Family arrangement held binding and specifically enforceable where documents and conduct showed final consensus, with non-signatories also bound.

A family arrangement was treated as binding and specifically enforceable where the documents and later conduct showed a final consensus on the essential division, with subsequent drafts and discussions viewed only as implementation details. The objection that the arrangement was uncertain, incomplete, or dependent on a surgical separation was rejected, and the court also held that tax efficiency did not make the arrangement void as tax evasion or opposed to public policy. Non-signatory family members and controlled investment companies were held bound on the facts, because the arrangement operated as a composite transaction involving the family groups and their conduct showed participation in its implementation. Interim injunctions were granted to preserve the subject matter.

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Issues: (i) Whether the documents and subsequent conduct disclosed a binding and concluded family arrangement capable of specific performance; (ii) whether the non-signatory family members and investment companies were bound by the arrangement and liable to be restrained.

Issue (i): Whether the documents and subsequent conduct disclosed a binding and concluded family arrangement capable of specific performance.

Analysis: The arrangement was found to have crystallised through the MoU, the exchange of proposals, the election letters, the sealed bids, and the later acts implementing the agreed division. The later drafts and discussions were treated as matters of implementation and modality, not as proof that the parties were still at the stage of negotiations. The objection that the arrangement was uncertain, incomplete, or dependent on a "surgical separation" was rejected. The plea that the arrangement was void as tax evasive or opposed to public policy was also rejected, since tax efficiency is not the same as tax evasion and the agreement itself contemplated equal sharing of tax liabilities.

Conclusion: The family arrangement was held to be binding, concluded, and specifically enforceable, in favour of the plaintiffs.

Issue (ii): Whether the non-signatory family members and investment companies were bound by the arrangement and liable to be restrained.

Analysis: The surrounding circumstances showed that the arrangement was conceived and acted upon as one involving the family groups and the companies under their control, with Dattaraj acting for himself and his group throughout. The conduct of Dipti, the children, and the investment companies, including participation in the financial and corporate steps taken to implement the arrangement, supported the inference that they were not strangers to it. The doctrine of privity was held to be inapplicable on these facts, and the arrangement was treated as binding on the non-signatory entities in the composite transaction.

Conclusion: The non-signatory defendants were held bound by the family arrangement and the injunctions were granted against them, in favour of the plaintiffs.

Final Conclusion: The motion succeeded, the plaintiffs established a prima facie enforceable family settlement, and interim injunctive relief was granted to preserve the subject matter of the dispute.

Ratio Decidendi: A family arrangement may be specifically enforced where the parties' documents and conduct show a final consensus on the essential division, and later negotiations on implementation do not negate finality; non-signatory family members and controlled entities may also be bound where the arrangement was entered into and acted upon as a composite transaction through authorised representation and subsequent conduct.

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