M/s Jain Housing & Constructions Limited v. Mr.V.Ramiah & Ors.

JUDGMENTM.SATHYANARAYANAN, JThe appellant is the applicant in O.A.No.807 of 2008 filed by himunder Section 9 of Arbitration and Conciliation Act, 1996 (In short“Arbitration Act”). Originally an order of interim injunction wasgranted on 29.7.2008 in O.A.No.807 of 2008 by this Court in favour ofthe appellant. The first respondent herein filed an application inA.No.3810 of 2008, the second respondent herein filed an application inA.No.3811 of 2008 for vacating the interim order. This Court vide acommon order dated 19.8.2008 had vacated the interim order granted inO.A.No.807 of 2008 and aggrieved by the same, the applicant therein,had preferred this appeal. 2. The facts which are necessary for the disposal of this appealare as follows:-For the sake of convenience, the array of parties as referred toin O.A.No.807 of 2008 is adopted here also. In the affidavit filed in support of O.A.No.807 of 2008, theapplicant averred that the first respondent had obtained power ofattorney on 17.4.1997 from the second respondent and their partners forthe purpose of selling, developing, submitting applications forplanning permission, reclassification, layout etc., pertaining to theirproperty situated at 98, Porur Village, comprised in R.S.No.25/1forming part of layout in LPDM/DTP No. 277 of 1973, admeasuring about2.95 acres of land. The first and second respondents and the partnersof the second respondent had also entered into joint developmentagreement dated 14.4.1997 to develop the property by puttingresidential flats on the said property. 3. In pursuant to the said understanding, the second respondenthad handed over all the documents and title deeds pertaining to theproperty to the first respondent, who in turn, submitted applicationsto CMDA and the local body for the purpose of getting planningpermission etc., to put up construction on the land. The ratio agreedbetween them with regard to the joint development was, originally 70 :30, which has been subsequently revised to 62: 38 which means that thefirst respondent shall construct and allot 38% of the constructed areato the second respondent, who in turn will convey 62% of the undividedshare of the land together with building proportionate to them, infavour of the party of the first part. 4. Since the applicant doing housing constructions and experiencein the said field, the first respondent agreed to entrust thedevelopment of the property for the purpose of putting up residential https://hcservices.ecourts.gov.in/hcservices/ flats on the said lands. Accordingly, a Memorandum of Understandingdated 14.7.2006 came to be entered into between the applicant and thefirst respondent. As per the terms of the said MOU, the firstrespondent requested the applicant to advance a sum of Rs.200.00 lakhsfor the purpose of settling the loan to M/s Global Trust Bank Ltd.,Mylapore Branch, which was subsequently amalgamated with Oriental Bankof Commerce. It was also agreed that the first respondent shall beentitled to be a fixed profit of Rs.300.00 lakhs apart from reimbursingthe land premium of Rs.65.00 lakhs paid to the land owners viz., thesecond respondent and the said amount shall not carry any interest. 5. In terms of the said MOU, the applicant paid 4 Pay Orders dated14.7.2006 amounting to a sum of Rs.85.00 lakhs, 40.00 lakhs, 40.00lakhs and 35.00 lakhs respectively, in all aggregated to a sum ofRs.2.00 Crores, drawn in favour of Karur Vysa Bank. It was also agreedthat the said amount of Rs.2.00 Crores should be credited towardsadvance payment with regard to the balance payment payable by theapplicant. On the date of signing MOU, Xerox copies of above said 4 PayOrders have been handed over to the first respondent and on deliveringthe original title deeds of the schedule mentioned property withappropriate No Due Certificate from the Oriental Bank of Commerce. 6. In terms of Clause 9 of the said MOU, the applicant took stepsto take measurements, dig test pits etc., and also done initial spadework for the purpose of putting up construction. Later on the originalPay Orders have been handed over to the first respondent, who realised3 Pay Orders aggregating to a sum of Rs.115.00 lakhs on 4.12.2006. Theconfirmation of the said payment was also intimated to the applicant bytheir bank vide letter dated 24.03.2007.7. The first respondent in spite of realisation of Rs.115.00 lakhsduring December 2006, has not evinced keen interest to proceed furtherin terms of the Memorandum of Understanding and therefore, theapplicant sent a letter dated 24.4.2007 with copies marked to thesecond respondent and their partners, requesting the first respondentto fulfil his obligation in terms of the said MOU. The said letter wasfollowed by an E.Mail dated 25.4.2007. The applicant later on came toknow that the first respondent has not encashed the Pay Order for a sumof Rs.85.00 lakhs to be payable to Oriental Bank of Commerce to clearthe dues for the purpose of getting back the original title deeds. 8. However, to the shock and surprise of the applicant, the firstrespondent without informing the applicant, started putting upconstructions by laying foundations and erecting columns and fearingthat the rights and interest of the applicant are put in to peril, hadfiled an application in O.A.No.807 of 2008 and obtained interim orderson 29.7.2008, restraining the respondents from doing constructions forthe purpose of development, alienating or encumbering the propertysituated in R.S.No.25/1, admeasuring about 2.95 acres situated in Porur https://hcservices.ecourts.gov.in/hcservices/ Village, pending disposal of the arbitral proceedings in terms of MOUdated 14.7.2006. 9. The first respondent has filed his counter and also filed anapplication in A.No.3810 of 2008 to vacate the said interim order. Inthe counter affidavit of the first respondent, the following objectionshave been taken in respect of maintainability of the application inO.A.No.807 of 2008 filed under Section 9 of the Arbitration Act:(a)The suit property is situated outside the jurisdiction of thisCourt and hence the District Court, Chengalpattu will alonehave jurisdiction to entertain the said petition. (b)MOU dated 14.7.2006 entered into between the applicant and thefirst respondent is not an equity contract.(c)The Applicant is a company registered under the Companies Actand that the MOU was not attested by the Company Secretary ofthe Company or any authorised Officer of the Company had signedthe said MOU and the Common Seal of the Company was also notaffixed, which would show that the MOU was never intended to beconcluded contract or agreement. (d)Since MOU deals with the immovable property and that it has notbeen registered under Registration Act, it is not enforceable. (e)The original of MOU dated 14.7.2006 has not been filed and assuch the application under Section 9 of the Arbitration Act isnot maintainable. (f)The application is liable to be dismissed for mis-joinder andnon-joinder of parties and that the second respondent is not aparty to MOU, which contains the Arbitration Clause andtherefore, the application is not maintainable. 10. On the merits of the case, the first respondent contended thatthe MOU dated 14.7.2006 intended to be a preliminary agreement and as aprelude to enter into a further/final agreement and admittedly no finalagreement has been entered into between the applicant and the firstrespondent. 11. As regards the receipt dated 14.7.2006, it is stated by thefirst respondent that it is a forged and fabricated one to mislead thisCourt and he denied the execution of such a receipt. With regard tothe averment that in pursuant to MOU the applicant was allowed to enterinto schedule mentioned property and done soil testing etc., it isstated by the first respondent that the said clause come into operationonly on execution of the joint development agreement and since it hasnot come into existence, the applicant cannot claim any right. 12. It is further averred by the first respondent that since theland owners had not agreed to the proposed joint development betweenthe first respondent and the applicant, the amount of Rs.85.00 lakhsgiven by the applicant for settling the dues of Oriental Bank of https://hcservices.ecourts.gov.in/hcservices/ Commerce has not been presented and it was also returned during secondweek of January, 2007 to the applicant. 13. The first respondent further stated that it was made veryclear to the applicant that the MOU was entered into by him with theapplicant only in his individual capacity and not as power agent of theland owners and since MOU could not be taken forward for want ofconsent from all the land owners, it has become inoperative. 14. The first respondent also averred that on 9.1.2008, heinformed the applicant that he was ready to repay a sum of Rs.115.00lakhs paid under three Pay Orders to him and realised by him along witha sum of Rs.20.00 lakhs as additional charges, but it was refused to bereceived by the applicant and it also demanded a huge compensation.The first respondent further averred that the application under Section9 of the Arbitration Act came to be filed nearly after two years andthe construction is underway and it has also reached the level of stiltand sale of substantial flats have also been done. In that connection,an additional affidavit was also filed by the first respondent withregard to the present status of construction. 15. The second respondent has also filed his counter and also tookout an application in A.No.3811 of 2008 for vacating the interim ordersgranted in O.A.No.807 of 2008. 16. In the counter affidavit filed on behalf of the secondrespondent, it is averred that the second respondent had purchased anextent of 14 cents only by way of sale deed dated 15.3.1995 and thesaid land was a part of larger extent which came to be conveyed by theIX Assistant City Civil Judge, Chennai in terms of decree for specificperformance. 17. It is further averred by the first respondent that with regardto the proposal for joint development, by the first respondent with theapplicant, it was not accepted and it has been made very clear that theconstruction cannot be jointly done by the first respondent with theapplicant. The first respondent was not authorised to enter into anyMOU with any third party or builder for joint development. 18. It is also averred in the counter affidavit of the secondrespondent that it is not a party to the MOU and therefore the clauseincluding the Arbitration clause will not bind them. As regards thebalance of convenience, it is averred that the construction has reachedthe level of stilt, and since it is a time bound constructionprogramme, any disturbance would affect the stipulated and timelycompletion of the building and therefore, the second respondent prayedfor vacating the interim orders. 19. The applicant had filed its reply to the said counter https://hcservices.ecourts.gov.in/hcservices/ affidavits contending among other things that they were informed by thefirst respondent that he has obtained oral consent from all the landowners for the proposed development to be carried out on the above saidproperty and substantially a sum of Rs.2.00 Crores were also advancedin favour of the first respondent and that the first respondent wasauthorised by all the land owners to do any activities which includedconstruction. 20. The learned Judge after taking into consideration theaverments made in the application, counter affidavits and replyaffidavit and after hearing the submissions of the respective counsel,held that in the absence of the parities who are not parties to theMOU, the application is not maintainable. 21. It has been further held that the MOU is not executed betweenthe first respondent and the applicant under the authority given to thefirst respondent by the second respondent and others and in any event,the MOU was executed by the first respondent in his individual capacityonly and not on behalf of the land owners. The learned Judge furtherheld that there are materials to show that at any point of time, thesecond respondent empowered the first respondent to go ahead with theengaging of services of any third party in contrary to the terms of theagreement entered into between the first and second respondent andother land owners. It has been categorically held by the learned Judgethat when the second respondent owns only 14 cents, the applicant isnot entitled to seek interim orders in respect of the entire extent of2.95 acres in which the right and interest of the other land owners arethere. The learned Judge for the said reasons and other reasons, hadvacated the interim orders and dismissed the O.A.No.807 of 2008 andconsequently, allowed the applications filed by the respondents inApplication Nos. 3810 and 3811 of 2008. The present appeal ispreferred by the applicant challenging the dismissal of his applicationin O.A.No.807 of 2008. 22. Heard the submissions of Mr.T.V.Ramanujun, learned seniorcounsel appearing for Mr.R.Mohan-learned counsel appearing for theappellant, Mr.R.Muthukumarasamy, learned senior counsel appearing forMr.S.R.Rajagopal, learned counsel appearing for the first respondent,Mr.P.S.Raman, learned senior counsel appearing for M/s. V.Pushpa andV.Palanisamy, learned counsel appearing for the second respondent andalso perused the materials available on record in the form of typed setof documents. 23. In terms of the decree obtained in O.S.No.1951 of 1993 filedfor specific performance of agreement of sale dated 5.5.1978(Registered as document No.1376/1995 dated 15.3.1995, came to beexecuted by the learned XV Assistant City Civil Judge, in-charge of IXAssistant City Civil Judge in favour of City Lando Corporation (secondrespondent), M.N.Mark Pillay, R.Joseph Arulanandam, S.Jesu Viyana Raj, https://hcservices.ecourts.gov.in/hcservices/ S.Charles, V.R.F.Paulraj,V.R.Pushpa Raj and Tmt.Malathi Xavier. As perthe schedule annexed to the said sale deed, the above said purchasersgot the following extent:SchedulePurchasersExtent"B"City Lando Corporation 0.14 cents"C"M.N.Mark Pillay0.35 cents"D"R.Joseph Arulanandam0.44 cents "E"S.Jesu Viyanna Raj0.24 cents"F"S.Charles0.44 cents"G"V.R.F.Paul Raj0.45 cents"H"V.R.Pushpa Raj0.45 cents"I"Mrs.Malathi Xavier0.44 cents-----Total2.95 acres-----The second respondent firm was represented by Thiru.V.M.Rajendran inhis capacity as the Managing Director. Some of the purchasers viz.,V.R.F.Paul Raj, and V.R.Pushpa Raj are sons of V.M.Rajendran. 24. The above said parties after getting the sale deed dated15.3.1995, entered into an agreement for development dated 14.4.1997with the first respondent. Clause No.19 of the said joint developmentagreement as is extracted below:-"19. The Party of the SECOND PART/PROMOTER speificallyagrees for the following:a) To use good building materials to the entireconstruction.b) To construct the entire construction floorwise and tocomplete the work simultaneously in all Flats/Apartmentsfloorwise.c) Not to make the OWNERS/Parties of the FIRST PARTliable for any loss or damage whatever that may be in thisscheme. d) Not to make the OWNERS/Parties of the FIRST PARTliable for any damages or claim from the sub-contractors orworkmen or suppliers of building materials etc.e) Not to deviate from the plan approved by the CMDA,Corporation of Chennai or Local Municipal or PanchayatAuthority.f) To take the entire care and sole responsibility forthe construction work which include the responsibility,liability towards the cost of construction, buildingmaterials, labours, workmen, sub-contractors and engineers.g) To perform the entire undertaking given above as perspecifications mentioned in Annexure hereunder and to performthem without committing any default or breach. https://hcservices.ecourts.gov.in/hcservices/ h) Not to assign this work to any third Party. "As per sub clause (h) of clause No.19, the first respondent herein isdirected not to assign the work of the development of the property toany third party. Each of the above said parties had also givenindividual power of attorney dated 17.4.1997 in favour of the firstrespondent pertaining to their individual share. The above saidparties had also executed a Memorandum of gift deed dated 13.11.2006in favour of the Executive Officer, Porur Special Town Panchayatagreeing to transfer the roads and other open spaces described in theschedule annexed to the said deed in favour of the said local body. Itwas also followed by a open reservation gift deed dated 4.1.2007executed by the above said persons in favour of CMDA, wherein theyconveyed the land admeasuring 1026.28 sq.mts. in S.No.25/1A towardsopen space reservation. 25. The first respondent in terms of the agreement for developmentdated 14.4.1997, had made necessary application to the CMDA and otherlocal body for planning permission etc. The contention put forth bythe learned senior counsel appearing for the appellant that theMemorandum of Understanding dated 14.7.2006, extracted between theapplicant and the first respondent is complete in all respects andtherefore it is enforceable in our considered opinion, isunsustainable. It is useful to refer clause 11 and 12 of theMemorandum of Understanding dated 14.7.2006, which is extracted below:- "11. Both the parties hereto agree that a Detailed Agreementor such other documents shall be executed between themselvesupon obtaining approvals from CMDA or before thecommencement of the construction, to be mutually decided. 12. The other terms such as, identifying the flats to behanded over to the landowner through the Party of the FirstPart shall also be decided before execution of a detailedagreement by the parties herein. " 26. A perusal of the above clause would reveal that theapplicant and the first respondent had agreed that a detailed Agreementor such other documents shall be executed between them upon obtainingapprovals from CMDA or before commencing of the construction to bemutually decided and other terms regarding identification of flats tobe handed over to the land owners through the applicant shall also bedecided before execution of a detailed agreement by the said parties.Clause No.13 also makes it clear that the Memorandum of Understandingdated 14.7.2006 shall remain in force until the detailed agreement isentered into between the applicant and the first respondent subject tothe party of second part handing over the advance of Rs.200.00 lakhs tothe first respondent to settle the liabilities. Admittedly, nofurther/detailed agreement came to be executed between the first https://hcservices.ecourts.gov.in/hcservices/ respondent and the applicant. No doubt, the applicant had paidRs.200.00 lakhs by way of four separate Pay Orders and a Pay Order fora sum of Rs.85.00 lakhs pertaining to the settlement of dues to theOriental Bank of Commerce after getting back the original title deedsof the property. Admittedly, the said Pay Order was not realised andaccording to the learned counsel appearing for the first respondent thesaid Pay Order was also returned to the applicant. It is also admittedby the first respondent that he realised a sum of Rs.115.00 lakhsduring December 2006 as during November 2006, the original Pay Ordershave not been given to him. According to the first respondent, sincethe land owners have not agreed for joint development with theapplicant and that the Memorandum of Understanding dated 14.7.2006 wasexecuted by him in his individual capacity, he was not in a position toproceed further in terms of the said agreement. He has also madeoffer as early as on 9.1.2008 to return a sum of Rs.115.00 lakhs andalso a sum of Rs.20.00 lakhs as additional charges but it was refusedto be received by the applicant on account of demand of hugecompensation, the said averment is available in paragraph No.19 of thecounter affidavit filed by the first respondent. 27. A perusal of the sale deed dated 15.3.1995 executed by theCity Civil Court in favour of the second respondent and 8 other personsin pursuant to the decree for specific performance would reveal thateach of the persons owned separate extent of land which in allaggregating to 2.95 acres in different settlees. In so far as thesecond respondent is concerned it owns only 14 cents. As per the termsof the development agreement dated 14.4.1997 entered into between thesecond respondent and 7 others and the first respondent, the firstrespondent cannot assign the work of development to any third party.In the light of sub-clause No.(h) of clause No.19 of the agreement fordevelopment dated 14.4.1997, we find no difficulty in arriving at afinding that the Memorandum of Understanding was entered by the firstrespondent with the applicant in his individual capacity and admittedlythe other land owners are not parties of the said agreement and thatthe second respondent owns 14 cents of land out of 2.95 acres.Therefore, the Memorandum of Understanding dated 14.7.2006 entered intobetween the first respondent and the applicant in no way binds the landowners. That apart, the arbitration clause contained in the said MOUcannot be invoked against the land owners as admittedly they are notparties. 28. In this connection, it is useful to refer the followingjudgments:-(a) (2003) 5 SCC page 531- Sukanya Holdings (P) Ltd. vs. JayeshH.Pandya and another.(b) (2007) 5 SCC page 510 - India Household and Health care Ltd.vs. LG Household and Healthcare Ltd. https://hcservices.ecourts.gov.in/hcservices/

29. The facts of the decision reported in (2003)5 SCC page 531-Sukanya Holdings (P) Ltd. vs. Jayesh H.Pandya and another are that theappellant therein filed an application under Section 8 of theArbitration Act and it was opposed by the first respondent therein bycontending that the subject matter of the suit is not between thecontracting parties and the reliefs are claimed not only against therespondents 1 and 2 who are contracting parties but are claimed againstthe remaining 23 parties who are purchasers/so called tenants of thedisputed flats. The High Court of Bombay has rejected the applicationfiled under Section 8 of the Arbitration Act and the matter was takenup to the Hon’ble Supreme Court of India, by way of an appeal and ithas been held as follows:" For interpretation of Section 8, Section 5 would have nobearing because it only contemplates that in the mattersgoverned by Part I of the Act, the judicial authority shallnot intervene except where so provided in the Act. ExceptSection 8, there is no other provision in the Act that in apending suit, the dispute is required to be referred to thearbitrator. Further, the matter is not required to bereferred to the Arbitral Tribunal, if: (1) the parties to thearbitration agreement have not filed any such application forreferring the dispute to the arbitrator; (2) in a pendingsuit, such application is not filed before submitting firststatement on the substance of the dispute; or (3) suchapplication is not accompanied by the original arbitrationagreement or duly certified copy thereof. This would,therefore, mean that the Arbitration Act does not oust thejurisdiction of the civil court to decide the dispute in acase where parties to the arbitration agreement do not takeappropriate steps as contemplated under sub-sections (1) and(2) of Section 8 of the Act. Secondly, there is no provision in the Act when thesubject-matter of the suit includes subject-matter of thearbitration agreement as well as other disputes, the matteris required to be referred to arbitration. There is also noprovision for splitting the cause or parties and referringthe subject-matter of the suit to the arbitrators.Thirdly, there is no provision as to what is required tobe done in a case where some parties to the suit are notparties to the arbitration agreement. As against this, underSection 24 of the Arbitration Act, 1940, some of the partiesto a suit could apply that the matters in difference betweenthem be referred to arbitration and the court may refer thesame to arbitration provided that the same can be separatedfrom the rest of the subject-matter of the suit. The sectionalso provided that the suit would continue so far as itrelated to parties who have not joined in such application. The relevant language used in Section 8 is: "in a matter https://hcservices.ecourts.gov.in/hcservices/ which is the subject of an arbitration agreement". The courtis required to refer the parties to arbitration. Therefore,the suit should be in respect of "a matter" which the partieshave agreed to refer and which comes within the ambit ofarbitration agreement. Where, however, a suit is commenced -"as to a matter" which lies outside the arbitration agreementand is also between some of the parties who are not partiesto the arbitration agreement, there is no question ofapplication of Section 8. The words "a matter" indicate thatthe entire subject-matter of the suit should be subject toarbitration agreement. The next question which requires consideration is - evenif there is no provision for partly referring the dispute toarbitration, whether such a course is possible under Section8 of the Act. In our view, it would be difficult to give aninterpretation to Section 8 under which bifurcation of thecause of action, that is to say, the subject-matter of thesuit or in some cases bifurcation of the suit between partieswho are parties to the arbitration agreement and others ispossible. This would be laying down a totally new procedurenot contemplated under the Act. If bifurcation of thesubject-matter of a suit was contemplated, the legislaturewould have used appropriate language to permit such a course.Since there is no such indication in the language, it followsthat bifurcation of the subject-matter of an action broughtbefore the judicial authority is not allowed. Secondly, such bifurcation of suit in two parts, one tobe decided by the Arbitral Tribunal and the other to bedecided by the civil court would inevitably delay theproceedings. The whole purpose of speedy disposal of disputeand decreasing the cost of litigation would be frustrated bysuch procedure. It would also increase the cost oflitigation and harassment to the parties and on occasionsthere is possibility of conflicting judgments and orders bytwo different forums."For the said reasons, the Hon’ble Supreme Court of India, has dismissedthe said appeal. 30. The facts pertaining to the decision reported in (2007) 5 SCCpage 510 - India Household and Health care Ltd. vs. LG Household andHealthcare Ltd are that an application was filed under sub-sections (5)and (6) of Section 11 of the Arbitration and Conciliation Act 1996 forappointing an arbitrator, since the respondent has failed to do so.The said petition was opposed by the respondent contending that thesaid agreement was preceded by an MOU dated 1.11.2003 and the said MOUand the license agreement dated 8.5.2004 are vitiated by fraud. ThisCourt has granted interim orders which were also made absolute. TheHon’ble Supreme Court of India in the said decision has considered https://hcservices.ecourts.gov.in/hcservices/ Sukanya Holdings(P) Ltd., vs. Jayesh H.Pandia (cited supra) and alsotaken into consideration Rashtriya Ispat Nigam Ltd. vs. Verma TransportCo., reported in (2006)7 SCC 275 and approved the Sukanya Holdings Pvt.Ltd., case reported in (2003)5 SCC 531. The Supreme Court of India ina decision reported in 2006(8) Supreme page 575 - Sandeep Kumar &Others vs. Master Ritesh & Others, took a similar view. In the lightof the ratio laid down in the said decisions the arbitration clausecontained in MOU dated 14.7.2006 will not bind the land owners andtherefore the application under Section 9 of the Arbitration Act is notmaintainable. 31. The power of attorney executed by each of the land owners wasonly for the purpose of effecting sale of an undivided share of 70%but it cannot bind the first respondent or the land owners. 32. It is vehemently contended by the learned senior counselappearing for the first and second respondents that since the propertyis situated outside the territorial jurisdiction of this Court, anapplication under Section 9 of the Arbitration Act cannot bemaintained. The first respondent has admitted the execution ofMemorandum of Understanding dated 14.7.2006 and specifically averred inhis counter that the MOU was entered in his personal capacity and sincethe land owners had not consented for joint development with theapplicant, he could not proceed further in terms of the said MOU.Admittedly, the said MOU came to be entered into at Chennai and theArbitration clause goes with the terms of the agreement and not withregard to the location of the property. Therefore, we are of the viewthat application filed under Section 9 of the Arbitration Act for thepurpose of territorial jurisdiction, is maintainable before this Court.33. In view of the rival contentions, we have to see as to whetherthe applicant is prima facie entitled for interim orders. It is aknown position of law that for granting interim relief under Section 9of the Arbitration Act, the applicant has to satisfy the similaringredients for grant of interim orders under Order 39 Rule 1 and 2of CPC. The right of the applicant if any, flows from the Memorandumof Understanding dated 14.7.2006 and we have already recorded thereasons that the Memorandum of Understanding is not a concludedagreement as clause No.11 to 13 would state about the execution of adetailed agreement or such other document between the first respondentand the applicant. No doubt, the first respondent has realised threePay Orders amounting to Rs.115.00 lakhs and the offer made by him tobe refund the said sum along with additional charges of Rs.20.00 lakhswas rejected by the applicants. In the absence of the detailedagreement or such other agreements between the first respondent andthe applicant, no rights accrued in favour of the applicant for thedevelopment of the property except to the extent that he is entitledto a sum of Rs.115.00 lakhs with interest. https://hcservices.ecourts.gov.in/hcservices/

34. In view of the averments in paragraph No.19 of the counteraffidavit of the first respondent, we direct the first respondent topay a sum of Rs.115.00 lakhs with additional charges of Rs.25.00 lakhsin aggregating to a sum of Rs.140.00 lakhs to the applicant by way ofPay Order or Demand Draft and it is open to the applicant to receivethe same without prejudice to his rights. 35. As regards the delay in commencing of arbitral proceedings, weare not expressing any opinion as it requires factual adjudication. 36. In the result, the Original Side Appeal is dismissed,confirming the order dated 19.8.2008 passed in O.A.No.807 of 2008. Butin the circumstances, there will be no order as to costs. 37. The observations/findings given above are only for the purposeof disposal of this appeal and it cannot be taken as an expression ofany opinion touching upon the merits of the contentions to be putforth by the parties in appropriate legal proceedings. Sd/Asst.Registrar/true copy/Sub Asst.Registrargr.ToThe Sub Asst. Registrar,Original Side, High Court, Chennai.+1cc to Mr.R.Mohan,Advocate Sr2549+1cc to Mr.S.R.Rajagopal, Advocate Sr 3149+1cc to M/s.V.Pushpa, Advocate Sr 2704KU (CO)km/2.2.O.S.A.No.384 OF 2008