1. By the present Petition, the Petitioner has approached this Court under Section 9 of the Arbitration and Conciliation Act, 1996 ("the Act"). The Petitioner seeks interim protection against the Letter dated 29th June 2026 ("impugned communication") issued by the Respondents. By the said communication, the Respondents have stated that the Memorandum of Understanding dated 8th February 2023 ("MOU") had lapsed and/or could no longer be performed because of passage of time. The Respondents have sought to end the arrangement between the parties. The Petitioner seeks, amongst other reliefs, an injunction restraining the Respondents from taking any steps on the basis of the impugned communication, appointing any other developer and/or creating any third-party rights in respect of the subject Property, until the Arbitral Tribunal is invoked and constituted and the disputes arising from the MOU are decided.

2. The facts and circumstances leading to the filing of the present Petition are as follows. On 8th February 2023, the Petitioner and the Respondents entered into a Memorandum of Understanding in respect of C.T.S. No. 120/A, Ram Mandir Road, Oshiwara, Goregaon (West), Mumbai. The purpose of the MOU was redevelopment of the subject Property under the ODC Scheme. On 8th February 2023, the Respondents addressed a letter to the Chief Town Planner, MMRDA, requesting grant of 3.0 FSI for the subject Property in connection with the proposed redevelopment. Thereafter, on 16th March 2023, an NOC for Right of Way was obtained from the owners of adjoining C.T.S. No. 122. The said NOC was thereafter submitted to MMRDA along with the Respondents' letter dated 13th April 2023. On 5th August 2023 and 6th August 2023, the Consulting Structural Engineer and the Project Architect were appointed for the project. The Respondents signed and completed the necessary appointment and acceptance documents in that regard.

3. From August 2023 to January 2024, the Petitioner prepared and forwarded the draft Development Agreement. The Respondents and their Advocates considered the draft and suggested various changes and modifications. After considering their suggestions, a revised draft was prepared and shared with the Petitioner. On 9th February 2024, MMRDA issued a Deficiency Letter. By that letter, more than 30 queries were raised regarding documents, drawings, departmental NOCs and certificates from the structural and other consultants. Thereafter, on 27th May 2024, revised drawings and appointment letters of the consultants were submitted to MMRDA through the Project Architect in order to comply with the Deficiency Letter.

4. From 2023 to 2025, the Petitioner continued to pursue the redevelopment proposal. During this period, the Petitioner claims to have spent substantial amounts towards professional fees, liaisoning work, statutory processing and other expenses relating to the project. On 9th July 2025, the Petitioner addressed a letter to the Respondents pointing out the difficulties being faced in obtaining their signatures and approvals on the amended and revised plans. The Petitioner requested the Respondents to cooperate so that work on the project could proceed. On 4th August 2025, the Respondents replied to the Petitioner's letter. Thereafter, on 6th September 2025, 26th October 2025, 7th March 2026 and 31st March 2026, the parties continued to have meetings and discussions. These discussions were for resolving the pending issues and for taking the redevelopment project forward., on 16th February 2026, the Respondents addressed a communication to MMRDA stating, amongst other things, that the development plans had been submitted, that a Letter of Deficiency had been received and that compliance with the deficiencies was being prepared for processing and approval. On 29th May 2026, the Petitioner addressed a letter to the Respondents. In that letter, the Petitioner referred to the history of the project, the efforts made by it and the substantial expenditure incurred. The Petitioner expressed its continued willingness to proceed with the redevelopment and requested that the outstanding issues be resolved amicably. Thereafter, on 29th June 2026, the Respondents issued the impugned Letter. In the said Letter, the Respondents stated that the MOU had exhausted, lapsed and/or had become incapable of performance due to the passage of time. On that basis, the Respondents purported to bring the arrangement between the parties to an end. The Petitioner disputes the correctness and validity of the said stand taken by the Respondents. It is in these circumstances that the Petitioner has filed the present Petition.

5. Mr. Amrut Joshi, learned Advocate for the Petitioner, submits that the present Petition has been filed under Section 9 of the Arbitration and Conciliation Act, 1996. The Petitioner seeks interim protection until the disputes between the parties are referred to arbitration under Clause 12 of the Memorandum of Understanding dated 8th February 2023 ("the MOU"). Learned Advocate submits that under the MOU, Respondent Nos. 1 to 3 ("the Respondents") agreed to give the development rights in respect of the property bearing C.T.S. No. 120/A, Ram Mandir Road, Oshiwara, Goregaon (West), Mumbai ("the said Property") to the Petitioner for redevelopment under the Oshiwara District Centre Scheme of MMRDA. Under the MOU, the Respondents were to receive 30,500 sq. ft. RERA carpet area along with car parking and a monetary consideration of Rs. 5,00,00,000/-. Out of this amount, Rs. 50,00,000/- was paid as an interest-free refundable deposit when the MOU was executed. The balance amount was to be paid when the Development Agreement was executed. It is submitted that the MOU gave the Petitioner rights in the remaining saleable area and in the FSI/TDR potential of the said Property. Under Clause 6, after allotting 30,500 sq. ft. RERA carpet area and paying Rs. 5,00,00,000/- to the Respondents, the Petitioner would become entitled to the remaining built-up area. Under Clause 7, the Petitioner was given the right to use the entire FSI/TDR potential of the said Property. According to the Petitioner, these were actual contractual rights created in respect of the immovable property. Relying upon these rights, the Petitioner spent considerable time, effort, and money in taking the redevelopment project forward.

6. Learned Advocate submits that, pursuant to the MOU, the Petitioner appointed consultants and took steps for obtaining statutory approvals from MMRDA. The Petitioner applied for the Commencement Certificate. MMRDA issued the Deficiency Letter dated 9th February 2024, and the Petitioner took steps to comply with the deficiencies at its own cost. However, by their letter dated 29th June 2026, the Respondents, for the first time, claimed that the MOU had "stood exhausted, lapsed and/or become incapable of performance by efflux of time". It is submitted that the Petitioner has filed the present Petition seeking, amongst other reliefs, an order restraining the Respondents from acting on their letter dated 29th June 2026 and from dealing with the said Property with any third party. Such protection is sought until the Arbitral Tribunal is constituted and the disputes between the parties are decided. Learned Advocate submits that the Respondents have raised three defences. First, as stated in paragraph 4 of their Affidavit in Reply, they contend that the MOU was not a concluded contract because the parties had contemplated execution of a subsequent registered Development Agreement. Second, the Respondents rely upon the provision in the MOU that, if the owners did not give their consent to the plans proposed to be submitted to MMRDA within fifteen days, such consent would be treated as having been given under Clause 5.5 of the MOU. Third, the Respondents contend that the person claiming rights under the Gift Deed is not a party to the arbitration. Learned Advocate has dealt with these objections as follows.

7. Learned Advocate submits that Clause 2 of the MOU records that the Owners had agreed to assign the development rights, to be assigned "through formal writing which shall be entered in manner recorded in the ensuing clauses". According to the Petitioner, the reference to a future Development Agreement was only for formally recording the arrangement which had been agreed in the MOU. It did not mean that there was no concluded contract between the parties. At the most, performance of certain obligations was required before the registered Development Agreement could be entered into. That is different from saying that registration of the formal document was necessary before any binding agreement could come into existence. The MOU identifies the parties and the property. It states the area to be given, the monetary consideration, the payment terms and the procedure and time schedule. Therefore, according to the Petitioner, there was no material term which was still required to be decided in future. It is submitted that, under the Indian Contract Act, 1872, Sections 2, 4, 7 and 10, the necessary requirements for making a contract are satisfied in the present case. The MOU records and sets out the complete transaction agreed between the parties. It does not leave any material issue for negotiation.

8. Learned Advocate submits that there is no clause in the MOU showing that the parties understood that the MOU was only a preliminary arrangement and that a concluded contract would arise only after execution of a registered Development Agreement. According to the Petitioner, execution of the registered Development Agreement was not a condition precedent to the binding arrangement recorded in the MOU. The Petitioner states that it has been ready and willing to perform its obligations necessary for execution of the registered Development Agreement. According to the Petitioner, it could not complete those obligations because the Respondents failed to perform their corresponding obligations. Reliance is placed on the decision of this Court in Nathani Supariwala Realty Pvt. Ltd. v. Dawoodbhoy Fazalbhoy (Muslim) Educational Trust & Ors., Notice of Motion (L) No. 490 of 2014, order dated 4th March 2015. In that case, the Court held that when all essential requirements for making a contract are complete, there is a concluded contract between the parties. Merely because the parties propose to execute a more formal and registered Development Agreement in future does not by mean that there is no concluded contract. The position would be different if execution of that future document was intended to be a condition for creation of the contract.

9. Learned Advocate relies upon Subodh Chandra Nandy v. Himanshu Bala Bose, reported in 1955 SCC OnLine Cal 257. It is submitted that, according to the Calcutta High Court, while deciding whether an agreement is a concluded contract, the Court has to see whether the parties had given final and unconditional consent to all the important terms at the relevant time. Once the parties have finally agreed on those terms, later discussions do not take away the binding nature of the agreement. On the other hand, if important terms were still to be negotiated, or if the acceptance was made subject to a agreement, there would be no concluded contract. Learned Advocate refers to paragraphs 16 and 17 of that decision. According to the Petitioner, those paragraphs show that where the parties have agreed on the terms but intend to prepare a formal document later, the important question is whether execution of that document was intended to be a condition on which the contract would depend. If it was not such a condition, the later formal document does not affect the binding nature of the earlier agreement.

10. Learned Advocate next relies upon Gostho Behari Sirkar v. Surs' Estates Ltd., AIR 1960 Cal 752. It is submitted that the Calcutta High Court has held that an agreement does not become incomplete merely because the parties propose to execute another formal agreement. The real question is whether execution of that formal document was intended to be a condition precedent to the parties becoming bound. Unless the agreement, either expressly or by necessary implication, makes the later formal agreement a condition for finality, an earlier agreement containing all essential terms remains binding. The later document may then only be intended to formally record or give effect to the bargain made. Learned Advocate relies upon paragraphs 43, 44, 47, 48 and 51 of the said decision, where the Court has distinguished between a formal document which is intended to create the contract and a document which is only intended to record an agreement which has been concluded.

11. Learned Advocate relies upon the subsequent decision of the Supreme Court in Kollipara Sriramulu v. T. Aswatha Narayana, reported in 1968 SCC OnLine SC 87. It is submitted that the Supreme Court has again held that merely because parties propose to execute a more formal or registered agreement at a later stage, the earlier agreement does not cease to be a concluded and binding contract. The important question is whether the parties had agreed upon all the essential terms and intended to be bound by those terms. If the important terms have been settled and the document records the parties' binding agreement, execution of a formal document later is only a matter of form. It does not postpone the creation of contractual obligations. According to the Petitioner, the enforceability of an agreement depends upon the intention of the parties as seen from the document and the surrounding circumstances. It does not depend only upon the fact that a formal document was proposed to be executed later. Learned Advocate points out that this decision arose in a suit for specific performance of an oral contract. Even in that situation, the Supreme Court held that merely contemplating a future formal or registered document did not prevent the earlier agreement from being a concluded and binding contract.

12. It is submitted that the Petitioner's case is on an even stronger footing because, in the present matter, there is a written MOU containing the terms agreed between the parties. It is submitted that accepting the Respondents' argument would lead to the result that no concluded contract could ever exist until a registered Development Agreement was executed. According to the Petitioner, that is not the law. Such an argument would mean that every agreement relating to property which is required to be registered under Section 17 of the Registration Act could never be enforced unless it was first converted into a registered document. Learned Advocate submits that such an interpretation would make the proviso to Section 49 of the Registration Act ineffective. That proviso permits an unregistered document affecting immovable property to be used as evidence of a contract in a suit for specific performance. The submission is that the law recognises that a binding contractual relationship can arise before execution or registration of the formal document, provided the parties have agreed upon all the essential terms.

13. Learned Advocate relies upon the decision of the Supreme Court in Karnataka Power Transmission Corporation Limited v. JSW Energy Limited, reported in (2023) 5 SCC 541. It is submitted that paragraph 126 of the SCC report reiterates that once the essential requirements of a valid contract under the Indian Contract Act are satisfied, a concluded contract comes into existence. Learned Advocate submits that, although the parties in that case had contemplated execution of a subsequent Power Purchase Agreement, the Supreme Court held in paragraphs 133, 134 and 140 that no concluded contract had arisen because several essential terms were still outstanding and had yet to be negotiated and settled. According to the Petitioner, the present case is different because the Respondents have not pointed out even one material term which was still open for negotiation or which required a agreement. Their entire case, according to the Petitioner, is based only on the fact that the parties contemplated execution of a registered Development Agreement. It is submitted that where there are no unresolved essential terms, merely proposing to execute a formal document later does not mean that the earlier agreement was not concluded.

14. Learned Advocate submits that the decisions relied upon by the Respondents can be distinguished on their facts. In Kalpataru Properties Pvt. Ltd. v. Majithia Nagar CHS, reported in 2014 SCC OnLine Bom 984, the dispute arose from the proposed redevelopment of a co-operative housing society. According to the Petitioner, the tender documents and the Letter of Intent in that case gave the society a right to negotiate. Paragraph 24 of that decision records that the "Additional Terms and Conditions" permitted the society to modify and renegotiate the terms until the registered Development Agreement was executed. It was because of this specific term that the Bombay High Court held in paragraphs 37, 38 and 39 that no concluded contract had come into existence. The parties had agreed that negotiations would remain open until the formal agreement was executed. Learned Advocate submits that the principle of that decision depends upon the particular terms of that transaction. It cannot be applied in the present case where, according to the Petitioner, the MOU did not reserve any continuing right of negotiation.

15. Learned Advocate submits that the same applies to the decisions in (1) Sunteck Realtors Private Limited v. Bandra Sea Breeze Apartments CHS, order dated 6th October 2025 in Arbitration Petition (L.) No. 30532 of 2025, (2) Rishabhraj Estate Developers Pvt. Ltd. v. Heeramani Ratan Cooperative Housing Society Limited, order dated 7th August 2026 in Arbitration Petition (L.) No. 19177 of 2026, and (3) Kher Nagar Sai Prasad v. Pittie Antariksh GRL Pvt. Ltd., order dated 25th April 2025 in Appeal (L.) No. 9061 of 2024. It is submitted that those cases concerned redevelopment arrangements with cooperative housing societies and were decided according to the particular contractual terms governing those transactions. According to the Petitioner, those decisions do not decide the issue arising in the present case. Learned Advocate relies upon the Supreme Court decisions in Union of India v. Dhanvanti Devi, reported in 1996 (6) SCC 44 and Oriental Insurance Co. Ltd. v. Raj Kumari & Ors. It is submitted that these decisions explain that a judgment is an authority for what the Court actually decided on the facts before it. It cannot be treated as an authority for a proposition separated from those facts or for every conclusion that may logically be drawn from it. On this basis, the Petitioner submits that the Respondents' reliance on the aforesaid judgments is misplaced.

16. Learned Advocate submits that Clause 9(d) of the MOU required the Petitioner to submit plans to MMRDA only after receiving the consent of the Owners. Clause 5.5 required the Owners to approve the plans supplied to them within fifteen days. The Deficiency Letter dated 9th February 2024 required, amongst other documents, the "Owner's affidavit for area of the plot" and a "registered agreement from the concerned owner for deriving a right of way". It required signatures and approvals on the amended and revised plans. Learned Advocate submits that, in their letter dated 4th August 2025, the Respondents did not deny that the plans were signed in July 2024. They did not deny that amended plans were again sent to them for signature in August 2024. According to the Petitioner, the Respondents have never stated at any stage that the amended plans submitted pursuant to the Deficiency Letter were actually signed and returned to the Petitioner. Learned Advocate submits that, in the Limited Affidavit in Reply, the Respondents have answered this issue only by saying that their consent was deemed to have been given under Clause 5.5. According to the Petitioner, this deeming provision may operate between the parties to the contract. However, it cannot take the place of the actual signed affidavit and registered document which MMRDA, being a statutory authority, independently required before an application for IOD could be made.

17. It is submitted that the Respondents failed to perform their corresponding obligations under the MOU. According to the Petitioner, the Respondents cannot rely upon the delay or alleged breach by the Petitioner when their own obligations were not performed. Learned Advocate submits that the Respondents' own letter dated 4th August 2025 states that the "Owners remain ready and willing to cooperate" with the Petitioner for taking the project forward., in their letter dated 16th February 2026 addressed to MMRDA, the Respondents stated that the plans had "already been submitted" and that compliance with the Deficiency Letter was being prepared for processing and approval of the plans. According to the Petitioner, these statements were made in the context of the Petitioner continuing to pursue the project. It is submitted that the Respondents cannot now contend that the Petitioner was not ready and willing to perform its obligations or that the MOU had lapsed.

18. Learned Advocate submits that Clause 11 of the MOU is the only clause which provides for termination. According to the Petitioner, that clause applies only if the D.P. Road land is not made available or acquired by MMRDA. The said situation has admittedly not occurred. On the contrary, the Respondents' own letter dated 16th February 2026 records that filling and levelling work had been carried out by the Petitioner to facilitate handing over of the very same D.P. Road land. The Respondents admitted in their letters dated 4th August 2025 and 29th June 2026 that the levelling work had been carried out by the Petitioner. Learned Advocate submits that, as recently as February 2026, the Respondents continued to recognise the Petitioner as the Developer under the MOU. It is submitted that the statement in the letter dated 29th June 2026 that the MOU had "exhausted, lapsed… by efflux of time" has no basis in the MOU. According to the Petitioner, this statement is inconsistent with the Respondents' own conduct only about four months earlier. The Petitioner submits that substantial rights and interests have been created in its favour in the said Property and in its development potential under Clauses 6 and 7 of the MOU. These rights relate to the remaining saleable area and FSI/TDR potential. The Petitioner relies upon the Rs. 50,00,000/- paid by it, the appointment and payment of consultants, statutory processing expenses and the levelling work carried out on the said Property. It is submitted that these interests cannot be brought to an end merely by a unilateral and unexplained statement that the MOU has lapsed, when there is no contractual provision giving the Respondents such a right of termination.

19. Learned Advocate submits that the Petitioner denies the allegations made in the said Affidavit because, according to the Petitioner, the Affidavit does not establish any lawful termination of the MOU or any breach by the Petitioner. The Petitioner points out that the Affidavit does not explain why the amended plans supplied to the Respondents were not signed and returned. According to the Petitioner, because those plans were not returned with the necessary signatures, it could not complete the deficiencies pointed out by MMRDA. The Respondents' only answer, at paragraph 11 of the Affidavit, is that their approval should be treated as deemed approval under Clause 5.5. For the reasons stated, the Petitioner submits that such deemed approval cannot replace the actual compliance required under the Deficiency Letter issued by MMRDA. Learned Advocate submits that the objection regarding non-joinder is not sustainable. According to the Petitioner, the registered Gift Deed relied upon by the Respondents has neither been supplied to the Petitioner nor produced before this Court. Respondent No. 1 himself continued to correspond with MMRDA as "the owner of the said property" as recently as 16th February 2026. It is submitted that even if the alleged transfer is established, the appropriate course would, at the highest, be to implead Mr. Pratik Digvijay Singh. According to the Petitioner, the alleged transfer cannot result in dismissal of the present Petition. It is pointed out that the person claiming rights under the Gift Deed has himself corresponded and participated in the transaction. This is admitted in paragraph 15 of the Affidavit in Reply. The Petitioner submits that, by his own conduct, the alleged assignee has effectively participated in the transaction which is the subject matter of the arbitration. In any event, the Petitioner states that on 9th September 2026, when the matter was heard, it had brought a draft amendment seeking to add the said assignee as a party Respondent to the present proceedings.

20. Learned Advocate submits that the Respondents should not be permitted to take advantage of the Petitioner's continuous efforts and substantial expenditure over a period of more than three years and thereafter, without any fault being attributable to the Petitioner, unilaterally withdraw from their obligations under the MOU by simply stating that the MOU had lapsed. According to the Petitioner, such conduct would undermine the binding nature of contracts. It would cause injustice to the Petitioner. A party, according to the submission, cannot rely upon its own failure to perform its obligations and then use that failure as a reason to avoid the obligations which it had agreed to perform. In these circumstances, learned Advocate submits that the present Petition be allowed. He seeks an order restraining the Respondents from acting upon or taking any steps inance of the purported letter dated 29th June 2026 and/or from creating any third-party rights in respect of the said Property.

21. Mr. Amogh Singh, learned Advocate for Respondent Nos. 1 and 3, submits that the present Petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 deserves to be dismissed because there is no concluded contract or agreement between the parties. According to the Respondents, at the highest, the MOU dated 8th February 2023, which is the subject matter of the proposed arbitration, can only be treated as an agreement to enter into another agreement. Such an agreement, according to the Respondents, is not enforceable in law. Learned Advocate relies upon Clause 2 of the MOU at page 40, which reads as follows: "It is agreed between the parties that Owners have agreed to assign the Development Rights in favour of the Developer herein upon terms and conditions recorded in this present however to be assigned through formal writing which shall be entered in manner recorded in ensuing clauses."

22. According to the Respondents, the above clause shows that the MOU did not assign any development rights to the Petitioner. The parties intended that the development rights would be assigned to the Petitioner through a subsequent Development Agreement. However, such Development Agreement was never executed. Therefore, according to the Respondents, no concluded contract came into existence between the parties. Learned Advocate points out that, in the Petitioner's letter dated 29th May 2026 at page 93, the Petitioner stated that drafts of the Development Agreement had been exchanged between the parties and that several changes and modifications were being suggested. A similar statement is made by the Petitioner in paragraph 11 at page 17 of the Arbitration Petition. According to the Respondents, these statements show that the parties were still discussing the terms of the Development Agreement. Therefore, there was no final and concluded contract between them.

23. Learned Advocate relies upon the decision of the Supreme Court in Kollipara Sriramulu. It is submitted that the Supreme Court has made it clear that whether a particular document amounts to a concluded contract depends upon the facts and circumstances of each case. According to the Respondents, in the present case the intention of the parties is clear from Clause 2 of the MOU. The Respondents rely upon Rishabhraj v. Heeramani Ratan and Kher Nagar Sai Prasad CHS v. Pittie Antariksh GRL Pvt. Ltd., in Appeal No. 9061 of 2024. According to the Respondents, these decisions support their submission that there was no concluded contract between the parties. Reliance is placed upon the judgment of the Supreme Court in Speech and Software Technologies (India) Private Ltd. v. Neos Interactive Ltd., reported in (2009) 1 SCC 475, in support of the submission that an agreement to enter into another agreement is not enforceable in law.

24. Learned Advocate submits that Clause 3(i) of the MOU required the Petitioner to obtain the Deficiency Letter for the purpose of obtaining the IOD within 90 days from the date on which the plans, complete in all respects, were submitted to MMRDA. According to the Respondents, the Petitioner did not comply with this obligation under Clause 3(i), and the IOD has still not been obtained. Clause 3(ii) provided that the Respondents and the Petitioner would execute the Development Agreement and POA within 30 days from the date of the IOD. Since, according to the Respondents, the Petitioner never completed the obligation under Clause 3(i), the stage of executing the Development Agreement and POA did not arise. Learned Advocate submits that the Petitioner seeks to explain its failure to comply with Clause 3(i) by saying that the Respondents had not approved the plans for submission to MMRDA. According to the Respondents, this argument is contrary to Clause 5.5 of the MOU at page 43. The said clause provides that if the Respondents did not approve the plans within 15 days from receiving them, their consent would be treated as having been given for submission of the plans on their behalf. The Respondents submit that their approval was not a reason which prevented the Petitioner from proceeding with the submission of the plans. It is submitted that the Respondents had cooperated with the Petitioner whenever required, but the Petitioner failed to perform its own obligations under the MOU.

25. Learned Advocate relies upon the Respondents' letter dated 4th August 2025 addressed to the Petitioner at page 87. In that letter, the Respondents stated that there was no Development Agreement or concluded contract between the parties. The Respondents stated that the proposed building plans had been duly signed by them in July 2024 and handed over to the Petitioner. However, in August 2024, the Petitioner again submitted revised and amended plans. According to the Respondents, the Petitioner thereafter failed to obtain the IOD within 90 days from execution of the MOU. Learned Advocate submits that the letter dated 4th August 2025 was never denied by the Petitioner.

26. Learned Advocate submits that even if it is assumed, without admitting, that a concluded contract existed between the parties, the interim relief sought by the Petitioner cannot be granted. According to the Respondents, the Petitioner's own letter dated 29th May 2026 seeks compensation by way of reimbursement. This, according to the Respondents, shows that even according to the Petitioner's own case, its alleged loss can be compensated by money. The Petitioner does not satisfy the requirements for grant of the interim protection sought under Section 9. On this ground, learned Advocate submits that the present Petition deserves to be dismissed.

REASONS AND FINDINGS:

27. I have considered the submissions of the learned Advocates for both sides and the judgments relied upon by them. In the present case, question is whether the MOU dated 8 February 2023 created a binding contract between the parties.

28. The main contention of the Respondents is that there was no concluded contract between the parties. According to them, the MOU only showed the intention of the parties to enter into a Development Agreement at a later stage. According to them, the development rights were to arise only after such formal Development Agreement was executed and registered. For this purpose, the Respondents rely upon Clause 2 of the MOU. The said clause reads as follows:

                    "It is agreed between the parties that Owners have agreed to assign the Development Rights in favour of the Developer herein upon terms and conditions recorded in this present however to be assigned through formal writing which shall be entered in manner recorded in ensuing clauses."

29. This submission cannot be considered only by taking the words “formal writing” from Clause 2. The whole MOU has to be read together. The MOU identifies the parties and the property. It mentions the proposed redevelopment under the ODC Scheme. It gives the consideration payable to the Owners and provides for the refundable deposit. It gives the area which the Owners are to receive and gives the Developer the right to the remaining built-up area. It deals with FSI and TDR and gives obligations to both sides. It provides for submission of plans to MMRDA and provides the stage at which the Development Agreement and Power of Attorney are to be executed. It deals with possession, construction and other matters. There is provision for arbitration in case of dispute. Therefore, the MOU does not appear to be merely a document saying that everything would be decided by the parties sometime in future. The MOU shows a difference between the arrangement which was agreed and the formal documents which were to be executed later. Clause 2 says that the development rights are agreed “upon terms and conditions recorded in this present” and thereafter refers to “formal writing”. Therefore, only because these words are used, it cannot be said that there was no agreement between the parties. What is required to be seen is whether the future document was intended to create the bargain, or whether it was only intended to put in formal form the bargain which had been recorded in the MOU.

30. Clause 3 is relevant in this regard. It gives particular stages and time periods. The Developer was required to submit plans to MMRDA within 45 days from execution of the MOU and to obtain the deficiency letter within the stated period. It provides that the Owners and Developers “MUST enter and execute” the formal Development Agreement and Power of Attorney within the stipulated period from the IOD. When the clause is read as a whole, it appears that the Development Agreement was to be a later step after the arrangement between the parties had been recorded. The MOU does not state that no rights or obligations would come into existence unless the Development Agreement was first executed.

31. The decision of the Supreme Court in Kollipara Sriramulu is relevant on this issue. The Court held:

                    "We proceed to consider the next question raised in these appeals, namely, whether the oral agreement was ineffective because the parties contemplated the execution of a formal document or because the mode of payment of the purchase money was not actually agreed upon. It was submitted on behalf of the appellant that there was no contract because the sale was conditional upon a regular agreement being executed and no such agreement was executed. We do not accept this argument as correct. It is well established that a mere reference to a future formal contract will not prevent a binding bargain between the parties. The fact that the parties refer to the preparation of an agreement by which the terms agreed upon are to be put in a more formal shape does not prevent the existence of a binding contract. There are, however, cases where the reference to a future contract is made in such terms as to show that the parties did not intend to be bound until a formal contract is signed. The question depends upon the intention of the parties and the special circumstances of each particular case. As observed by the Lord Chancellor (Lord Cranworth) in Ridgway v. Wharton [6 HLC 238, 63] , the fact of a subsequent agreement being prepared may be evidence that the previous negotiations did not amount to a concluded agreement, but the mere fact that persons wish to have a formal agreement drawn up does not establish the proposition that they cannot be bound by a previous agreement. In Von Hatzfeldt-Wildenburg v. Alexander [(1912) 1 CH 284, 288] it was stated by Parker, J. as follows:

                    “It appears to be well settled by the authorities that if the documents or letters relied on as constituting a contract contemplate the execution of a contract between the parties, it is a question of construction whether the execution of the contact is a condition or term of the bargain or whether it is a mere expression of the desire of the parties as to the manner in which the transaction agreed to will in fact go through. In the former case there is no enforceable contract either because the condition is unfulfilled or because the law does not recognize a contract to enter into a contract. In the latter case there is a binding contract and the reference to the more formal document may be ignored.”

32. The above principle does not mean that every MOU which refers to a future Development Agreement will be a concluded contract. The intention of the parties has to be understood from the document and from the surrounding circumstances. This is what the Respondents are saying. Therefore, the real question is not only that the MOU mentions a Development Agreement. It does. The question is whether the important terms of the bargain were decided on 8 February 2023, or whether those important terms were still left for discussion and negotiation later.

33. On this issue, the Respondents have not shown any essential term of the redevelopment which was still undecided on 8 February 2023. The property is identified. The Owners are identified. The Developer is identified. The consideration is mentioned. Clause 6 gives the Owners 30,500 sq.ft. RERA carpet area with parking. It gives the Developer the remaining built-up area. The monetary consideration is fixed at Rs.5 Crores. From this, Rs.50 Lakhs is refundable interest-free deposit and Rs.4.50 Crores is payable upon execution of the Development Agreement. The MOU deals with FSI, TDR, fungible FSI, expenses, planning approvals, construction obligations and handing over. These are not merely incomplete discussions for some future date. Important terms were put in writing. The area and monetary consideration are stated in definite terms. The MOU provides that the Developer can consume and use the FSI potential and available TDR according to the terms of the MOU. The responsibility for obtaining approvals and completing necessary formalities is placed upon the Developer. Therefore, even the benefit which the Developer was to get from the project and the manner in which such benefit was to arise were mentioned in the MOU.

34. The fact that the exact floor-wise allocation was to be mentioned in the Development Agreement does not, in my view, make the entire bargain incomplete. There is a difference between an essential term and the way in which that term is to be worked out in actual practice. The MOU has fixed the total entitlement of the Owners and provides for distribution on different floors according to the building plan. Therefore, the later Development Agreement was to give practical form to the entitlement which was agreed. It was not to decide again whether the Owners would get 30,500 sq.ft. or whether the Developer would get the remaining area.

35. The judgment in Subodh Chandra Nandy supports this approach. The main test stated there is whether all material terms were agreed or could be ascertained without requiring another agreement about the substance of the transaction. Where the parties have finally agreed on the material terms, later discussions for preparing documents or implementing the transaction do not by destroy the contract. But where the material terms are still to be negotiated, there is no concluded contract. Applying this test to the present matter, I find that the important terms are available in the MOU. The Respondents have not pointed out any specific term concerning the property, area, consideration, distribution, FSI/TDR entitlement or principal obligations which was still to be negotiated before the MOU could become binding. Their main submission continues to be that the Development Agreement had to be executed. In the facts of the present case, this by is not sufficient.

36. The judgment in Gostho Behari Sirkar explains the difference between a completed agreement and a provisional arrangement. The question is whether the later formal document was intended to be the condition on which the contract would come into existence, or whether it was only to put in formal writing the transaction whose important terms had been settled. The following passage is important:

                    “Whether an agreement is a completed bargain or merely a provisional arrangement depends upon the intention of the parties as deducible from the language used by the parties on the occasion when the negotiations take a concrete shape. As observed by the Lord Chancellor (Lord Cranworth) in Ridgway v. Wharton, (1857) 6 HLC 238 at pp. 263, 264, the fact of a subsequent agreement being prepared may be evidence that the previous negotiations did not amount to an agreement, but the mere fact that persons wish to have a formal agreement) drawn up does not establish the proposition that they cannot be bound by a previous agreement.”

37. This principle appears to apply to the present MOU. There is no clear clause stating that the MOU is only provisional, that the parties will not be bound unless the Development Agreement is executed, or that either party can withdraw until such execution. On the contrary, the MOU uses words showing present commitment. The Owners agree to give development rights. The Developer is given specific rights and obligations. A refundable deposit is paid under the MOU. The parties have agreed for arbitration concerning the “interpretation, implementation or enforcement” of the “agreed terms and conditions”. Thus, the MOU proceeds on the basis that there are “agreed terms and conditions” which can be implemented and enforced.

38. The conduct of the parties after signing the MOU supports the case of the Petitioner. This is not a case where a preliminary document was signed and thereafter the parties stopped the matter. From the material on record, plans were prepared and submitted, consultants were appointed, deficiencies were raised by MMRDA, revised drawings and documents were prepared and correspondence continued for a long period. The Respondents participated in this process. Their conduct after signing the MOU is relevant because it gives an indication of how they understood the MOU. The Respondents say that the exchange of drafts of the Development Agreement shows that there was no final agreement and that the MOU was only an agreement to agree. As a general proposition, this submission cannot be ignored. But on the material before the Court, it does not fit the facts of the present case. Exchange of drafts by does not mean that all important terms were still open. A formal agreement will naturally require detailed drafting. Matters relating to procedure, representations, indemnities, implementation, statutory compliance and other similar matters can be dealt with later. The main question is whether any important term was still subject to negotiation.

39. The decision of this Court in Nathani Supariwala Realty Pvt. Ltd., relied upon by the Petitioner, is relevant because that case concerned redevelopment where an MOU was followed by a proposed Development Agreement. The Court considered the argument that a formal Development Agreement was necessary and still held, on the facts of that case, that the MOU contained the necessary terms of the development arrangement. The Court treated execution of the formal Development Agreement as performance of the bargain which had been concluded. The relevant portion reads:

                    "In the facts of our case, there was a binding bargain between the parties and execution of the future contract, namely, the development agreement, does not imply that the bargain was yet to be struck. The execution of a formal development agreement, all essential terms of which are agreed upon between the parties, is a matter of performance of a concluded contract. Reference to such formal contract does not imply that there is no concluded contract between the parties as yet."

40. It is true that Nathani Supariwala was decided on its own facts. Therefore, the Respondents are right that no judgment can be applied without considering the facts of that particular case. But the reasoning of that decision is relevant here because the present MOU is a redevelopment arrangement where the parties contemplated a formal Development Agreement after recording the main bargain in the MOU.

41. The Respondents have relied upon Kalpataru Properties v. Majithia Nagar Co-operative Housing Society Ltd. and other subsequent orders concerning redevelopment arrangements. Those decisions cannot be understood to mean that an MOU can never create a binding contract merely because a Development Agreement is to be executed later. Their applicability depends upon the wording of the particular document and whether important terms were still left open. If the document shows that the parties intended to remain unbound until a registered agreement was finalised, the result can be different. But the Respondents have not shown such similar language in the present MOU.

42. The same distinction can be seen from Gostho Behari Sirkar. In the cases where the parties were not held bound, the documents contained words showing that the bargain was subject to a “proper contract”, approval of solicitors or settlement of conditions. Such wording showed that the document was conditional. The present MOU does not contain any similar clause making the whole arrangement subject to future negotiations or approval of a Development Agreement containing terms which were still to be decided.

43. The Respondents have relied upon the time periods mentioned in the MOU. According to them, the Petitioner failed to obtain the IOD within the prescribed ninety days. Clause 3(i), relied upon by the Respondents, provides the concerned milestone. There is substance in the submission that contractual time periods cannot simply be ignored. However, merely because a time period is mentioned, it does not mean that the whole contract came to an end when that period was not complied with. In the present MOU, there is no provision stating that failure to obtain the deficiency letter or IOD within the stated period would cancel or extinguish the whole MOU. The Respondents have not shown any clause saying that after ninety days passed without obtaining the IOD, the MOU terminated and the Owners became free to appoint another developer. This distinction is important. A time period may create an obligation and its breach may have consequences, but those consequences must come from the contract or applicable law. A procedural time period cannot be treated as an automatic termination clause when the MOU does not say so.

44. On the other hand, the MOU contains a termination provision regarding the proposed DP Road. The relevant provision states:

                    "At present the said property is land-lock. However, as per MMRDA DC development plan the road of width 13.5 Mts. is propased from existing Ram mandir road and passing through two adjoining properties. The MMRDA as on date have not acquired the required land area from the owners of adjoining properties for the proposed DP Road. Any development along with it’s potential on the said Property is subject to availability of land for proposed DP Road from respective adjoining plots owners. In_case the land is not made available or acquired by MMRDA for proposed DP Road then it may not be possible to develop the said Property. In such eventuality the present MOU shall stand terminated and the amount paid by the developer under this MOU to owner ie. Rs. 50,00.000/- shall be refunded back by owners to developer within 90 days from the addition cost."

45. This clause is important for another reason. Where the parties intended that a particular event would result in termination, they provided for it. Therefore, the MOU shows that the parties knew how to provide for termination when they intended such consequence. There is no similar provision saying that the MOU would terminate because the Development Agreement was not executed within a certain time or because the IOD was not obtained within ninety days.

46. The Respondents are relying upon an implied termination for which there is no similar clear wording in the MOU. This becomes more important because Clause 11 gives a particular event for termination, namely non-availability or non-acquisition of land for the proposed DP Road. On the material before the Court, the Respondents have not established that this event took place. The correspondence relied upon by the Petitioner shows that steps concerning the proposed road were being taken, and the project continued to be processed.

47. The Petitioner's case that it carried out filling and levelling work for facilitating the road and project process has some importance. The communications of the Respondents are stated to acknowledge this work. The conduct of the Petitioner does not appear to be that of a party which had abandoned the arrangement. It appears more consistent with a party which was continuing to do the work which it understood to be required under the MOU.

48. The second main defence of the Respondents concerns Clause 5.5. According to them, the Owners had to approve or give suggestions on the proposed plans within fifteen days and, if there was no response, the MOU provided for deemed consent. Therefore, according to the Respondents, the Petitioner cannot complain that the Owners did not sign the plans or give approval. There is some difficulty in accepting this submission. A deeming provision in a contract has to be seen in the context in which it operates. Clause 5.5 concerns approval or suggestions by the Owners regarding the plans. It cannot answer every statutory or documentary requirement of MMRDA. If MMRDA requires an affidavit, registered document, consent, signature on amended plans or any other particular document, a contractual deeming provision between private parties cannot take the place of the document required by the authority.

49. The Deficiency Letter dated 9 February 2024 required, amongst other things, an “Owner's affidavit for area of the plot” and a “registered agreement from the concerned owner for deriving a right of way”, along with compliance regarding revised plans and other documents. The Petitioner's case is that amended plans were sent for signature and the required compliance could not be completed because the Owners did not provide the necessary documents. The Respondents have not shown from the material before the Court that all these documents were actually executed and furnished to MMRDA and that nothing remained to be done from the side of the Owners. Therefore, Clause 5.5 may, to some extent, answer whether silence for fifteen days could amount to contractual approval of plans. But it does not answer the separate question whether the statutory requirements of MMRDA could actually be completed without the documents or signatures required by MMRDA. This distinction is important.

50. The Respondents rely upon their letter dated 4 August 2025 in which they stated that they remained ready and willing to cooperate. This letter is relevant in another way. Their present case is that there was no concluded contract and that the arrangement had become incapable of performance. But the correspondence relied upon by both sides shows continued willingness to cooperate and continued discussion regarding the project and plans. Similarly, the communication to MMRDA dated 16 February 2026 is stated to say that the plans had been submitted and compliance was being prepared. This conduct does not show that the Respondents considered the contractual arrangement to have ended long before 29 June 2026. The Petitioner's letter dated 29 May 2026 and the Respondents' letter dated 29 June 2026 are important. In the letter dated 29 May 2026, the Petitioner mentioned the history of the project, the work done, expenditure incurred and its willingness to continue. Only thereafter, in the letter dated 29 June 2026, the Respondents stated that the MOU had “stood exhausted, lapsed and/or become incapable of performance by efflux of time”. Merely using these words does not show the contractual basis on which the MOU was said to have ended.

51. Normally, a party cannot turn a contractual dispute into unilateral termination merely by calling the contract “exhausted” or “lapsed”. There has to be a contractual basis for saying so. Here, the Respondents have not shown any clause under which the MOU expired for the reason now stated. The MOU contains a specific termination mechanism regarding the DP Road contingency. The Respondents have not established that this contingency happened. No other equally clear termination provision has been pointed out.

52. The third submission of the Respondents is that even if the MOU is treated as a contract, the Petitioner failed to perform its obligation of obtaining the deficiency letter/IOD within the prescribed period. It is correct that the Developer was given responsibility for the statutory process. The MOU says that the Developer would bear the professional and statutory expenses and comply with the requisitions. These provisions have to be considered. But the matter cannot be seen only from the obligations of the Developer. There are obligations on both sides. The MOU requires the Owners to cooperate in the development process. Clause 5.5 requires the Owners to consider the plans within fifteen days. Other provisions proceed on the basis that the Owners would execute documents and do acts necessary for the development. Therefore, the question is whether the delay in the statutory process can be placed entirely upon the Petitioner when there is material showing that some documents and approvals from the Owners were still required.

53. The Petitioner's submission that the Respondents did not return the revised and amended plans with the required signatures cannot be rejected only because Clause 5.5 contains deemed approval. The actual statutory process has to be seen. If the authority had asked for documents from the Owners and those documents were not supplied, the Petitioner cannot be treated as solely responsible without considering whether this caused an impediment in the process.

54. At this interim stage, I find sufficient material to say that the delay cannot be placed entirely upon the Petitioner. The correspondence and conduct of the parties show that the project continued, and both sides were communicating regarding approvals and documents. Therefore, the Respondents cannot rely only upon their assertion of expiry without considering these circumstances which took place in between.

55. The Respondents next rely upon the Petitioner's reference to compensation or reimbursement in the letter dated 29 May 2026. According to them, this shows that the loss of the Petitioner, if any, can be compensated by money and there is no need for an injunction under Section 9. This argument does not fully answer the nature of the relief which is sought. The matter is not only about the expenditure incurred by the Petitioner. The Petitioner's case is that it has contractual development rights in a particular property and that after the project continued for several years, the Respondents have tried to withdraw from the arrangement and may give the development rights to another developer. If a third-party redevelopment arrangement is made and acted upon, the dispute can become much more complicated. A later money award may not bring back the same position, if the development rights and control over the project have gone to somebody else. Merely because the Petitioner has claimed reimbursement or compensation, it does not follow that an injunction cannot be granted. The letter dated 29 May 2026 has to be read as a whole. The Petitioner was trying to resolve the matter amicably after mentioning the expenditure and the difficulties faced during the project. This does not mean that the Petitioner gave up its main case that the MOU remains binding. The prayers made before the Court show this.

56. There is some force in the Petitioner's reliance on the principle that interim protection becomes more relevant where a party has changed its position by relying upon the agreement. In Nathani Supariwala, after considering the submissions, the Court observed that the Plaintiff had taken various steps and had altered its position to its detriment and that the balance of convenience was in its favour. There is a similar feature in the present record. The Petitioner is not relying only on the fact that it signed the MOU. It relies upon the subsequent project work, appointment and involvement of consultants, preparation and revision of plans, dealings with MMRDA, professional expenses and other steps taken for several years. These circumstances support the prima facie view that the parties acted upon the MOU and did not treat it merely as an unfinished intention to enter into another agreement.

57. The Respondents' reliance upon Karnataka Power Transmission Corporation Ltd. does not change the result. There is no dispute that important terms have to be agreed for there to be a concluded contract. This principle is consistent with Kollipara Sriramulu, Subodh Chandra Nandy and Gostho Behari Sirkar. But the question depends upon the facts of each case. In the present matter, no material term which was still to be negotiated has been shown. Therefore, the principle relied upon by the Respondents does not lead to the conclusion sought by them. In the same manner, the judgments where no concluded contract was found because the documents showed that important terms were still to be negotiated are distinguishable. Here, the MOU contains detailed obligations. On the material available, the later Development Agreement appears to have been intended to put the agreed arrangement into formal and practical shape.

58. The MOU contains an acknowledgement about the understanding of the parties. Clause 17 states:

                    "The Parties hereby admit that this Agreement has been fully explained to them and they have understood the meaning of all the clauses of this MOU and they have signed this MOU with fault understanding of the rights and obligations therein."

59. The extracted wording contains scanning errors. But its substance appears to be that the parties acknowledged that the MOU was explained to them and that they understood the rights and obligations contained in it. The payment of Rs.50 Lakhs as refundable deposit is a circumstance which cannot be ignored. The MOU records that this amount was paid on execution and the last page contains the receipt acknowledging Rs.50,00,000/- as refundable deposit under the MOU. This fact by may not be enough to prove a concluded contract. But when it is seen along with the detailed obligations and consideration recorded, it becomes difficult to say that the entire transaction was only an agreement to negotiate in future.

60. The argument of the Respondents that legal rights could arise only after the registered Development Agreement was executed cannot be accepted in the broad manner in which it is made. A distinction has to be made between creation of the contractual bargain and completion of formalities required for implementing that bargain. The MOU may not by perform every legal function which a registered Development Agreement or Power of Attorney may be required to perform. But this does not mean that the MOU contains no binding obligations which can be enforced.

61. Clause 14 of the MOU says that the relationship between the parties will remain that of Owners and Developer on a principal-to-principal basis and that it is not a partnership or joint venture. Thus, the parties contemplated a contractual relationship of Owner and Developer and not merely persons who were going to negotiate in future. The statement of the Respondents that the MOU had “stood exhausted” is difficult to accept, not only because there is no termination clause supporting it, but because of the manner in which the MOU is structured. If the parties wanted the MOU to end after some initial procedural stage, they could have said so. Instead, the MOU contains continuing obligations relating to construction, FSI/TDR, possession, statutory compliance, taxes, consultants and completion of the project. It does not appear to be a document intended to exist only for a short preliminary period.

62. I have considered the objection regarding the subsequent Gift Deed and the alleged interest of another person in the property. The material before the Court does not show that the alleged transfer had the effect of ending the contractual obligations undertaken by the original parties to the MOU. The Respondent's own communication to MMRDA, relied upon by the Petitioner, described the concerned Respondent as owner of the property even in February 2026. If the subsequent transferee is necessary for complete adjudication, that issue can be considered in arbitration or by appropriate amendment and impleadment in the present proceedings. At this stage, it would not be proper to allow the original contracting parties to rely merely upon an alleged subsequent transfer to defeat interim protection arising from the existing dispute. The objection of non-joinder does not persuade me to refuse protection. The existence, validity and effect of the alleged Gift Deed may require examination on fuller material. But the Respondents who entered into the MOU cannot merely by referring to a later transfer say that the contractual dispute has ended. Their obligations and the question whether they could terminate the MOU remain to be decided.

63. The conduct of both sides, when seen as a whole, requires consideration. The Petitioner says that it continued with the project for more than three years, incurred expenditure and continued pursuing approvals. The Respondents, on the other hand, did not give any clear termination on the present basis until 29 June 2026. There were communications during 2025 and 2026 in which the project and MMRDA process continued to be discussed. Therefore, the sudden reliance on “efflux of time” in June 2026 requires a clear contractual basis. Such basis is not shown from the material before the Court. I have considered whether granting interim protection would amount to giving the final relief. In my view, it would not, if the order is kept limited to preserving the subject matter and the contractual position until the arbitral forum considers the dispute. At this stage, the Court is not finally directing execution or registration of the Development Agreement. Nor is it finally deciding all questions regarding development potential, FSI, TDR or compensation. The immediate purpose is only to prevent the Respondents from treating the MOU as ended and creating a fresh third-party arrangement which may make the arbitration ineffective.

64. The Petitioner's prayer for a declaration that the MOU remains valid and binding has to be understood in this limited interim manner. The Court is not finally deciding every issue on merits so as to bind the arbitral tribunal. But on the material available, the Petitioner has made out a strong prima facie case that the MOU dated 8 February 2023 was a concluded contractual arrangement, that the later Development Agreement was intended as a formal and implementing document, that the Respondents have not shown any contractual provision under which the MOU expired by efflux of time, and that the particular termination contingency provided in the MOU has not been shown to have occurred.

65. On the question of prima facie case, therefore, the position is in favour of the Petitioner. The Petitioner's case is supported by the language of the MOU as well as by the later conduct of the parties. The Respondents rely upon the fact that the Development Agreement was not executed and that the initial time periods were not complied with. On the material available, these facts are not sufficient to remove the obligations recorded in the MOU or to establish lawful termination.

66. The balance of convenience is in favour of the Petitioner. If no protection is granted and the Respondents are allowed to enter into a fresh redevelopment arrangement, appoint another developer or create third-party interests, the position of the property may change before the arbitration. Such changes may create complications which may not be reversed by a later money award. On the other hand, restraining the Respondents for the limited period required for the arbitral process only preserves the present position. It does not prevent the Respondents from raising their defences before the arbitral forum.

67. The third question is whether the prejudice can be compensated by money. The expenditure of the Petitioner may be capable of calculation. But losing the opportunity to develop this particular property under the agreed arrangement, followed by creation of third-party rights, is not the same as a money claim. The relief sought is not only for recovery of money. It is for preserving the subject matter of thel dispute.

68. I have considered that the Petitioner may not succeed in arbitration. That possibility cannot be ignored. But protection under Section 9 is not granted only when final success is certain. The Court has to see whether there is sufficient prima facie contractual basis and whether protection is necessary so that the dispute does not become more difficult or ineffective. On the material available, this requirement is satisfied. The Petitioner's case is supported by the arbitration clause in the MOU. The clause provides for disputes regarding interpretation, implementation and enforcement of the agreed terms to be referred to arbitration. Therefore, the parties contemplated that disputes under the MOU would be decided through arbitration. The Petitioner is not trying to create a new forum. It is seeking to preserve the position until the forum agreed between the parties considers the dispute.

69. The final submission of the Respondents that the Petitioner has no equity because it failed to complete the IOD process is rejected at this stage. The material does not show that the entire delay was caused only by the Petitioner. There are issues regarding documents from the Owners, amended plans, statutory requirements and continued cooperation which require examination. In these circumstances, it would not be safe to say that the Petitioner deliberately abandoned or breached the MOU merely because the project did not reach completion within the initial period contemplated. The material shows that the MOU contemplated a project having different stages continuing over time. The Developer was required to obtain approvals, use additional FSI and TDR, carry out construction and complete the redevelopment. Some of these obligations would arise only after earlier stages were completed. Therefore, failure to reach a later stage within the initial contemplated period cannot, without a clear termination provision, remove all contractual rights which had been created.

70. Having considered the submissions of both sides together, I am unable to accept the main contention of the Respondents that there was no concluded contract. I do not accept that the MOU lapsed merely because the Development Agreement was not executed or because the initial IOD milestone was not achieved within the period relied upon by the Respondents. I do not accept that Clause 5.5 by takes care of all statutory requirements before MMRDA or removes the reciprocal obligations of the parties which were necessary for continuing the project. The proper view, on the material before the Court, is that the MOU dated 8 February 2023 constitutes a concluded contractual arrangement between the parties concerning redevelopment of the subject property. The subsequent Development Agreement and related documents were contemplated as formal and implementing documents. The Respondents have not shown a contractual basis for saying that this arrangement ended merely by efflux of time. They have not established, at this stage, that the specific termination event under Clause 11 occurred. Therefore, the letter dated 29 June 2026 does not appear to have sufficient contractual basis. It must, however, be made clear that the final rights of the parties remain open for arbitration. This includes the final question regarding breach, the exact effect of the stipulated timelines, the obligations regarding MMRDA compliance, the effect of any subsequent transfer and all monetary consequences. These questions are not finally decided by the present findings. The findings are only for considering whether interim protection is necessary and to what extent, on the material placed before the Court.

71. Even with this limited approach, the Petitioner has established a strong prima facie case. The Petitioner's case is based on a written and signed document containing detailed terms. The document records consideration and substantial obligations. The Petitioner has acted upon it for a considerable period. The Respondents continued to participate in the project process and did not issue a clear termination until 29 June 2026. There is no demonstrated clause by which the MOU expired on the date or for the reason now stated. If the Respondents are allowed to proceed with another developer at this stage, the very subject matter which the parties have agreed to arbitrate may be changed. Third-party rights may come into existence before the arbitral tribunal has an opportunity to decide whether the MOU continues to bind the parties. This may defeat the purpose of interim protection.

72. For these reasons, I am satisfied that the Petitioner is entitled to interim protection against the Respondents acting upon their letter dated 29 June 2026 and against creation of third-party rights inconsistent with the Petitioner's rights in the subject property. This protection will, however, be subject to the Petitioner taking appropriate steps for commencement and prosecution of the arbitral proceedings within the period directed by the Court.

73. In the result, the Petition succeeds to the extent of the protective reliefs sought against the Respondents' letter dated 29 June 2026 and against creation of third-party rights inconsistent with the rights claimed by the Petitioner. The Petitioner's case that the MOU is a concluded and continuing contractual arrangement is accepted for the limited purpose of granting interim protection, subject to the final adjudication by the arbitral tribunal.

74. In view of the foregoing discussion and for the reasons recorded hereinabove, the following order is passed:

(i) The Petition is allowed in terms of prayer clauses (a) and (b);

(ii) Pending commencement and conclusion of the arbitration proceedings and subject to orders of the Arbitral Tribunal, the Respondents, their servants, agents, representatives, nominees, assigns and any person claiming through or under them are restrained from acting upon, implementing or giving effect to the letter dated 29 June 2026, by which the Respondents have purported to declare that the Memorandum of Understanding dated 8 February 2023 has “stood exhausted, lapsed and/or become incapable of performance by efflux of time”;

(iii) The Respondents are restrained from entering into any agreement or arrangement with any third party for redevelopment of the subject property, from appointing or recognising any other developer, and from creating any third-party rights or interests in the subject property which are inconsistent with or adverse to the rights claimed by the Petitioner under the Memorandum of Understanding dated 8 February 2023;

(iv) The above interim protection shall continue until the dispute is considered by the Arbitral Tribunal or until orders of the Arbitral Tribunal;

(v) The Petitioner shall take appropriate steps for invocation/commencement of the arbitration proceedings within a period of four weeks from today. The interim protection granted by this order shall be subject to the Petitioner taking such steps within the aforesaid period;

(vi) It is clarified that the observations and findings in the accompanying reasons are prima facie findings for the purpose of considering the present application under Section 9 of the Arbitration and Conciliation Act, 1996. The Arbitral Tribunal shall decide the disputes between the parties on their own merits and in accordance with law, without being influenced by any observation made in this order;

(vii) Prayer clause (d) seeking security for the expenses incurred by the Petitioner is not granted at this stage and is kept open for consideration in appropriate proceedings;

(viii) In view of the above, the Petition stands disposed of accordingly.

(ix) There shall be no order as to costs.