed to take advantage of their own wrong.
7.12. Next he would submit that according to ATL, the leased
premises was to be used for trade and commerce and hence it falls
within definition of “commercial dispute” under Section 2(1)(c) of the
Commercial Courts Act, 2015. He would submit that this jurisdiction
must be strictly construed in light of the Act’s object of speedy disposal
of high-value commercial cases. He would submit that present dispute
cannot fall under the domain of the Presidency Small Causes Court
because according to Section 3(b) of the Maharashtra Rent Control
Act, 1999, private limited companies having paid up share capital of
one crore or more are exempted. In support of this proposition, he has
referred to and relied upon the decision of the Madras High Court in
the case of Ambalal Sarabhai Enterprises Ltd. Vs. K. S. Infraspace LLP.4
7.13. Therefore, he would submit that it is clearly evident from the
foregoing incidents that Defendant No.1 has attempted to wrongfully
determine the ATL malafidely since negotiations between Defendant
Nos. 1 and 2 could not have commenced and concluded merely within
7 days. Hence, he would submit that in the aforesaid circumstances
Plaintiff is entitled to interim reliefs in both Interim Applications as
prayed for until final disposal of the Suit proceedings including
4 (2020) 15 SCC 585
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appointment of Court Receiver.
8. PER CONTRA, Mr. Dwarkadas, learned Senior Advocate for
Defendant No.1 has drawn my attention to the two Affidavits-in-Reply
dated 11.03.2026 in Interim Application (L) No.7684 of 2026 and
dated 24.03.2026 in Interim Application (L) No.9084 of 2026 filed by
authorized signatory of Defendant No.1 and has vehemently opposed
grant of interim reliefs to the Plaintiff.
8.1. He would submit that Interim Application (L) No. 9084 of
2026 is filed by Plaintiff with the sole object of (i) expanding the scope
of the ex-parte ad-interim order dated 04.03.2026 which was obtained
without giving notice to Defendant No.1 and has in any event now
been rendered infructuous; (ii) to bring pressure upon Defendant No.2
by seeking to restrain it from exercising its legitimate leasehold rights
under a duly executed registered Lease Deed; and (iii) for creating a
false impression before this Court that Defendant No.1 has acted in
defiance of the ex-parte order when the truth is that the Lease Deed
with Defendant No.2 was executed and registered prior to service of
the ex-parte order upon Defendant No.1.
8.2. He would submit that ATL dated 17.09.2025 between
Plaintiff and Defendant No.1 did not create, transfer, assign, or vest
any enforceable right, title, interest or possession in the premises in
favour of the Plaintiff as ATL was determinable, conditional and an
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executory arrangement and not a concluded lease which merely
contemplated its future execution subject to prior fulfillment of all 16
terms and conditions of CP-1. He would submit that Plaintiff has
admitted in its pleadings that it was never delivered possession of the
premises rather it had remained in the lawful possession and control of
its owner i.e. Defendant No.1, hence Plaintiff is not entitled to restrain
either Defendant No.1 or Defendant No.2 from exercising their lawful
rights therein.
8.3. He would submit that as per Section 14(d) of the Specific
Relief Act, 1963 (for short “said Act”) ATL was determinable in nature,
hence it stood lawfully determined by Defendant No.1 vide its letter
dated 20.02.2026. He would submit that Section 41(e) of the said Act
bars grant of injunction to prevent breach of a contract, the
performance of which cannot be specifically enforced, hence interim
application seeking injunctive relief is misconceived and contrary to
law. He would submit that the ATL was incapable of performance on
account of non-fulfillment of terms and conditions of CP-1 within the
stipulated timeline and circumstances beyond control of the parties
and thus it stood frustrated within the meaning of Section 56 of the
Indian Contract Act, 1872 and hence became void and unenforceable
in law.
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8.4. He would submit that Lease Deed dated 04.03.2026 between
Defendant Nos. 1 and 2 was executed and payment of registration fees
for same was generated at 13:45 hrs on the same day followed by its
registration in the office of the Joint Sub-Registrar, Mumbai-13 at
02:50 PM. He would submit that Defendant No.1 was served with the
ex-parte order dated 04.03.2026 via email on the same day at 08:07
PM. He would submit that Defendant No.1 being unaware of filing of
present Suit proceedings by Plaintiff, nor being served upon with any
notice regarding the proceedings or notice or the ex-parte order,
entered into a commercial transaction with Defendant No.2 in the
ordinary course of business pursuant to Letter of Intent dated
27.02.2026 for execution and registration of the Lease Deed.
8.5. He would submit that Defendant No.2 being a reputed
publicly listed company and a subsidiary of the Tata Group became a
bonafide lessee through the Lease Deed for a term of 21 years and
paid a part of the security deposit of Rs.85,00,000/- on execution of
the Letter of Intent dated 27.02.2026. He would submit that Plaintiff’s
allegation of execution of Lease Deed being “pre-mediated” and done
with intent to defeat Plaintiff’s rights is wholly baseless because ATL
was already lawfully determined on 20.02.2026 alongwith refund of
security deposit to Plaintiff. He would submit that it is well settled law
that once third-party rights are created in favour of a bonafide party
under a registered instrument, courts ought to exercise extreme
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restraint in granting injunctive relief that would disturb such rights
and therefore mere coincidence of dates cannot give rise to any
inference of malafides.
8.6. He would submit that ex-parte injunction order cannot
operate retrospectively so as to invalidate the rights and transactions
that were lawfully concluded prior to service of such order upon the
party sought to be restrained and is an afterthought designed to
prejudice Defendant No.2 and the same cannot be regarded as being in
violation of said order. He would submit that Lease Deed dated
04.03.2026 creates a valid leasehold interest in favour of Defendant
No.2 which is a registered document and carries presumption of
validity under Section 35 of the Indian Registration Act, 1908 and
Section 79 of the Indian Evidence Act, 1872, hence such a Lease Deed
cannot be set aside or rendered inoperative merely on the basis of
allegations made in an interim application. He would submit that
challenge to such a Lease Deed could have been done in substantive
proceedings and not through interim application.
8.7. Next, he would submit that ATL is incapable of specific
performance as it falls within the ambit of Section 14(b) of the said
Act which stipulates that performance of a contract that involves
performance of a continuous duty which the Court cannot supervise,
cannot be specifically enforced. He would submit that terms and
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conditions in CP-1 contemplated under the ATL were not acts which
could be simply enforced, however it envisaged a series of interrelated
and sequential obligations, viz., (i) completion of construction and
fitout works; (ii) procurement of necessary sanctions and building
permissions; (iii) execution of structural and non-structural
obligations; (iv) permission for installation of signages at various
locations, which were dependent upon acts and decisions of multiple
third parties, including regulatory authorities, municipal bodies and
the co-operative housing society, over none of whom this Court could
have exercised any effective supervision or control.
8.8. He would submit that appointment of a Court Receiver
would not cure the issue of continuous supervision contemplated
under Section 14(b) of the said Act as it would entail Court Receiver
engaging in ongoing negotiations and dealing with multiple third-party
authorities independent of the jurisdiction of this Court which would
be infructuous at this stage. He would submit that this would
inevitably draw this Court’s attention into a protracted exercise of
supervision which is precisely the situation above provision is designed
to prevent. He would submit that it is well-settled law that courts of
equity decline to grant specific performance where execution of the
decree would require the court to supervise series of acts over an
extended period of time. Therefore, he would submit that appointment
of Court Receiver would be disproportionate and mere abuse of the
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process as there is no threat of waste, damage, alienation or
dissipation of property that could justify such appointment.
8.9. He would submit that by virtue of Section 14(b) the ATL is
incapable of specific performance and therefore grant of injunction to
prevent breach of a contract that cannot be specifically enforced is
barred under Section 41(e) of the said Act. Moreover, the ATL is a
determinable contract according to Section 14(d) of the said Act.
8.10. He would submit that Plaintiff has failed to make out case
under Order XXXIX Rules 1 and 2 of CPC so as to satisfy any of the
settled parameters for grant of interim relief, viz., (I) prima facie case;
(ii) balance of convenience in its favour; and (iii) likelihood of
irreparable injury. He would submit that balance of convenience is
rather in favour of Defendant No.1 in the present case because Plaintiff
was never in possession of the Leased Premises and did not invest any
capital expenditure in the same. In contrast, he would submit that
Defendant No.1 invested approximately Rs.3,00,00,000/- (Rupees
Three Crores Only) towards fulfillment of the CP-1 requirement. He
would submit that Defendant No.2 has entered into a binding
registered Lease Deed is entitled to therefore take possession and
commence its business operations.
8.11. He would submit that despite absence of any subsisting
contractual right in favour of Plaintiff, its loss, if any, would be purely
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commercial and financial which would be fully quantifiable whereas
injunction would place restraint on proprietary rights of Defendant
No.1 and contractual rights of Defendant No.2 causing significant and
irreparable prejudice to both of them.
8.12. He would submit that in present dispute since it seeks
recovery of possession of the premises, it falls within the local limits of
exclusive jurisdiction of the Small Causes Court, Mumbai as per
Section 41 of the Presidency Small Cause Courts Act, 1882 and not
within the jurisdiction of this Court and hence on this ground
application is liable to be dismissed. On the basis of the above
submissions he would persuade the Court to reject interim relief to
Plaintiff.
9. Mr. Joshi, learned Senior Advocate for Defendant No.2
would submit that Defendant No.2 being a bonafide party to the lease
with Defendant No.1 cannot be deprived of its right, title and interest
subsisting under the registered Lease Deed dated 04.03.2026. He
would submit that Plaintiff did not opt to register the captioned
proceedings as a lis pendens under Section 52 of the Transfer of
Property Act, 1882 read with Section 18(ee) of the Registration Act,
1908 which enables registration of notices for pending suits providing
constructive notice to potential buyers. He would submit that Plaintiff
failed to register the ATL possibly owing to stamp duty considerations
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and also to impute any prior notice whether actual or constructive on
part of Defendant No.2. He would submit that Plaintiff cannot seek
relief of specific performance against Defendant No.2 who had no
knowledge of the alleged prior ATL, also Plaintiff nowhere in its Plaint
has pleaded that Defendant No.2 had prior knowledge of the ATL. In
support of this proposition, he has referred to and relied upon the
decision of the Madras High Court in the case of P Retnaswamy Vs. A
Raja & Anr.5
9.1. He would submit that any interim or ad-interim relief as
against Defendant No.2 would seriously and irreversibly impair its
contractual rights under the registered Lease Deed dated 04.03.2026
because Defendant No.2 has paid stamp duty amount of
Rs.94,10,000/- together with registration charges of Rs.30,000/-,
initial security deposit amount of Rs.85,00,000/- with balance security
deposit amount of Rs.2,97,50,000/- which was due to be paid within
10 days from the date of registration of the Lease Deed.
9.2. He would submit that according to the “priority principle”
laid down under Section 50 the Registration Act, 1908, registered
documents take precedence over unregistered documents when both
relate to the same property. Therefore, he would submit that
registered Lease Deed dated 04.03.2026 prevails over the ATL dated
17.09.2025. He would submit that an Agreement to Lease must be
5 2001-3-L.W.60320
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distinguished in fact and in law from an executed and registered Lease
Deed which has been explained in the decision of the Supreme Court
in the case of Ramnath Agrawal & Ors. Vs. Food Corporation of India
& Ors6.
9.3. He would submit that Plaintiff has failed to make out any
prima facie case against Defendant No.2 for grant of relief because
there is absence of pleading or prior notice proving awareness of prior
agreement which is a foundational requirement under Section 19(b) of
the said Act and hence no relief can be claimed by Plaintiff against
Defendant No.2. He would submit that settled tests for grant of relief
are also not satisfied by Plaintiff. To conclude his argument, he would
submit that balance of convenience is decisively in favour of
Defendant No.2 whose contractual and possessory rights would be
prejudiced by any order of restraint causing irreparable injury to
Defendant No.2.
9.4. He would submit that Plaintiff was admittedly never in
possession of the leased premises and even if its claim is sustainable at
any point of time during trial, it is compensable in damages. He would
submit that in the aforesaid circumstances Defendant No.2’s peaceful
possession and lawful enjoyment of the leased suit premises under
registered Lease Deed dated 04.03.2026 be undisturbed and the
Interim Applications be dismissed in limine.
6 (2020) 19 SCC 35521
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10. I have heard Mr. Davar, learned Advocate for Plaintiff; Mr.
Dwarkadas and Mr. Godbole, learned Senior Advocates for Defendant
No.1 and Mr. Joshi, learned Senior Advocate for Defendant No.2 and
with their able assistance perused the record of the case. Submissions
made by the learned Senior Advocates and Advocate appearing for the
respective parties have received due consideration of the Court.
11. The facts in the present case are in a narrow compass.
Admittedly Plaintiff and Defendant No.1 executed Term Sheet dated
18.03.2025 and Agreement to Lease dated 17.09.2025 whereby
Plaintiff decided to take on lease. Suit premises admeasuring 633
sq.m. (equivalent to 6814 sq.ft.) and 128 sq.m. (equivalent to 1378
sq.ft.) situated in the basement and ground floor of the subject
building, collectively admeasuring appropriately 761 sq.m. (8192 sq.
ft.) alongwith appurtenant area, 24 car parking spaces and rights to
use the common area. It is seen that these suit premises form a part of
the larger commercial area spread out over the Lower Ground, Ground
and 1st Floor of the project totally admeasuring 1456.16 sq.m. (15,674
sq.ft.).
12. What is observed is that in view of the ATL between Plaintiff
and Defendant No.1, the balance area admeasuring 695.16 sq.m.
(equivalent to 7482 sq.ft.) on the Ground and 1st Floor remained
vacant and status of this area has led to the present lis between the
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parties. It appears that after execution of the Term Sheet and ATL and
during fructification of 14 out of the 16 conditions contained in CP-1,
Defendant No.1 proposed alteration of terms and conditions of ATL by
insisting that Plaintiff should in addition to the Suit premises, also take
on lease the balance area. This is Plaintiff’s case before the Court and it
is also not denied by Defendant No.1. According to Plaintiff, it declined
the proposal of Defendant No.1 and instead insisted upon execution of
Lease Deed in terms of the ATL for the suit premises only.
13. According to Plaintiff, Defendant No.1 therefore wrongfully
‘determined’ the ATL in a pre-mediated and malafide manner, falsely
alleging frustration of contract on the ground of the ATL becoming
‘incapable of performance’ and subsequently informing Plaintiff that
ATL had been ‘commercially impracticable’. It is seen that on the date
when Plaintiff obtained ex-parte interim injunction i.e. on 04.03.2026
on the same date, Defendant Nos.1 and 2 entered into a Lease Deed
for the entire larger premises admeasuring 1456.16 sq.m..
14. Grievance of Plaintiff is that by virtue of the Term Sheet of
ATL dated 17.09.2025 and ATL not been a determinable Agreement,
plea of fructification of the ATL is untenable in law and the conduct of
Defendant No.1 is prima facie malafide. On the other hand, contention
of Defendant No.1 is that the ATL was an unregistered document
which became ‘incapable of performance’ due to two specific
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conditions contained in CP-1 being ‘incapable of performance’ and
execution of the registered Lease Deed in respect of the entire
premises in favour of Defendant No.2 being a registered document will
take precedent over any substantive right of Plaintiff and the highest
Plaintiff would be entitled to is damages and compensation in terms of
money. Even though ATL maybe be unregistered agreement it is
crucial to note that it has been fully acted upon by parties.
15. The facts in the present case are with respect to rights of the
parties as stated in the ATL which governed their actions. Defendant
No.2 has no nexus / privity with Plaintiff qua the suit premises. Hence,
it would be convenient to look into the specific clauses of the ATL to
understand the substantive right of parties and the facts and
circumstances which trasnpired leading to determination of ATL. Copy
of the ATL is appended below Exhibit ‘C’ at page No.168 in the Suit
plaint. Both Plaintiff and Defendant No.1 have heavily relied upon
various terms and conditions and clauses of ATL in support of their
respective submissions.
16. Plaintiff, Defendant No.1 and Defendant No.2, all three
parties in their own right are leading companies in their own right.
There is elaborate material and pleadings placed on record by all 3
companies which in my opinion need not be gone into for the present
adjudication. The fundamental facts, inter alia, leading to execution of
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the Term Sheet and ATL between Plaintiff and Defendant No.1 are not
in dispute. Infact on reading the entire paper, I am of the opinion that
until 19.02.2026, there was nothing on the horizon for determination
of the ATL, and for the first time on 19.02.2026, Defendant No.1 made
know its intention of determining the ATL not on the basis of reasons
stated in the Termination Letter dated 20.02.2026 but on the Minuites
of Meeting held on 19.02.2026 itself. Similarly, the registered Lease
agreement dated 04.03.2026 executed between Defendant No.1 and
Defendant No.2 on the other hand is also not in dispute. Repercussions
of termination of ATL by Defendant No.1 and immediate execution
and registration of the lease deed between Defendant No.1 and
Defendant No.2 on 04.03.2026 (by giving Letter of Intent on
27.02.2026) has its genesis in the conduct of Defendant No.1.
17. Record shows that since January 2025 Plaintiff evincing
interest in taking over the suit premises on lease admeasuring 761
sq.m. (8192 sq.ft.) distributed between ground floor (128 sq.m.) and
lower ground floor (633 sq.m.). his stance of Plaintiff is consistent
throughout. According to Plaintiff it took a strategic business decision
to develop one commercial store in Defendant No.1’s project known as
Godrej RKS in Chembur area since it was Plaintiff’s requirement was to
develop a store of about 8000 sq.ft. which suited its plans and
investments. For this Plaintiff decided to shut down its two other
flagship stores in Mumbai situated at Bandra and Worli and
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commission a new store from the suit premises in Chembur area
considering the area’s location and enormous potential and it being a
prime catchment area for Plaintiff’s business.
18. Plaintiff therefore executed Term Sheet dated 18.03.2025
followed by ATL dated 17.09.2025 and decided to take the suit
property on lease i.e. property situated on the ground and lower
ground floor to the extent of 761 sq.m. (8192 sq.ft.) out of the total
developed commercial area (15843 sq.ft.). The aforesaid two
documents executed between parties are replete with humongous
correspondence prior and later to their execution over a period fo 14
months which are all placed on record. Fundamental terms of the
aforementioned ATL being Defendant No.1 receiving Rs.21 lakh as
monthly lease rent for lease of suit premises along with 24 reserved
car parking slots. Tenure agreed between parties was for 10 years with
escalation clause.
19. It is seen that, Defendant No.1 on 20.02.2026 terminated
ATL dated 17.09.2025 on the ground that 2 out of the 16 CP – 1
conditions became incapable of performance and the ATL was
therefore frustrated. Defendant No.1 pleaded that unfulfilled condition
No.1 pertained to non recept pf Municipal approval under Section 342
of MMC Act which could not be obtained due to return of file by the
Municipal Officer whereas unfulfilled condition No.2 pertained to no
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permission received from the Co – operative Housing Society for
installation of signages which it refused to grant to the parties. Copy of
Termination Letter is appended at page No. 917 of the Suit Plaint.
Paragraph Nos. 1 to 5 thereof are relevant and reproduced below for
immediate reference.
“1. We refer to the Agreement to Lease dated 17 September 2025
executed between Godrej Projects Development Limited (therein
“Lessor”) and Decathlon Sports India Private Limited (therein
“Lessee”) in respect of the Leased Premises referred above, situated
at Godrej RKS, Mumbai (“Agreement”).
2. Clause 3 of the Agreement contemplates the fulfilment of the
Conditions Precedent within the stipulated agreed timelines,
including Condition Precedent – 1, as more particularly set out in
Annexure D of the Agreement. It was further mutually agreed
between the Parties that upon completion of Condition Precedent –
1, the Parties shall proceed to execute the final Lease Deed.
Accordingly, fulfilment of all the Conditions Precedent- 1 within the
stipulated timelines constitutes a mandatory precondition for
execution of the final Lease Deed.
3. Despite our bona fide efforts and due diligence, we regret to
inform you that we are unable to fulfil certain crucial Conditions
Precedent – 1, namely: provision of revised sanction plans with fire
NOC & development permission/commencement certificate (clause
ii) and provision of signage spaces ( clause X). as their fulfilment is
presently impeded due to certain practical and regulatory
constraints that are beyond our reasonable control and as a natural
corollary, the Agreement stands frustrated.
4. Thus, in order to place on record the factual and practical
constraints faced by us in complying with the said Conditions
Precedent – 1, and after careful consideration of the circumstances,
we regret to inform you that we are constrained to determine the
Agreement at this stage, as the same has become incapable of being
performed. Accordingly, we hereby notify you that we shall not be
proceeding further with the execution of the Final Lease Deed.
5. In view thereof, we hereby intimate our decision to determine
the Agreement with immediate effect.”
20. From paragraph No.3 Defendant No.1’s case as pleaded and
argued is that it has acted bonafide and with due diligence but
fulfillment of the two conditions was beyond its control since it had no
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authority to compel the Municipal Authority to approve revised
drawings with all revisions under Section 342 of MMC Act or compel
the Co – operative Housing Society to grant permissions to put up
signages as required by Plaintiff. These are the only two grounds on
which Defendant No.1 terminated the ATL on 20.02.2026. However
juxtaposed with the above happening of above events between
Plaintiff and Defendant No.1, it is seen that Defendant No.1
immediately thereafter on 23.02.2026 filed a Suit under Sections 34,
37 and 38 of the Specific Relief Act against Plaintiff to restrain Plaintiff
from invoking the bank guarantee which was to otherwise expire on
24.02.2026.
21. On 23.02.2026, Defendant No.1 obtained injunction from
invoking the bank guarantee. Thereafter on 27.02.2026 i.e. within 7
days of termination of ATL, Defendant No.1 issued Letter of Intent to
Defendant No.2. agreeing to enter into lease for the entire
commercially developed area (1471.86 sq.m. ~ 15843 sq.ft.) in the
same project at RKS Chembur (which included the area under the
ATL). This letter of intent was fructified into a lease document which
was executed and registered on 04.03.2026 between Defendant No.1
and Defendant No.2. It is seen that the tenure agreed between
Defendant No.1 and Defendant No.2 in it was for 21 years at the rate
of Rs.42.5 lakhs lease rent per month with 39 reserved car parking
slots. This area admittedly included the suit premises admeasuring 761
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square meters being part thereof. Present suit was filed on 04.03.2026
and this Court was moved for urgent ad interim relief when on that
date the following order was passed:-
“1. Not on Board. Mentioned by way of filing praecipe dated
04.03.2026. Perused the praecipe.
2. Heard Mr. Daver, learned Advocate for Plaintiff. He
mentions exigency due to which ad-interim relief is pressed by him.
3. At the outset, Mr. Daver seeks leave to amend and correct
factual error in paragraph No.67 of the suit plaint. Necessary
amendment is permitted to be carried out within a period of one
week from today. Reverification stands dispensed with.
4. Plaintiff executed Agreement to Lease (for short ‘ALT’) dated
17.09.2025 which had all necessary clauses in place. According to
Mr. Daver, one of the key clause namely clause No.2 required
Defendant to obtain fire No-Objection Certificate and
Commencement Certificate for the subject premises. Amount of Rs.
42,00,000/- was received by Defendant from Plaintiff as deposit
towards performance of the aforesaid condition.
5. He would submit that on 17.01.2026, fire No-Objection
Certificate was received but it was not informed to Plaintiff.
Plaintiff did suspect that there would be an attempt to resile from
the ALT. On the following day Defendant addressed letter to
Plaintiff stating that they wanted to negotiate better commercial
terms. Since the ALT was executed Plaintiffs had undertaken
certain steps. However the entire scheme and plan of Plaintiff got
stalled.
6. On 20.02.2026 read with further letter dated 23.02.2026
Defendant resiled and determined the ALT. Mr. Daver informs the
Court that the second pre-condition regarding issuance of
Commencement Certificate is almost fructified. He would also
submit that Defendant had addressed a letter to Plaintiff that all
terms of the ALT were accepted by them and therefore the conduct
of Defendant to resile from the ALT Contract is illegal and
incorrect.
7. In that view of the matter he would submit that this Court
be pleased to grant ex parte ad-interim injunction restraining
Defendant from creating third party right or parting with
possession of subject premises and accordingly after hearing both
the parties pass appropriate reliefs.
8. Prima facie after going through record of the case and the
aforementioned correspondence an arguable case has been made
by Mr. Daver for grant of ad-interim relief which is in terms of
prayer clause 61(b) of the Interim Application which reads thus:-
“(b) Ex-parte ad-interim injunction during the pendency of
the present application thereby restraining the defendant
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persons claiming under them from transferring, selling,
alienating, encumbering, disposing of and/or otherwise
creating third party rights over and in respect of the Leased
Premises described in Schedule C appended herewith.”
9. Hence, issue notice to Defendant.
10. Humdast permitted. In addition to Court’s notice,
Plaintiff /Applicant is directed to serve the Defendant a copy of
this order, Suit and Interim Application and inform about the next
date of hearing by any permissible mode of service and file
appropriate affidavit of service with tangible proof thereof.
11. Affidavit-in-Reply is directed to be filed within a period of
two weeks from today and apprise the Court accordingly.
12. Liberty to apply.
13. Stand over to 25th March 2026.
14. Praecipe is disposed.”
22. However before the order could be conveyed to the
Defendants by that time on 04.03.2026 itself, lease deed was
executed and registered between Defendant No.1 and Defendant No.2.
It is today vehemently argued by Mr. Joshi learned Senior Advocate
that Defendant No.2 is a bonafide lessee without notice and due to its
registered lease deed with Defendant No.1, indivisible rights have been
vested in Defendant No.1 qua the leased property which includes the
Suit property and substantive right of Defendant No.2 would far
outweigh any right of the Plaintiff under the ATL (which is an
unregistered document). The Defendant No.1 has supported the
aforesaid submission of Defendant No.2. However in the facts and
circumstances of the present case which are delineated hereunder I am
unable to accept the submissions made by Mr. Joshi on behalf of
Defendant No.2 and for the matter of Mr. Dwarkadas, learned Senior
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Advocate for Defendant No.1 for more than one reasons.
23. The limited case of Defendant No.1 is that the two aforesaid
conditions, inter alia, pertaining to receipt of revised NOC from the
Chief Fire Officer and Co – operative Housing Society’s permission for
putting up signages were not received due to which on 20.02.2026
ATL was terminated due to frustration of contract. Incidentally not a
word about this was discussed in the Meeting held between the said
parties on the previous day i.e. 19.01.2026.
24. Conduct and intention of Defendant No.1 is clearly spelt out,
rather revealed on the basis of the stand it adopted in the meeting held
with Plaintiff on 19.02.2026. Minutes of the meeting between the
parties held on 19.02.2026 at Godrej One premises, Vikroli are
appended on page No. 671 of Suit plaint. For the sake of reference and
convenience they are reproduced below:-
” 1. Signage Annexure (Boundary Wall Signage)
Godrej informed that they will not be able to honour one of
the critical points (CP) under the Signage Annexure agreed
and signed in the ATL, specifically relating to Boundary Wall
Signage.
ï‚· The constraint arises due to resistance from the
housing society.
ï‚· Godrej expressed concerns regarding potential
tenure-related challenges.
ï‚· They categorically stated they cannot assume
the risk of any rent withholding linked to this
issue.
2. Broader Leasing Strategy – “As Is” Basis
Godrej communicated that they have taken an internal
decision to lease the entire premises to a single party strictly
on an “as is” basis.
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ï‚· No technical or legal modifications to current
condition of the premises would be undertaken.
ï‚· They will not be able to manage multiple
leases in the same premises with the society.
3. Agreement Status
Godrej stated that the agreement in its present form is not
acceptable to them.
ï‚· The above two issues must be addressed before
any further progress can be made.
4. Formal Communication Requested
Godrej has been requested to formally communicate their
position via email, clearly, outlining the revised acceptable
conditions, to enable DSI to evaluate internal next steps.
5. Bank guarantee Decathlon requested to renew the Bank
Guarantee for a period of atleast 60 days.”
25. From the above it is clearly gathered that in so far as the
first unfulfilled condition under CP-1 is concerned, it was never even
discussed between the parties on 19.02.2026 and rightly so since the
said condition stood already fulfilled in January 2026 itself. So far as
the second condition is concerned the only bone of contention for
which objection was raised related to the Boundary signage hoarding
and nothing else. Infact, Defendant No. 1 was very categorical about
its stand and decision which is reflected in the above minutes of the
meeting and infact it was looking for a ruse to deceptively walk out of
the ATL.
26. I say this because on reading the minutes of the meeting
which are not denied by Defendant No. 1, the acts of Defendant No.1
and its fraudulent intention to walk out of the ATL stands fully
exposed and proved prima facie on the face of record. The real bone of
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contention for ATL to be terminated was not the nonfulfillment of the
two CP-1 conditions but the decision of Defendant No.1 to lease the
entire commercial premises to a single party on “as is” basis. Thus this
was a Commercial decision taken by Defendant No.1 to suit its
purpose and reason given by Defendant No. 1 in that meeting was that
they will not be able to manage multiple leases in the same premises
with the Society proves this point.
27. What is crucial is that Defendant No.1 refused to accept the
ATL and the proposed lease between Plaintiff and Defendant No.1 in
its present form as it was in regard to 50% of the entire commercial
property, but Plaintiff requested Defendant No.1 to formally
communicate their position as it was never agreeable and maintained
that stance since inception. From reading from the above minutes of
the meeting between Plaintiff and Defendant No.1 it is therefore
crystal clear that the reasons stated in the Termination Letter dated
20.02.2026 are totally incorrect or rather camouflaged by Defendant
No.1 to walk out of the ATL and lease the entire commercial property
to a single party only for obvious commercial consideration.
28. Though it is argued by Defendant No.2 that it did not have
knowledge about the ATL, such pleading and stand by Defendant No.2
that is was unaware of the ATL or Plaintiff is prima facie unbelievable.
Defendant No.2 has in connivance with Defendant No.1, attempted a
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hostile take over of the entire commercial area in Defendant No.1’s
Chembur project as per Defendant No.2’s requirement and which
suited Defendant No.1’s internal decision to lease the entire premises
to one single party only. Further tenure and terms of Defendant No.2’s
lease document are prima facie beneficial to the Defendant No.1 on
long term basis and the maneuver between Defendant No.1 and
Defendant No.2 about issuing the Letter of Intent within 7 day of
termination and executing and registering the lease deed with
Defendant No.2 clearly was an action plan intended to deceive
Plaintiff’s right under the ATL.
29. What is significance is that Defendant No.1 has vehemently
argued that it invested Rs. 3,00,00,000/- towards fulfillment of CP-1
conditions and its intention was therefore to now lease the entire
property on “as is” basis to a single party only. This case is true but
then Defendant No.1 wants to forgo the said expenses in favour of
Defendant No.2 terminating the ATL.
30. Further Defendant No.1 has not filed any counter claim
against Plaintiff for its investment Rs.3,00,00,000/- towards fulfillment
of CP-1 conditions. Infact, it will be seen from what is held herein
below, CP-1 conditions were never a bone of contention. Infact, all CP-
1 conditions are duly satisfied, though issue of signage is argued
vehemently by Defendant No.1 however the said condition is a
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complete non-starter and nothing but a disguise and a smokescreen
created by Defendant No.1 to walk out of the ATL only for a more
lucrative deal with Defendant No.2. The conduct of Defendant No.1
and equally that of Defendant No.2 in my prima facie opinion, in
aforesaid facts clearly reeks of deceit and unworthy of trust and belief
with fraudulent behavior of Defendant No.1 determining the ATL by
Termination Letter dated 20.02.2026.
31. Defendant No.1 has relied upon return of proposal
submitted to BMC as the principle ground for termination. This return
of file / proposal on 30.01.2026 is on the basis of a screenshot from
the website of BMC, copy of which is appended at Exhibit ‘G’ – page
No. 281 of Defendant No.1’s Affidavit-in-Reply dated 11.03.2026.
However if the same is read, it is revealed that there are no such
remarks of return of proposal or rejection of proposal whatsoever
stated in the alleged screenshot pertaining to return of file and or
rejection of permission under Section 342 of MMC Act as alleged by
Defendant No.1. All that it merely states as “please attach corrected
drawing” and nothing more. Significantly between 30.01.2026 and
20.02.2026 Defendant No.1 maintained a stoic silence on its argument
on return of file or rejection of permission under Section 342 of MMC
Act and the same also does not find reflected in the Minutes of Order
dated 17.02.2026.
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32. What is crucial is Defendant No.1’s Architect namely Mr.
Harsh D. Gangar of M/s. Harsh Gangar & Associates and Structural
Engineer – Mr. Sanjay Gambhir were appointed by separate
appointment letters both dated 03.10.2025 by Defendant No.1, copies
of which are appended at Page Nos. 182 and 184 of Defendant No.1’s
Affidavit-in-Reply. It is seen that on 03.10.2025 itself Defendant No.
1’s Architect applied to the Corporation for provisional NOC which was
granted on 11.10.2025, copies of which are appended at Page Nos.
173 and 179 of its Affidavit-in-Reply.
33. The correspondence relied upon by Defendant No.1 placed
at Page Nos. 173 to 307 between Plaintiff and Defendant No.1 when
seen and read, prima facie, reveal that right since 03.10.2025 there
has been extensive correspondence between these parties regarding
submission of plans under Section 342 of MMC Act for the proposed
work undertaken for amalgamation, addition, alteration, direction, etc.
of the Suit property along with all necessary detailed drawings / plans
submitted from time to time along with scrutiny fee, fire service fee
and all compliances by Defendant No.1’s Architect and Structural
Engineer. Plaintiff has entered into separate Agreements with Lewis &
Hickey India Pvt. Ltd. dated 03.04.2025, Turnkey contract with
AAKAR for interior / turnkey works, signage Agreement dated
20.06.2025 to execute the terms of Term Sheet and ATL.
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34. It is seen that notably Compliance Report dated 16.01.2026
has been given by Defendant No.1’s Architect about Completion
Certificate of the works in the Suit property, copy of which is
appended at Page No. 253 of Defendant No.1’s Affidavit-in-Reply. It is
further seen that the Deputy Chief Fire Officer, the Deputy Fire Officer
and the Assistant Deputy Fire Officer have jointly issued the Final Fire
Safety Approval for the aforesaid works as per inspection carried out
by the Inspecting Officer with a specific remark that further additions,
alterations, amalgamations, amendments shall be approved by the
Licensed Surveyor before occupying the premises and starting trade
activity. Copy of this Approval letter is appended at Exhibit ‘F’ – Page
Nos. 257 to 261. This approval was given as far back on 17.01.2026
and 21.01.2026 which can be seen from the date of the digital
signatures appended thereon. Certain excerpts of the above Final Fire
Safety Approval which are relevant to adjudicate the present case are
reproduced below for reference:-
“BRIHANMUMBAI MUNICIPAL CORPORATION
MUMBAI FIRE BRIGADE
Office of Dy. Chief Fire Officer (R-V), Mankhurd Regional
Command Centre, Mankhurd Fire Station, Ghatkopar Mankhurd
Link Road, Opp. Sathe Nagar, Mankhurd, Mumbai -400 043.
———————————————————————————————–
Sub: Final Fire Safety approval from the fire safety
installations point of view for amalgamations, addition/
alteration and erection of wooden/glass/siporex/gypsum
partition in proposed Shop (earlier retail unit no. 2) on
Ground floor and Shop No. 1 to Shop no. 4 at 1 Basement in
Wing A of the existing Commercial cum residential building
known as Godrej RKS on plot bearing C.T.S. Nos. 673/A,
673/C, 783/A/1, 783/A/3 and Old C.T.S. Nos. 673, 673/1 to37
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673/20, 783 (pt) of Village Borla at Chembur, Mumbai.
Ref: i) Online proposal submission by Architect, Mr. Harsh
Deepak Gangar of M/s. Harsh Gangar & Associates,
under file No. P-28028/2025/(673 And Other)/M/W
Ward/BORLA-M/W-CFO/1/New.
ii) Earlier MFB NOC: –
a) P-28028 / 2025 / (673 And Other)/M/W
Ward/BORLA-M/WCFO/1/New. Dt.14/10/2025
b) P-28028/2025/(673 And Other)/M/W
Ward/BORLA-M/W-CFO/1/New. Dated, 26/12/2025
iii) Joint Inspection Date: – 13.01.2026
M/S. GODREJ PROJECTS DEVELOPMENT LTD.,
The premises under reference is proposed shop (earlier retail unit
no.2) on ground floor and Shop No. 1 to Shop no. 4 at 1st basement of
Wing A of the existing commercial cum residential building known as
Godrej RKS, comprising of 03 Wings, i.e., Wing ‘A’, ‘B’ & ‘C’. Wing ‘A’ is
having 03 level basements + Common Ground floor + 1 part for
Commercial use & Extended portion used as Additional R. G. + 2nd to
14th upper residential floors, with a total height of 49.95 mtrs. from the
general ground level up to the terrace level. Wing ‘B’ is having 03 level
basements (Common for Wings ‘A’ to ‘C’) + Ground floor + 1st floor for
Amenities & Extended portion used as R. G. + 2nd to 14th upper
residential floors, with a total height of 49.45 mtrs. from the general
ground level up to the terrace level. Wing ‘C’ is having 03 level basements
(Common for Wings ‘A’ to ‘C’) + Ground floor + 1st to 14th upper
residential floors, with a total height of 49.45 mtrs. from the general
ground level up to the terrace level.
Final NOC for Part Occupation certificate issued by this department
under No. P-2314/2019/(673 And Other)/M/W Ward/BORLA-M/W-
CFO/1/New, dated 10.03.2022, to occupy & use of Part Basement 1+ Part
Ground Floor + Part 1st Floor of TAR High-Rise Commercial-cum-
Residential Building.
Further, the party had obtained Part O.C. from E.E. (B.P.) E.S. vide
No. P-2314/2019/ (673 And Other)/M/W
Ward/BORLA-M/W/OCC/1/New of 16 March 2022 for a commercial cum
residential building comprising of 1 Part Basement + Part Ground floor
Part 1st floor of Wing A.
In this case, please refer to the Provisional fire safety approval issued by
this department u/r. no. P-28028/2025/(673 And Other)/M/W
Ward/BORLA-M/WCFO/ 1/New. Dt. 14/10/2025 for the proposed
amalgamations, addition/alteration and erection of
wooden/glass/siporex/gypsum partition in Retail Unit No. 2 on the ground
floor and Shop No. 1 to 04 on 1st Basement in Wing A of the existing
Commercial cum residential building known as Godrej RKS.
In this case approval letter from EEBP (E.S.) u/r.no. P-28028 /
2025 /(673 And Other)/M/W Ward/BORLA-M/W/342/1/New. Dt.
06/11/2025 for the proposed amalgamations, addition/alteration and
erection wooden/glass/siporex/ gypsum partition in Retail Unit No. 2 on
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the ground floor and Shop No. 1 to 04 on 1 Basement in Wing A of the
existing Commercial cum residential building at the above-mentioned
address.
In this case, please refer to the Provisional fire safety approval issued
by this department u/r. no. P-28028/2025/ (673 And Other)/M/W
Ward/BORLA-M/W-CFO/1/New. Dated, 26/12/2025 for the proposed
amalgamations, addition/alteration and erection of
wooden/glass/siporex/gypsum partition in proposed Shop (earlier retail
unit no. 2) on the ground floor and Shop No. 1 to Shop no. 4 at 1
Basement in Wing A of the existing Commercial cum residential building
known as Godrej RKS.
Now, the Licensed Surveyor has informed that the proposed
addition/alteration and erection wooden of amalgamations,
/glass/siporex/gypsum partition in proposed Shop (earlier retail unit no.
2) on Ground floor and Shop No. 1 to Shop no. 4 at 1 Basement in Wing A
of the existing Commercial cum residential building known as Godrej
RKS., is completed and complied with all the stipulated fire safety
measures as referred above & requested to issue for final fire safety
approval of the fire safety measures for the same.
On receipt of the Licensed Surveyor application, a senior officer of
this department visited the said premises to verify & ensure the completion
of fire safety measures stipulated by this department vide above-referred
Fire Safety Requirements Letter, where it was observed that the party has
complied with the fire protection & firefighting requirements stipulated by
this department vide above-referred Fire Safety Requirements Letter.
During the site inspection, the firefighting requirements such as an
automatic sprinkler system, an automatic smoke detection system, a pre-
action system, a manual call point, etc., were tested & found in good
working order & the party has also provided fire extinguishers & signage
as mentioned in the above – referred NOC.
The Architect uploaded the following documents:-
I. Area Certificate, the Architect, Mr. Harsh Deepak Gangar of M/s. Harsh
Gangar & Associates has uploaded the gross built-up area certificate of
800.00 sq. mtrs. Dated 06.01.2026.
ii. Structure Stability certificate, dated 06.01.2026, from Mrs. Sanjay
Banarasilal Gambhir, Consulting Structural Engineer of M/s. Sanjay
Gambhir Structural Consultant bearing Reg. No. STR/G/95.
iii. FORM-A dated 02.01.2026 from Gov. Licensed Agency M/s. Aim Fire
Engineering bearing license No. MFS/LA/F-358/D-339 for the installation
of the fixed firefighting system & Smoke detection system.
iv. FORM-B dated 03.01.2026 from Gov. Licensed Agency M/s. Aim Fire
Engineering Bearing License No. MFS/LA/F-358/D-339 for the
maintenance in good working condition of the existing fixed firefighting
installation of the building.
v. FORM-A certificate regarding FRD from the Gov. Licensed Agency M/s.
MP SWASTIK DOORS LLP bearing license No. MFS/LA/RP-108 dated
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05.01.2026
viii. Electrical test certificate, dated 31.12.2025, from M/s. Jay Ambe
Electricals, Mumbai, bearing License No. 22913 as registered with the
Electrical Inspector of Industries, Energy & Labour Department of the
Government of Maharashtra.
In view of the above, as far as this department is concerned, this
Final Fire Safety Approval is issued from a fire safety installation point of
view for the amalgamations, addition/alteration and erection of
wooden /glass/siporex/gypsum partition in proposed Shop (earlier retail
unit no. 2) on Ground floor and Shop No. 1 to Shop no. 4 at 1st Basement
in Wing A of the existing Commercial cum residential building known as
Godrej RKS.
The party had paid a scrutiny fee of Rs. 25,440/- vide Online
Receipt No.6/10/2025/55093, dated 06.10.2025, on the total gross built-
up area of 800.00 sq. mtrs. of the premises as certified by the Architect
vide area certificate 03.10.2025.
The party has already paid the Fire Service Fee of Rs. 6,41,715/-
vide C.F.C./SAP Receipt Nos. 1004002446 & Challan No. 750129, dated
10.06.2021, on the total gross built-up area of 42780.43 sq. mtrs. of the
complete building at the time of the final fire safety approval for OC.
Now party had paid scrutiny fee of Rs. 25,440/- vide Online Receipt
No. 9/12/2025/59221, dated 09/12/2025 on total gross built up area of
800.00 sq. mtrs. of the premises as certified by the Architect.
However, E.E.(B.P.) E.S. is requested to verify the total gross built-
up area & share of total common services area of the said premises and
inform this department if the same is found to be more for the purpose of
levying additional Fire & Emergency Service Fee & Scrutiny fees, if
required.
Now, the Architect has uploaded the undertaking on 500/- bond
paper & stated that as per Government Notification No.
FFS-2022/C.R.36/UD-14 dated 30.05.2023, TP-1821/C.R.103/2021/UD-
13, dated 02.08.2021, FPS-2012 /C.R.42/UD-20 dated 03.03.2024,
Maharashtra Fire Prevention & Life Safety Measures (Amendment) Act,
2023 coming into effect from 31.05.2023, from the State Govt. of
Maharashtra regarding revisions in Fire and Emergency Fee, and & as per
letter u/no. MPS/51/2024 from Directorate of Maharashtra Fire Services
“Hereby state that if necessary modification as proposed in the Rule 19 of
Maharashtra Fire Prevention & Life Safety Measure Rules, 2009 is not
carried out in the revised Fire Rules by Directorate, Maharashtra Fire
Services then additional fee if any levied if necessary by Mumbai Fire
Brigade will be paid as demanded by Mumbai Fire Brigade vide new
circular / notification in future.
It shall be the responsibility of the Builder/ Developer/
Owner/Occupier, as the case may be, to observe all the fire safety
measures stipulated by this department & maintain all the fire-fighting
installations in good working order from the next day of the inspection. If
any item or requirement is missing/not working from the next day of the
inspection, this department or the inspecting officer will not be responsible
for the same & accordingly, the completion certificate will not be issued.
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The concerned Builder/Developer/Owner/Occupier, as the case may
be, shall give an annual maintenance contract for fire-fighting equipment
to the registered License Agency & submit the Form B every 06 months (In
January & July), as per the Maharashtra Fire Prevention & Life Safety
Measures Act. 2006. Strict Compliance with the stipulated fire safety
measures is for minimizing the chance of occurrence/spread of Fire
through active & passive measures. The consequential life & property loss
due to fire, due to any non-compliance at any instance, the owner/user
will be solely responsible.
E.E.B.P(E.S.) shall verified civil work, interior work and all other
requirements stipulated in all NOCs issued by this department, pertaining
to the Civil Engineering side including width of the abutting road/access
road, internal access road, all shafts, ducts, voids, floor occupancy /floor
wise user, common corridors, lift lobby and its ventilation, travel distance,
doors, windows, height of the building, structural stability etc. and also
any additions/alterations/amendments other than approved plans as well
as gross built up area shall be verified before grant of any
permission/approval. If any contradiction, the said completion certificate
shall be referred back to this department for offering fresh remarks from a
fire safety point of view.
However, further additions /alterations/amalgamations /
amendments if any, during the construction work, the licensed
surveyor/Architect shall get it approved from the concerned competent
authority and Municipal Authority before occupying the premises also
necessary permission / licences shall be obtained from concerned
competent Municipal Authority before starting any trade activity
u/s.394/390 of MMC Act in the any part of the building.
This Final Fire Safety Approval for amalgamations, addition
/alteration and erection of wooden/glass/siporex/gypsum partition in
proposed Shop (earlier retail unit no. 2) on Ground floor and Shop No. 1
to Shop no. 4 at 1″ Basement in Wing A of the existing Commercial cum
residential building known as Godrej RKS is issued as per inspection
carried out by the inspecting officer from a fire safety point of view only,
without prejudice to legal matters pending in the court of law, if any.
Digitally signed by DATTATRAY MARUTI PATIL
Date: 2025.01.17 09:11:54
A.D.F.O.
(Inspecting Officer)
MAHENDRA YESHWANT MITHBAONKAR
D.F.O.
(Primary Approval by)
KRISHNAT RAMCHANDRA YADAV
Digitally signed by
Dy. Chief Fire Officer (Approved by)
Copy to:
1. E.E.B.P (E.S.)
2. Mr. Harsh Deepak Gangar of M/s. Harsh Gangar & Associates
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35. It is seen that for issuance of the above sanction and
approval every statutory document that was required was submitted by
Defendant No.1, copies of which are all appended to the reply which
include Form A under section 3(3) and rule 4(1), Area Certificate, list
of fire protection equipments installed and its quantities, list of fire
alarm system equipments installed and its quantities, Form B under
section 3(3) and rule 4(2), Certification for electrical work
compliance, Manufacture Test Certificate of metal doors for Service
Shaft, Electrical Shaft, UPS Room, Electrical room, etc. All these
documents have been duly considered in detail for issuance of the
Final Fire Safety Approval which is seen from the said approval
appended at page no. 257. Therefore, the excuse pleaded by
Defendant No.1 in the Termination Letter for frustration of ATL on this
ground of rejection of permission by the Municipal Corporation is a
completely false ground which is prima facie evident on the face of
record. The alleged screenshot dated 30.01.2026 merely states the
remark “please attach corrected drawing” and nothing more. It is
intriguing and equally shocking that even though parties having
entered into humongous and substantial correspondence before and
pursuant to ATL and after having fructified all conditions, Defendant
No.1 merely for greed and better and lucrative contract, reneged upon
the ATL in this surreptitious manner.
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36. It is seen that authorized representative of Defendant No.1 –
Godrej – Ms. Shruthi Nayanar has filed the Affidavit-in-Reply and she
has been actively involved in all correspondence upto the end of
January 2026. The most shocking part is that if it was Defendant
No.1’s case that on 30.01.2026 the alleged screenshot amounted to
rejection of permission by Municipal Corporation under Section 342
then not a single letter was addressed by Defendant No.1 to the
Plaintiff informing about the same neither was it discussed or formed
part of the Minutes of Meeting dated 19.01.2026.
37. On the contrary Ms. Shruthi Nayanar had addressed two
specific letters dated 14.01.2026 and 16.01.2026 to the Executive
Engineer and Assistant Engineer (M-ward) of BMC certifying and
confirming completion of works as per the plans under the supervision
of Defendant No.1’s Architect Mr. Harsh D. Gangar in accordance with
the permission sanctioned by the corporation and payment of all
assessment charges as applicable under the said permission. These
letters are appended at Page Nos. 283 and 284 of the Defendant
No.1’s Affidavit-in-Reply. These letters read as under:-
*******
“Date: 14.01.2026To,
The Executive Engineer,
M.C.G.M, L.B.S Marg,
Vikhroli (West),
Mumbai-400 083
Sub: Completion certificate for Amalgamations, Addition / alteration and
erection of wooden/ glass/ siporex/ gypsum partition in proposed shop43
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(Earlier retail unit no.2) on Ground floor and Shop no. 1 t 4 at 1 s
Basement in Wing A of the existing Commercial cum residential building
known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3
and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at
Chembur, Mumbai-400071.
Ref: File no.: -P-28028/2025(673 And Other)/M/W
Ward/BORLA-M/W/342/1/New
With reference to above refer subject, we hereby confirm that work
as shown in the plans on Amalgamations, Addition / alteration and
erection of wooden/ glass/ siporex/ gypsum partition in proposed ship
(Earlier retail unit no.2) on Ground floor and Shop no. 1 to 4 at 1 st
Basement in Wing A of the existing Commercial cum residential building
known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3
and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at
Chembur, Mumbai-400071, is completed on dt.25.12.2025 under the
supervision of Architect Shri. Harsh D. Gangar of M/s. Harsh Gangar &
Associates with accordance of the permission sanctioned no P-
28028/2025(673 And Other)/M/W Ward/BORLA-M/W/342/1/New
Thanking You,
Yours Faithfully,
For, M/s. Godrej Projects Development Ltd.
Shruthi
Nayanar
(Authorized signatory)”
*******
“Date: 16th Jan 2026To,
Assistant Engineer (M Ward),
2nd Floor, Building proposal,
L.B.S Marg, Paper Mill Compound,
Vikhroli (W), Mumbai.
Sub: Completion certificate for Amalgamations, Addition / alteration and
erection of wooden/ glass/ siporex/ gypsum partition in proposed shop
(Earlier retail unit no.2) on Ground floor and Shop no. 1 t 4 at 1 s
Basement in Wing A of the existing Commercial cum residential building
known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3
and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at
Chembur, Mumbai-400071.
Ref: File no.: -P-28028/2025(673 And Other) /M/W
Ward/BORLA-M/W/342/1/NewDear Sir,
With reference to above subject matter, we have paid the necessary
charges to assessment Dept. till March 2026 and we are enclosing the
receipt for your reference.
This is for your information & record please.
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Thanking You,
Yours Faithfully,
Shruthi NayanarFor, Godrej Projects Development Ltd.”
*******
38. Once, the aforesaid documents and documentary evidence
are prima facie seen, it is clearly discernible that the case with which
Defendant No.1 has approached this Court is dishonest and contrary to
record. From the conduct of Defendant No.1 it is clearly discernible
that Defendant No.1 has acted malafide and dishonestly to issue the
termination letter dated 20.02.2026 solely driven by its greed for
money since by that time it already had a suitor in the form of
Defendant No.2 who was ready and willing to take over the entire
commercial property in the said project which included the suit
property for a tenure of 21 years and at the rate of 42.5 lakhs per
month with 15% escalation every 3 years alongwith 39 car parking
slots. Defendant No.1 and Plaintiff had agreed under the ATL to lease
761 sq.m. on the lower ground floor (633 sq.m.) and ground floor
(128 sq.m.) along with 24 car parking slots for a period of 10 years on
monthly lease rental for Rs. 21 lakhs as against the terms with
Defendant No.2.
39. As against the above Defendant No.2 agreed to take over the
entire commercial area admeasuring 1471.86 sq.m. which included the
entire lower ground floor area (634.34 sq.m.), entire ground floor area
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(388.43 sq.m.), entire first floor area (449.04 sq.m.) along with 39 car
parking slots. From the above figures and from a commercial
profitability point of view it is clearly derived that Defendant No.1 has
acted in the most malafide manner in terminating the ATL on a
completely innocuous ground of rejection of fire NOC which is in fact
not the case when the aforesaid documentation is considered prima
facie. The minutes of meeting dated 19.02.2026 discussed and alluded
to hereinabove clearly exposes the hypocrisy and pretense of
Defendant No.1’s behavior and conduct in the present case. Thus since
the edifice of Defendant No.1’s case is based upon fraud and
fraudulent conduct which is prima facie evidence in terminating the
ATL, any further statutory Act in furtherance thereof cannot be
countenanced.
40. It can be prima facie seen that Defendant No.1 not only
defrauded Plaintiff after leading it on the golden path and executing
the Term Sheet and ATL and fructifying the conditions, but once it got
a better deal for the entire commercial premises for a much longer
tenure, it has virtually thrown caution to the winds by terminating the
ATL wrongfully and issuing the Letter of Intent to Defendant No.2
within 7 days and executing the Lease Deed within 15 days thereafter.
Now whether, Defendant No.2 was kept in the dark about the ATL is
something which I am not inclined to believe. The swiftness with
which it has acted without any trace of the ATL or Plaintiff right in the
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premises raises suspicion and doubt on the face of record especially
when the minutes of meeting dated 19.01.2026 are read and seen.
41. In so far as the second ground regarding the Co-operative
Housing Society not giving its permission to install signages is
concerned, there are two documents which are appended at Page Nos.
899 and 912. One document is email dated 23.01.2026 is addressed
by Shailesh Jaiswal on behalf of Plaintiff to Ms. Shriya Khanna on
behalf of Defendant No.1 is appended at Page No.912 of Plaint and it
reads thus:-
******
“Dear Shriya,
As shared and represented by you at the signing of the Agreement to
Lease regarding the formation of a society under the name of R.K.S.
Co-operative Housing Society Limited (“Society”), we are re-seeking
confirmation of the same understanding before signing of the Lease
Deed.
Kindly acknowledge and confirm the following points as the
understanding between GPDL and DSI at the time of signing of the
Lease deed. (Kindly reply to each point, as required, for clarity)
1. As on date, the conveyance to the Society is still under process (ref.
Email dated 27 June 2025 in the same trail)and is yet to be
completed, and there is no transfer of rights to the Society relating to
DSI.
2. Once the conveyance to the Society is completed, will there be a
need for an NOC from the Society with respect to our leased premises?
If yes, what would be the timelines for obtaining and sharing the
same?
3. Upon completion of the conveyance to the Society, the conveyance
deed is to be shared with the Lessee for its records.
4. The Society shall not cause any disruption to the DSI technical
team’s and our vendor’s operations at the time of fit-out, and the DSI
team will only follow the fit-out rule book as shared by the GPDL team.
5. The GPDL team will be direct and sole point of contact for
resolution in case of any disruption to the fit-out works and operations
of the construction team at the time of fit-out by anyone acting on
behalf of the Society.
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6. GPDL and DSI, under the provisions of the Lease deed, being the
Lessor and the Lessee respectively, shall be responsible for their
reciprocal obligations.
7. DPDL shall be the single point of contact for DSI during the Lease
Term.”
42. Reference is also drawn to email dated 07.11.2025
addressed by Ms. Shriya Khanna on behalf of Defendant No.1 to Mr.
Kedar of Decathlon. The said email is appended at Page No. 303 of its
Affidavit-in-Reply dated 11.03.2026 which reads thus:
Email dated 07.11.2025
“Dear Kedar,
Good Afternoon! Please find attached the approved documents
received for the retail area at Godrej RKS, namely:
1. Approval Letter and Plan issued under Section 342 of the MMC
Act for the proposed amalgamations, additions, and alterations in
the retail area; and
2. Provisional Fire Safety Approval (NOC) along with the approved
layout plan from the Mumbai Fire Brigade.
These approvals comprehensively cover the retail unit at the ground
floor and basement 1 of Wing A as per the submissions made by our
architect, M/s Harsh Gangar & Associates.
With these key statutory approvals now in place, we request you to
kindly share the draft Lease Deed at the earliest. This will allow us to
review it internally and provide our comments, if any, before
proceeding to execution. We would want to execute the Lease Deed
before the 20th of this month.
Please not that most of the other requirements under the Conditions
Precedent (as per Annexure of the agreement) will be completed in
parallel, in coordination with Decathlon.
Look forward to receiving the draft document soon.
Regards,
Shriya Khanna
Cluster Head*****”
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43. From the above it is prima facie seen that insofar as
permission under Section 342 of MMC Act is concerned to the extent
of the suit property it was Defendant No.1’s own case that far back as
in November 2025 the said permission was in place. Hence its stand
on this ground is prima facie fraudulent and dishonest.
44. Insofar as the second objection relating to Co – operative
Housing Society not giving permission for putting up of signages as
contemplated by Annexure ‘D’ of the ATL is concerned there is one
document which is placed on record dated 23.01.2026 addressed by
Plaintiff to Defendant No.1. This letter reiterates the fact that there is a
society in existence and conveyance to the said Society is yet to be
completed. The Plaintiff has raised a question as to whether there will
be a need for an NOC from the Society with respect to the leased
premises reiterating the fact that Defendant No.1 will be the single
point of contact for the Plaintiff during the term of the lease.
45. Though in the letter of termination Defendant No.1 has
stated that provision of signage spaces (x) is impeded due to practical
and regulatory constraints beyond its control, it nowhere states that
the Society has refused permission for the putting up of signages on
the main gate as argued by Mr. Dwarkadas. In any event, at the outset
itself, Mr. Davar clarifies this position regarding the issue of boundary
signage since Plaintiff was taking over only 50% of the commercial
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premises and therefore undoubtedly availing only 4 shops on the
ground floor, the boundary signage issue could be easily worked out
between parties. He would rather submit that the alleged boundary
signage issue is once again nothing but a ruse by Defendant No. 1
trying to walk out of the ATL which I am inclined to accept. In the
above facts and circumstances I agree with Mr. Davar. The Society’s
letter is not produced by Defendant No.1 refusing permission.
Defendant No.1 is the Developer who has helped in forming the
Society. Society cannot refuse permission for display on or above the
shops and premises leased by Plaintiff. Regarding boundary signage, if
Society refuses, certainly Plaintiff would have to agree. This cannot be
termed non – fulfillment of CP – 1 condition for terminating the ATL.
46. In the present case the Plaintiff has clearly demonstrated
from the conduct and flow of events that termination of ATL by letter
dated 20.02.2026 is nothing but a completely malafide act on the part
of Defendant No.1 solely for the purpose of securing a better rather
lucrative and profitable commercial deal in respect of the entire
commercial area developed by the Defendant No.1 in the said project.
In my opinion above prima facie grounds clearly stand out and are
evident from the facts and circumstances in the present case to
pointedly show the malafide conduct of Defendant No.1 in terminating
the ATL solely for the purpose of securing a more commercially viable
and profitable deal without adhering to the sanctity of contract namely
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term sheet and ATL in the present facts.
47. The submissions made by Defendant No.1 that the ATL is a
non-binding contract and in view of non-compliance of two conditions
of CP-1, it stands frustrated is nothing but a ruse by Defendant No.1 to
walk out of the contract unilaterally on the above pretext for a
lucrative and better commercial deal offered by Defendant No.2 to
Defendant No.1.
48. First and foremost the reasons given in the termination letter
in paragraph no. 3 are as innocuous as possible on the face of record.
In view of the aforementioned observations made by me qua both the
reasons they do not justify premature termination of the ATL in the
manner in which it is done by Defendant No.1. Admittedly from
almost January 2025 upto 19.02.2026 substantial negotiations took
place between Plaintiff and Defendant No.1 which is evident from the
execution of Term Sheet dated 18.03.2025 and the ATL dated
17.09.2025 in addition to humongous correspondence between the
parties.
49. Insofar as the issue of fire NOC is concerned Architect Harsh
D. Gangar representing Defendant No.1 was at the forefront and
instrumental in carrying out all changes as per the sanctioned plan in
terms of Plaintiff’s requirements leading to issuance of the NOC allured
to hereinabove. Insofar as the putting up of signages is concerned non-
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fulfillment of that condition is nothing but a ploy employed by
Defendant No.1 to frustrate the ATL when the actual issue pertained to
the boundary signage only and Society not having issued any refusal
whatsoever. Defendant No.1 is the developer of the project and in the
course of submissions Mr. Davar has clarified about the issue of
signages and more specifically the signage that was to be put up on the
main gate (boundary signage) and the fact that it should not be an
impediment for the Plaintiff to accept, since it was only taking 50% of
the commercial property on lease.
50. In this background what is critical is that Defendant No.1
has got a much lucrative deal with Defendant No.2 for the entire
commercial area and in order to fructify the same Defendant No.1 has
terminated the ATL after making its intention clear in the meeting held
on 19.02.2026 with Plaintiff. It is crystal clear that ATL was in respect
of 50% of the commercial premises comprising of entire lower ground
area and 1/3rd portion of the ground area along with 24 reserved car
parking spaces for a period of 10 years. Whereas on the other hand
Defendant No.2 has offered to take the entire lower ground, the entire
ground floor area and the entire first floor area as a one stock deal for
21 years but alongwith 39 reserved car parking slots.
51. The aforesaid transaction with Defendant No.2 is, on the
face of record, commercially viable and profitable to Defendant No.1
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since, it saves the trouble for Defendant No.1 to look for another
potential incumbent lessee/licensee to occupy 50% of the commercial
area in future an issue with which it stood troubled, which can be
gathered from the minutes of the meeting held on 19.02.2026.
52. The Defendant No.1 wants the Court to believe that the ATL
was indeed frustrated on the alleged aforementioned twin grounds but
that is prima facie unbelievable because of the nexus with Defendant
No.2. It is seen that Defendant No.1 issued a Letter of Intent dated
27.02.2026 on the terms agreed between them within seven days of
the issuance of termination letter to Plaintiff. Thereafter immediately
on 04.03.2026 i.e. within next eight days Defendant Nos. 1 and 2
executed the Lease Deed as per the Letter of Intent. Though it is
vehemently argued by Defendant No.2 that it is a bonafide purchaser
for value without notice of the previous relationship between Plaintiff
and Defendant No.1, for all the above reasons I am not willing to
accept or believe the same.
53. Though Defendant No.2 pleads that there is no specific
averment in the Suit plaint that Defendant No.2 had no prior
knowledge of Plaintiff’s ATL, the said submission cannot be accepted
by the Court in view of the fraudulent conduct of Defendant No.1 and
as a consequence thereof Defendant No.2 directly benefiting from the
same. Fraud vitiates all future transactions. This is primarily because
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the Letter of Intent dated 27.02.2026 cannot be believed to have been
issued to Defendant No.2 without its knowledge about the ATL
between Plaintiff and Defendant No.1. Defendant No.2 is pretending
to be innocent, but that is not the case to be believed in the above
facts.
54. I say this because the substantial changes carried out in the
suit property as per the sanctioned plan approved by the Corporation
for the changes suggested by Plaintiff for which Defendant No.1 has
incurred expenditure of Rs. 3 crores prima facie subsisting and in
existence on the suit premises could not have escaped the notice of
Defendant No.2. The Defendant No.2 is pleading ignorance of nexus
between Plaintiff and Defendant No.2 but in conduct it is also equal to
that of the Defendant No.1 who has terminated the ATL and
immediately within seven days issued a Letter of Intent to Defendant
No.2 for the entire commercial property.
55. That apart conduct of Defendant No.2 in completing due
diligence speaks volumes about its conduct. The timeline and manner
in which Defendant Nos. 1 and 2 have acted in cohort and executed
the Letter of Intent and registered the Lease Deed clearly establishes
their dubious conduct which no prudent, reasonable person would act
in such a manner ever, and in the circumstances especially when
consequences of the earlier ATL could be well within its knowledge.
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Thus, there are two prima facie findings which are rendered herein by
me. Firstly, termination of ATL on both grounds was not in accordance
with the clauses of the ATL especially and or the CP – 1 conditions,
when the detailed correspondence between parties is observed by the
Court which includes the Fire NOC and sanctioned plan approved by
Corporation and which does not include the rejection letter by Society.
56. Secondly, conduct of Defendant Nos. 1 and 2 on the face of
record is nothing less than dubious whereby solely driven by greed for
money and better terms and conditions which give a much higher
return over a much larger period of time, Defendant No.1 has thrown
caution to the winds and terminated the ATL on innocuous, untenable
and illegal grounds only to enter into a much commercially profitable,
lucrative contract with Defendant No.2, thereby repudiating the ATL.
Contracts form the backbone of most business relationships. They
establish rights and obligations of the parties involved. The grounds of
frustration of ATL as pleaded by Defendant No.1 are therefore an
illegal grounds pleaded for termination which are prima facie seen
from the above findings.
57. It is argued fairly by Mr. Dwarkadas that Defendant No.1
accepted the fact that it had suggested to the Plaintiff as a viable
alternative to take the entire commercial premises on lease. This is
confirmed by the minutes of meeting dated 19.01.2026. According to
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the Defendant No.1 between 28.01.2026 and 19.02.2026 several
meetings were held between the parties virtually. Hence grounds in
the Termination Letter are nothing but a smokescreen created by
Defendant No.1 as a ground to walk out of the ATL and enter into a
much lucrative contract with Defendant No.2 which is to its advantage.
58. In the present case, on the basis of the aforesaid
observations and findings, I am of the clear opinion that all the
parameters of injunction namely making out of a prima facie case,
balance of convenience, irreparable loss and conduct of the parties
clearly make out a case in favour of Plaintiff and do not entitle
Defendant No.1 to terminate the ATL. The said termination is done by
Defendant No.1 solely because Plaintiff refused to take the other
balance half portion of the commercial property developed by
Defendant No.1 alongwith the suit property as per the ATL and
simultaneously Defendant No.1 had taken an internal decision to lease
out the entire commercial property to one single party only.
59. Hence, in such a situation when Defendant No.1 was already
courting Defendant No.2’s proposal to take the entire commercial
property on lease, it had no option than to wriggle out of the situation
and terminate the ATL which it attempted to do so for the reasons
stated in paragraph No.3 in the termination letter dated 20.02.2026.
However, as alluded to herein above, the principal reason for
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termination is on the face of record illegal and unsustainable regarding
receipt of NOC from the Fire Department. In so far as the second
reason is concerned regarding boundary wall signage, the same is a
complete non-starter whatsoever and during the course of submissions,
Plaintiff has infact agreed to the issue of boundary wall signage and
most importantly the said reason is without the rejection letter of the
Society which Defendant No.1 has pleaded.
60. Thus, in such facts and circumstances, Defendant Nos.1 and
2 cannot plead that the contract with Plaintiff is determinable and
compensable in terms of money. This is a situation where Defendant
No.1 on being offered a better and profitable deal with respect to the
entire commercial premises by Defendant No.2 has resiled from the
ATL on innocuous and untenable grounds only to make its intentions
very clear of entering into the Lease Deed with Defendant No.2.
61. The conduct of defendant no.1 is such that it has on its own
sweet will repudiated the contract i.e. ATL. The minutes of meeting
dated 19.02.2026 prima facie also prove the fact that by that time
Defendant No.1 was in all probability courted by Defendant No.2 and
therefore the internal management of Defendant No.1 took a decision
to lease the entire commercial property to one single party only.
Though it is not explicitly clear but from the conduct of Defendant
Nos.1 and 2 it clearly appears that both of them kept their negotiations
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and deal under wraps until Defendant No.1 terminated the ATL and
within no time thereafter Defendant Nos.1 and 2 entered into the
Lease Deed.
62. In the present case, termination of ATL by Defendant No.1
can be safely said to be a termination for convenience at its own sweet
will, but if termination of convenience has to happen in view of
Defendant No.1 getting a better deal, then it was incumbent upon
Defendant No.1 to follow the due process of law and not illegally
terminate the ATL in the manner in which it has done. Plaintiff has
invested its efforts for the past more than 14 months since January
2025 when Plaintiff and Defendant No.1 negotiated their deal. It
initially entered into a term sheet in March 2025 followed by the ATL
in September 2025, pursuant to which, substantial works were fully
undertaken and fructified in the suit property for the purpose of
Plaintiff opening its commercial store therein.
63. Just as the aforesaid circumstances have offered a better
deal to Defendant No.1 with Defendant No.2, in a similar manner
when Plaintiff decided to take the suit property in 2025 it had also
planned accordingly by shutting its two flagship stores in Bandra and
Worli area and launching itself from the suit property in Chembur area
with a projected turnover of 24 crore in its first year from the date of
launch in June 2026. Defendant No.1 is on the other hand a renowned
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Company having its presence in all Sectors for past more than 125
years. It has ventured into real estate in a big way and, it is also a
prominent brand in India which is recognized for building a
reputation, quality and trust. It is this trust which in my opinion which
has been eroded by Defendant No.1 in the present case by issuing the
Termination Letter in the manner in which it is done and within no
time entering into a Lease Deed with Defendant No.2 – Titan
Company.
64. Defendant No. 1 has in the Short Cause Suit filed before the
Bombay Civil Civil Court at Bombay on 23.02.2026 in paragraph No.1
stated that it is a part of Godrej Industries Group which comprises of
varied business portfolios. Copy of the Plaint is appended at page Nos.
708 onwards. It would be appropriate to reproduce the said
paragraph verbatim herein:-
“1. Plaintiff is a company incorporated under the Companies
Act, 1956 and continuing under the Companies Act, 2013
having its address at the place more particularly described in
the cause title of the Plaint. The Plaintiff is a public limited
company and is one of India’s most respected and diversified
business conglomerates that has successfully created an
enviable legacy of trust, leadership and admiration since its
inception. The Plaintiff is a part of Godrej Industries Group
which comprises of varied business portfolios that include real
estate development, fast-moving consumer goods, advanced
engineering, home appliances, furniture, security, and agri-care.
The Appellant is amongst India’s most diversified and trusted
conglomerates. The Plaintiff combines a 127-year legacy of
excellence and trust with commitment to cutting-edge design
and technology. The Plaintiff has received over 250 awards and
recognitions, including the Porter Prize 2019, The Most Trusted
Real Estate Brand in the 2019 Brand Trust Report, Builder of
the Year at the CNBC-Awaaz Real Estate Awards 2019, The
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Estate Company of the Year at the 8th Annual Construction
Week India Awards 2018 for its quality and ethical business
practices. The Plaintiff has consistently demonstrated and
upheld the highest standards of integrity, business ethics, and
corporate governance.”
64.1. From the above, though it is a claim of Defendant No. 1 that
it has consistently demonstrated and upheld higher standards of
integrity, business ethics and corporate governance, in the facts of the
present case after what transpired between Plaintiff and Defendant
No. 1 on 19.02.2026 in the joint meeting held and the termination of
ALT effected by Defendant No.1 on the following day and for all the
aforementioned observations and findings, I am of the clear opinion
that Defendant No. 1 has repudiated the ALT unilaterally for
completely innocuous reasons which are not supported by the material
placed on record. In fact Defendant No.1 has terminated the ALT
solely on the ground that Plaintiff refused its offer to take the entire
commercial area on lease and by which time Defendant No. 2 was
ready and willing to take the entire commercial area from Defendant
No. 1.
64.2. This being the real reason is in fact suppressed by Defendant
No. 1 in the termination letter and the termination is effected on
completely innocuous, untenable and illegal grounds altogether. If
such practices adopted by Defendant No. 1 are allowed to be
perpetrated it would send a wrong signal to the Society at large
considering that Defendant No.1 touts itself to be the most trusted real
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estate brand having received 250 awards and recognitions over the
years. On the contrary, it is expected of Defendant No. 1 to maintain
the highest standards and integrity, business ethics and corporate
governance in such a case.
65. I need not give any further reasons since on all parameters
for grant of injunction, Defendant No.1 has failed in its endeavour to
prima facie prove that its termination of the ATL is valid and legal in
the present facts and circumstances of the present case before me.
66. In that view of the matter, Defendant No.1 is restrained from
taking any further steps with respect to handing over of the suit
property on “as is” basis to Defendant No.2 and there shall be an
injunction with respect to the suit property until the present Suit is
decided. In so far as the remaining 50% of entire commercial area of
the larger commercial property in the said project is concerned,
Defendant No.1 shall be free to hand it over to Defendant No.2 on
terms and conditions as available to the said parties. I reject the
submissions made by Defendant No.2 that the registered Lease
Agreement will have precedence over the ATL in the facts and
circumstances of the present case in view of my aforesaid observations
and findings, since the edifice on which the said Lease Deed has been
executed and registered within no time of termination of the ATL
raises grave suspicion and doubt of malafides on the part of Defendant
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No.1’s conduct.
67. Both the Defendants are restrained from making any
alterations in the suit property and are directed to maintain status quo
thereof. In my opinion, in the aforesaid facts and circumstances, this
is a fit case for appointment of Court Receiver in view of the dubious
conduct of Defendant No.1 which has been opined and highlighted
hereinabove so that the suit property should not be wasted in any
manner. Hence, I am inclined to appoint the Court Receiver. Court
Receiver, Bombay High Court so stands appointed for the suit property
with all powers under Order XL of Civil Procedure Code, 1908. He is
directed to take possession of the suit property forthwith and
accordingly make a Report to the Court about the precise status of the
suit property and give a copy of the said Report to Plaintiff and
Defendant No.1. Until the Report is made by the Court Receiver, status
quo to be maintained in regard to the suit property.
68. Both the parties are at liberty to move the Court after the
Court Receiver’s Report is made for any further orders. Court Receiver
shall take possession of the suit property forthwith from Defendant
No.2 and or any person in possession thereof and shall make a Report
within a period of two weeks from today to enable the Court to take
further steps in determining the conduct of operations in the suit
property for any further dealing after hearing the parties.
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69. In so far as Defendant No.2 is concerned, since it has
pleaded before me that it is a bonafide purchaser for value without
notice of the ATL, in the aforesaid facts and circumstances, it shall be
open to Defendant No.2 to take appropriate steps as available to it in
law against the Defendant No.1.
70. All contentions of the parties are expressly kept open.
71. In so far as Defendant No.2 is concerned, it is restrained
from creating any changes or construction in respect of the suit
property and from acting it in furtherance of its Lease Deed dated
04.03.2026 in so far as the suit property is concerned. In so far as the
other remaining 50% commercial property is concerned, Defendant
No.2 will be free to take steps as available to it in law in that regard in
accordance with law or according to the lease deed.
72. With the above directions, Interim Application (L) No.9084
of 2026 and Interim Application (L) No.7684 of 2026 are allowed and
disposed.
73. All parties are directed to act on a server copy of this order
downloaded from the website of the High Court of Bombay.
74. Liberty to apply.
75. List the Suit as per its turn.
[ MILIND N. JADAV, J. ]
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76. After the above order is pronounced in Court Mr.
Dwarkadas, learned Senior Advocate persuades the Court to stay the
order appointing Court Receiver in order to enable Defendant No.1 to
test the validity and legality of this order before the superior Court.
77. I have considered the request made by Mr. Dwarkadas.
However, in view of my prima facie observations and findings which
are rendered hereinabove, I am not able to persuade myself to accede
to the request made by Mr. Dwarkadas. The request for stay of Court
Receiver’s appointment is declined.
H. H. SAWANT [ MILIND N. JADAV, J. ]
Digitally
signed by AJAY
TRAMBAK
AJAY UGALMUGALE
TRAMBAK
UGALMUGALE Date:
2026.04.28
13:18:04
+0530
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