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TMI Blog2007 (7) TMI 708X X X X Extracts X X X X X X X X Extracts X X X X ..... tioners submitted their offer to acquire rights, title and interest in respect of the property of the respondents and deposited a sum of Rs. 2,00,00,000/-(Rupees Two crores only) with the respondent. Various other developers also submitted their offers. Meetings were held between the office bearers/representatives/members of the respondents and the representatives of the petitioners. The respondents requested certain revisions in the offer submitted by the petitioners. The petitioners submitted various revised offers from time to time. 5. On 7th August, 2005, the petitioner's offer was accepted. The petitioners were then granted rights in terms of the petitioner's offer dated 30th June, read with their letters dated 22nd July, 2005, 23rd August, 2005, 19th September, 2005, 30th September, 2005 and 25th October, 2005. 6. On 6th December, 2005, the respondents by their another letter dated 6th December, 2005 informed the petitioner that they were in process of drafting terms and conditions to be incorporated in the MOU and requested the petitioner to send them the proposed lay out and floor plan. The petitioners by their letter dated 6th December, 2005, accepted the grant o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ared from Rendercard, who are specialist in making 3D perspective images and the same were sent to the respondents in October, 2006. 10. On 9th October, 2006, ultimately, at a meeting held in the office of the Advocates of the respondent on 7th October, 2006, the terms of the MOU were mutually agreed upon by the parties. Accordingly, by a letter dated 9th October, 2006, the petitioners forwarded to the respondents the agreed MOU initiated by Mr.Vikas Oberoi, Director of the petitioners. 11. In a special General Meeting of the respondents held on 22nd October, 2006, all the terms and conditions (save and except some minor changes) to be incorporated in the MOU, were approved by the respondents' members. The Managing Committee was authorized to sign and execute the MOU. 12. The respondents by their letter dated 25th October, 2006 forwarded the final MOU to the petitioners and requested the petitioners to send the same back to the respondents after initialing the same. 13. On 1st November, 2006 the petitioner accepted the said minor changes suggested by the respondents, initialled two copies of the MOU, and by their letter dated 1st November, 2006 forwarded the same to the res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ghani, of the petitioners wherein the said Mr. Purohit once again sought to re-negotiate the terms, and threatened that if their demands are not met, the respondents would wriggle out the valid, binding, subsisting and concluded agreement and hence this petition. 24. Simultaneously upon this petition, by a letter dated 23rd April, 2007 the petitioners invoked the arbitration agreement and referred the disputes between the parties to arbitration. The petitioners appointed an arbitrator and called upon the respondents to appoint an arbitrator. 25. The respondents have denied and resisted even the existence of any binding contract based on the MOU and the above correspondences. 26. Admittedly, there is no signed MOU executed between the petitioners and the respondents. By letter dated 25.10.2006 the respondents-society has forwarded the draft MOU to be initialled by the petitioners, subject to suggested minor changes. In the special general meeting of the society on 22.10.2006 it was decided to go ahead with the NOC and signing of MOU based on the points suggested in the special general meeting held on 22.10.2006. There was alteration and modification going on even in the draft MOU ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... edly, this MOU is not only agreement between the society-respondent No. 1 and the petitioners. The requirement of NOC from the members and the clauses of MOU further shows that all concerned society members would be bound by this MOU and its terms and conditions. Therefore, such MOU cannot be said to be a final agreement or any agreement of contract of development as contended to claim any right or specific performance against respondents or its members. 29. Admittedly, in all the correspondences as referred in the petition and reply or rejoinder except the draft MOU in question there is no agreement for arbitration to refer such dispute. In the absence of any agreement in those correspondences, at this stage, it is difficult to accept the case of the petitioners and that they are entitled to invoke Section 9 of the Arbitration Act. The reliance on Firm Ashok Traders and Anr. v. Gurumukh Das Saluja and Ors. AIR 2004 SC 1433 is of no assistance to the petitioners. The facts are distinct and distinguishable. There was signed partnership agreement in that case. In the present case, there is no concluded contract as observed above, either based upon correspondence or MOU in question v ..... X X X X Extracts X X X X X X X X Extracts X X X X
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