Integrated real estate project land cannot be isolated through delayed termination after statutory approvals and homebuyer rights crystallise.

Land incorporated into an integrated real estate project, supported by statutory approvals, contiguous layout and long-term conduct, forms part of the corporate insolvency resolution process and cannot be isolated after homebuyer rights have crystallised. A delayed unilateral termination of the development agreement was ineffective where the landowners had acquiesced in project development, the agreement restricted termination, and termination would defeat allottees' rights. Landowners treated as promoters under the real estate regulatory framework could not seek relief inconsistent with their obligations to homebuyers. The approved resolution plan could therefore proceed, with unpreserved claims extinguished under the clean slate principle and stakeholder rights protected.

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Issues: (i) Whether the subject land formed part of the composite real estate project and could be dealt with in the corporate insolvency resolution process; (ii) whether the landowners' unilateral termination of the development agreement was legally effective against the corporate debtor and the rights of homebuyers; (iii) whether the approved resolution plan could proceed consistently with the statutory protection of homebuyers and the insolvency framework.

Issue (i): Whether the subject land formed part of the composite real estate project and could be dealt with in the corporate insolvency resolution process.

Analysis: The development agreement, the sanctioned layout approved by the competent planning and regulatory authorities, the contiguous nature of the land parcels, and the parties' conduct over more than a decade established that the subject land was incorporated into the integrated project. The agreement placed responsibility for obtaining approvals on the corporate debtor and required the landowners to cooperate. The absence of the landowners' signatures on particular approval documents did not invalidate the approvals, particularly when no timely objection had been raised. The project's development rights and integrated structure could not be dismembered after statutory approvals and third-party rights had crystallised.

Conclusion: The subject land formed part of the larger composite project and could not be isolated from the insolvency resolution process.

Issue (ii): Whether the landowners' unilateral termination of the development agreement was legally effective against the corporate debtor and the rights of homebuyers.

Analysis: The agreement contained both a completion period with a termination stipulation and an express non-termination clause. The landowners did not invoke termination upon expiry of the stipulated period, while approvals, construction activity, and homebuyers' rights developed over time. The delayed termination, issued shortly before commencement of CIRP, was inconsistent with the landowners' prior conduct and attracted waiver by acquiescence and the doctrine of approbation and reprobation. The crystallised rights of homebuyers could not be defeated by a unilateral communication. Following approval of the resolution plan, disputes and liabilities not preserved under the plan stood extinguished in accordance with the clean slate principle.

Conclusion: The alleged unilateral termination was not valid in law and could not defeat the CIRP or the rights of homebuyers.

Issue (iii): Whether the approved resolution plan could proceed consistently with the statutory protection of homebuyers and the insolvency framework.

Analysis: Landowners contributing land to the development arrangement were treated as promoters under the real estate regulatory framework and could not seek relief inconsistent with obligations owed to allottees. The integrated layout, common infrastructure, statutory approvals, and investments made by homebuyers made segregation of the subject land impracticable and prejudicial. The rights of homebuyers as a protected class were required to be preserved, and the resolution process could not be derailed by an inter se dispute between landowners and the corporate debtor.

Conclusion: The approved resolution plan could proceed on the basis that the subject land remained part of the integrated project, subject to protection of the rights of homebuyers and other stakeholders.

Final Conclusion: The landowners failed to establish any legal basis for excluding the subject land or invalidating the resolution process, and their challenge to the approved resolution plan was rejected.

Ratio Decidendi: Where land is contributed to and incorporated in an integrated real estate project, statutory approvals have been obtained on that basis, and third-party homebuyer rights have crystallised, the landowner cannot subsequently isolate the land or unilaterally terminate the development arrangement to defeat the corporate insolvency resolution process.

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