S&S FOUNDATIONS PRIVATE LIMITED Vs. MR.S.GNANASEKARAN

JUDGEMENT

(1.) The claimant before the learned Arbitrator has filed this appeal challenging the impugned order passed by the learned Single Judge in ARB O.P.(Comm.Division) No.76 of 2021, dtd. 17/12/2021, reversing Award dtd. 29/5/2019 passed by the learned Arbitrator.

(2.) Mr.Vijaynarayan, learned Senior Counsel, for Mr.P.J.Rishikesh, learned counsel for the claimant/appellant, submitted that the appellant company being one of the pioneers in real estate business, have successfully developed several projects in and around Chennai City and earned a reputation among the business circle in developing prime real estate projects within Chennai City and they have also attained unassailable reputation in the field of construction, due to which, many persons have come forward to work in collaboration with the appellant company. While the appellant company was looking for the property to develop in the proximity of the Grand Southern Trunk (GST) Road, the respondents had approached them in the year 2013 with a proposal to procure the lands in Melmaruvathur locality representing that they have wide contacts in that locality and therefore, they would be in a position to procure the lands measuring upto 120 acres for development into a township. Hence, based on such promise given by them, the appellant company entered into a Memorandum of Understanding (in short "MoU") dtd. 9/5/2013, whereupon the respondents have agreed to procure 120 acres of land in a continuous and contiguous manner for the development of residential/commercial layout as per Clause 9 of the MoU. Subsequently, the appellant prepared a detailed sketch showing the entire 120 acres of land, however, the respondents have put them in a precarious situation by procuring the lands in a haphazard and non-contiguous manner.

(3.) Continuing further, learned Senior Counsel argued that it was mutually agreed upon by the parties by way of Clause 12(a) and 12(b) of the MoU that after completion of the entire project, the respondents shall be allotted to an extent equivalent to 26.1% per acre by allotting any plot of any size and the appellant shall be allotted to an extent equivalent to 73.9% per acre. The respondents undertook to procure an extent of 120 acres of lands in Sothupakkam, Sirunagalur and Oonamalai Village in several survey numbers measuring upto an extent of 120 acres as provided in Schedule A and B of the MoU dtd. 9/5/2013. It is further submitted that out of 120 acres, 34.38 acres were already purchased and held by the respondents and another 4.90 acres were held by the respondents by way of agreement and in toto, they were having 39.28 acres. Besides, the parties have mutually fixed the sale consideration of those lands at Rs.25.00 lakhs per acre for the entire 120 acres of the schedule mentioned properties and that the cost of the entire procurement came up to Rs.30.00 crores and the said sum was agreed to be paid by the appellant to the respondents as per the conditions prescribed in the MoU. Thereafter, on the date of executing the MoU on 9/5/2013, a sum of Rs.60.00 lakhs was paid to the third respondent and the balance sale consideration was agreed to be paid during the progress of the project, besides, it was agreed that the registration charges and stamp duty for the entire conveyance shall be borne by the appellant.