TaxTMI 
TaxTMI 
2024 (5) TMI 1687
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....f has challenged order dated 06.09.2022 passed by learned Additional District Judge, Gurugram, vide which appeal preferred by the respondents/ defendants No. 1 to 3 against the order dated 19.07.2022 passed by Civil Judge (Junior Division), Gurugram, was allowed and order dated 19.07.2022 in terms of which stay was granted, has been set aside. 2. The relevant facts for adjudication of the present revision petition are that the plaintiff/ petitioner filed a suit for specific performance of contract, declaration and mandatory injunction with consequential relief of permanent injunction alleging that the plaintiff and defendants No. 1 to 3/ respondents entered into agreement to sell dated 13.08.2021 for the property bearing UV-375....
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....eged that there was no such condition in the said agreement to sell that in the event of rejection of one time settlement from the concerned bank, the agreement to sell would be considered as rescinded/ revoked. It was averred that defendants No. 1 to 3 have unlawfully threatened to terminate the agreement to sell dated 13.08.2021 and to create third party rights in favour of the said property. There was no reason whatsoever for defendants No. 1 to 3 to seeks to cancel/ terminate the said agreement and the acts of defendants No. 1 to 3 are clearly illegal, malafide and malicious. It was alleged that defendants No. 1 to 3 intend to enter into agreement with third parties in respect of the said plot and try to defeat the l....
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....ppeal before the Appellate Court, Gurugram, which was allowed vide order dated 06.09.2022. Aggrieved against the said order of the Appellate Court, the present revision petition has been filed. 4. Learned counsel for the revision petitioner has contended that the Appellate Court by misinterpreting various clauses of agreement to sell dated 13.08.2021 has erroneously held that the agreement was contingent in nature and the respondents are unable to perform as the one time settlement offer of the respondents has been rejected by the bank and performance of the contract was solely dependant on this aspect. The rejection of one time settlement offer cannot be construed as an impossible event which would make the contract void and a new offer....
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..../s J.P. Builders and another vs. A. Ramadas Rao and another, 2011(1) SCC 429. 5. On the other hand, it has been contended by learned counsel for the respondents that with the rejection of the One Time Settlement offer by their banker, the respondents had no further choice or option but to terminate the agreement to sell in question, as without the One Time Settlement, the appellants/defendants No. 1 to 3 had no right, title or interest to execute a transfer deed in favour of the respondents or any other party. The termination of the agreement was not predicated or dependent upon the respondents, but on the contrary dependent and predicated on the successful acceptance of the One Time Settlement by the bank. He has contended that the....
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....sp;21 Crores and Rs. 30 Lakhs was the earnest amount. The petitioner, who was second party i.e. M/s Lamba Exports Private Limited, paid Rs. 1,20,00,000/- to the bank with the offer letter for approval of One Time Settlement. It was mentioned in the agreement to sell that M/s Dhir Global has offered a sum of Rs. 12 crores as full and final settlement of the dues towards the bank, therefore, on the basis of the above said offer, the second party i.e. M/s Lamba Exports has paid a sum of Rs. 1,20,00,000/- as mandatory upfront amount. Clause 4 and 5 of the agreement to sell are relevant clauses which are reproduced as under:- "4. That after paying Bank dues of Rs. 12 Crores to the bank as per the OTS, the balanc....
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....t once the One Time Settlement is arrived between Punjab National Bank, the vendor and the vendee and the One Time Settlement is signed by the bank, the vendor and vendee, only then the balance sale consideration amount shall be paid by the vendee to the bank on behalf of the vendor. The Appellate Court has rightly held that when the performance of the core terms of the agreement are dependent upon the approval of a third party, the agreement to sell is nothing but a contingent agreement, the performance of which is uncertain because of un-controlable circumstances and without the bank's approval to the One Time Settlement, the contract cannot be concluded. If the petitioner/plaintiff has made payment of earnest money and tendered Rs.&n....