Mr. Pradeep Dass vs Splendor Landbase Limited & Ors.

$~41
IN THE HIGH COURT OF DELHI AT NEW DELHI
*

Date of decision: 06.05.2026
+ O.M.P.(I) (COMM.) 188/2026 & I.A. 12319/2026 (Stay)
MR. PRADEEP DASS .....Petitioner
Through: Mr. Darpan Wadhwa, Senior
Advocate along with Mr. Shlok
Chandra, Mr. Amer Vaid, Ms.
Divita Vyas, Mr. Parikshit
Singh Bhati and Ms. Lolita
Crasta, Advocates.
versus

SPLENDOR LANDBASE LIMITED & ORS. ....Respondents
Through: Mr. Dayan Krishnan, Senior
Advocate along with Mr.
Saurabh Seth, Mr. Sukrit Seth,
Ms. Neelampreet Kaur, Mr.
Abhiroop Rathore and Mr.
Sukhvir Singh, Advocates.
Mr. Siddharth Bhatli, Mr.
Jayant Aggarwal, Mr. Md.
Hussain and Ms. Pratibha
Mishra, Advocates for Amritsar
Sky Builders.
CORAM:
HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
SHANKAR

% JUDGMENT (ORAL)

1. The present Petition has been instituted under Section 9 of the
1
Arbitration and Conciliation Act, 1996
, seeking the following
reliefs :

1
Act
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 1 of 12

“.....

a) Grant interim orders and/or direction in favour of the Petitioner
and against the Respondents and thereby restraining the
Respondent No.1, its agents, employees or any third party from
creating any third-party rights, alienating, transferring,
encumbering, or parting with possession of the Units Nos. 601-
611, 612-625, 701-711 and 711-725 in the Project Splendor
Epitome, Sector-62, Gurugram;
b) Direct the Respondent to deposit with the Registrar General of
this Hon'ble Court the total sum of Rs. 17,42,80,291 (Indian
Rupees Seventeen Crore Forty Two Lakh Eighty Thousand Two
Hundred Ninety One Only), being the assured
rentals/compensation payable to the Petitioner by the Respondent
till 31.01.2026;
c) Grant any other interim relief deemed just and proper in the facts
and circumstances of the case.”

2. Learned Senior Counsel appearing on behalf of the Petitioner
submits that the present Petition has been necessitated on account of
the conduct of the Respondents in seeking to terminate the allotment
and the contractual arrangements between the parties immediately
upon the institution of the present proceedings, as a counterblast to the
notice issued under Section 9 of the Act by the Petitioner. He submits
that the said notice under Section 9 was admittedly served upon the
Respondents on 27.04.2026, and the impugned termination letter came
to be issued immediately thereafter on 28.04.2026.
3. He further submits that in terms of Clause 7.10 of the
Agreement for Sale dated 26.03.2019, the Respondents are entitled to
terminate the Agreement only upon occurrence of the contingencies as
expressly stipulated under 7.10.1 thereof. The said clause 7.10.1 reads
as follows:
Events of Defaults by the Allottee and Termination of
“7.10
Agreement

7.10.1 The occurrence, happening or existence of any of following
events shall be considered as “Allottee’s Event of Default”:-
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 2 of 12

(i) The Allottee fails to make payments for 2 (two) consecutive
demands made by the Company as per the Schedule of Payments
as annexed alongwith this Agreement, despite notice being sent by
the Company for such demand;

(ii) The Allottee fails to make payments towards any additional
charges as may be required to be paid by the Allottee as per the
present Agreement and/or as per Applicable Law despite notice
being sent by the Company for such payment.”

4. Learned Senior Counsel appearing on behalf of the Petitioner
submits that neither the contractual trigger contemplated under Clause
7.10.1 nor the mandatory contractual procedure contemplated under
Clause 7.10.2 has been complied with prior to issuance of the
impugned termination letter.
5. He further submits that the conditions precedent stipulated
under the respective Second Supplemental Agreements were never
fulfilled and consequently the said agreements never became
operative. According to the Petitioner, the parties therefore continue to
remain governed by the earlier Supplemental Agreements.
6. He further contends that post the amendments to the Specific
Relief Act, 1963, enforcement of contractual rights concerning
immovable property has assumed greater significance and the
traditional approach that damages would constitute an adequate
remedy in every such case no longer holds absolute application.
7. In support of his submissions, Ld. senior counsel places reliance
upon the judgment of this Court in Rahul Bhargava v. Neo
2
Developers (P) Ltd. , which read as under:-
“28. In the present matter, the interim measures sought before the
Commercial Courts were confined to preservation of the allotted

2
2025 SCC OnLine Del 9567
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 3 of 12

commercial units, restraint on coercive actions such as cancellation
of allotment or creation of third-party rights, and protection against
enforcement of disputed and unexplained demands raised
subsequent to HARERA’s Orders. These reliefs are ancillary in
nature and are designed to ensure that the arbitral proceedings,
once initiated, are not rendered in vain or illusory.
*
36. In disputes involving immovable property, particularly in
the real estate sector, the need for interim protection assumes
heightened significance. Property, once alienated, encumbered or
subjected to third-party rights, may become impossible to restore to
its original position. The law, therefore, recognises that
preservation of the same is central to ensuring that the final
adjudication, whether by an arbitral tribunal or a statutory
authority, remains effective and enforceable.”

8. Reliance is also placed upon the judgment of this Court in DLF
3
Home Developers Limited v. Shipra Estate Limited , which reads as
under:-
“77. The explanation to Section 10 of the Specific Relief Act,
1963, prior to its substitution by virtue of the Specific Relief
(Amendment) Act, 2018 provided for a statutory assumption that a
breach of contract to transfer immovable property cannot be
adequately relieved by compensation in money. This is based on
the traditional common law assumption that no two pieces of land
are alike.”

9. He further submits that the allotment letters now sought to be
relied upon by the Respondents are all dated 30.04.2026, i.e.,
immediately subsequent to the issuance of the Impugned Termination
letter.
10. It is further contended that the said allotments are themselves
provisional in nature and that, despite the units being valued at
approximately INR 7,00,00,000/-, only nominal/token amounts
aggregating to approximately INR 35,00,000/- are stated to have been
paid in respect thereof. Learned Senior Counsel submits that a similar

3
2021 SCC OnLine Del 4902
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 4 of 12

pattern is reflected across all four allotment letters. He, therefore,
contends that these transactions are a mere sham, purportedly created
only with a view to defeat and frustrate the rights of the Petitioner.
11. Per contra , learned Senior Counsel appearing on behalf of the
Respondents opposes the grant of any interim relief and submits that
once the Agreements in question stand terminated, the same cannot be
specifically enforced in proceedings under Section 9 of the Act. It is
contended that the remedy, if any, available to the Petitioner would be
one in damages alone, and not restoration or continuation of
contractual relations. Learned Senior Counsel submits that the law in
this regard is well settled and consistently holds that a determinable
contract cannot be indirectly enforced by way of interim measures
under Section 9 of the Act.
12. Learned Senior Counsel further submits that the termination
was justified and effected strictly in terms of Clause 7.1 of the
Agreement for Sale, which confers a contractual right upon the
Respondents to terminate the arrangement in the event of occurrence
of force majeure circumstances. In support of the aforesaid
submissions, reliance is placed upon the judgments of the Hon’ble
4
Supreme Court in K.S. Manjunath v. Moorasavirappa as well as the
decisions of this Court in JLT Energy SAS v. Hindustan
5
Cleanenergy Ltd. and Bharat Catering Corpn. v. Indian Railway
6
Catering & Tourism Corp. Ltd. , to contend that a terminated contract
cannot ordinarily be revived or specifically enforced in proceedings
under Section 9 of the Act. Clause 7.1 of the Agreement reads as

4
2025 SCC OnLine SC 2378.
5
2026 SCC OnLine Del 1661
6
2009 SCC OnLine Del 1613.
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 5 of 12

under:
“7.1 Subject to the Allottee abiding by all the terms and conditions
under this Agreement including but not limited to timely payment
of all installments in terms of the Schedule of Payments as well as
other charges, levies etc. as provided for in this Agreement, the
Company shall complete the commencement of construction of the
Said Tower in which the Said Unit is situated within a period of 42
(fourty two months) with a grace period of 6 (six) months from the
execution of this Agreement. If however the completion of the Said
Unit and/or the Said Comp lex is delayed due to force majeure
conditions, then the Allottee agrees that the Company shall be
entitled to extension of time of delivery of possession of the Said
Unit to the extent that the force majeure conditions ceases. The
Company upon completion of the construction of the Said
Complex shall apply for Occupancy Certificate of Said Complex
with the competent authority while it sha !I initiate finishing
activities with respect to the said Tower. The obligation of the
Company for completion shall be deemed to have been achieved
upon the Company applying for Occupancy Certificate for the said
Complex (Completion Time).
The Allottee agrees and confirms that in the event it becomes
impossible of the Company to complete the said Tower within
which the Said Unit is situated or the Said Complex, within the
time frame stipulated in this agreement, due to force majeure
conditions, then the Company shall be entitled to terminate the
present Agreement and refund to the Allottee the entire amount
received by the Company ( other than payments to third parties
such as Pass Through Charges, brokerage, etc.), within such time
period as defined in the Act or Rules from the date of termination,
without any interest. After refund of money to the Allottee, the
Allottee agrees that he/she shall not have any rights, claims, etc.
against the Company and/or the Said Unit and/or the Said Complex
and the Company shall be released and discharged from all its
obligations and liabilities under this Agreement. It is specifically
agreed and understood that time taken by the competent authority
in granting Occupation Certificate after application of Occupation
Certificate shall not be deemed delay on the part of the Company.”

13. In particular, reliance has been placed upon Para 46 of the
supra
judgment in JLT Energy ( ), which reads as under:-
“46. Where, upon a prima facie examination of the contractual
framework and the material placed on record, the Court arrives at
the conclusion that the underlying agreement has ceased to subsist,
the jurisdiction under Section 9 cannot be invoked to grant interim
relief so as to resurrect or revive a terminated contract. Grant of
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 6 of 12

interim protection in such circumstances would amount to granting
final relief in the guise of an interim measure and would run
contrary to the settled principles governing Section 9.”

14. Reliance has also been placed upon Para 5 of the judgment in
Bharat Catering ( supra ), which reads as under:-
“5. Be that as it may, the scope and ambit of Section 9 is not to
restore the contract which has already been terminated. The
contract between the respondent and the petitioner created a
commercial relationship between the parties. The termination of
contract is one of the facets of the contract and as per contract
entered into between the parties, the contract could be terminated
by respondent for various reasons given therein. If the petitioner is
aggrieved by the act of the termination of the contract by
respondent and considers that the termination was bad or illegal,
the petitioner is at liberty to invoke the arbitration clause and claim
damages, if any, suffered by the petitioner.”

ANALYSIS
15. This Court has heard learned Senior Counsels appearing on
behalf of the parties and, with their able assistance, perused the
material placed on record.
16. At the outset, this Court is of the considered view that the
contemporary judicial approach in matters concerning commercial
contracts is to give full effect to the terms consciously agreed upon
between the parties. Equally, clauses relating to termination are
required to be construed in a manner consistent with the contractual
intent and the surrounding commercial framework. There can be no
inflexible or straitjacket proposition of law to the effect that, upon
termination of a contract, the aggrieved party is necessarily relegated
only to a claim for damages and can never seek protective relief. The
said position stands consistently recognized in a catena of decisions,
including the Judgment of the Hon’ble Supreme Court in K.S.
Manjunath ( supra ).
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 7 of 12

Prima facie
17. , in the present case, the sequence of events assume
significance. The present Petition under Section 9 of the Act was
27.04.2026
admittedly served upon the Respondents on , and the
Impugned Termination letter came to be issued immediately thereafter
28.04.2026 prima
on . At this stage, the chronology of events lends
facie
credence to the contention of the Petitioner that the impugned
action was retaliatory in nature and intended to defeat the contractual
rights asserted by the Petitioner.
18. This Court also takes note of the fact that the purported third-
party allotments are stated to have been issued immediately after the
impugned Termination and upon receipt of only nominal/token
amounts in respect of units stated to be valued at several crores of
rupees. Prima facie , in the considered view of this Court, such
bona fide
transactions do not inspire confidence as commercial
dealings undertaken in the ordinary course of business.
19. This Court further finds substance in the contention advanced
on behalf of the Petitioner that the right of termination could arise
only upon occurrence of the contingencies specifically contemplated
Prima facie
under Clause 7.10.1 of the Agreements. , no such
contingency appears to have been demonstrated from the material
presently placed on record.
20. This Court also takes note of the submission advanced on behalf
of the Petitioner that no demand notice, as contemplated under Clause
7.10.1, has been issued since the year 2019. Further, the contractual
mechanism envisaged under Clause 7.10.2, requiring issuance of
notice and continuation of default for a stipulated period of 90 days,
also does not appear to have been complied with prior to issuance of
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 8 of 12

the impugned termination letter.
21. This Court is also unable, at this stage, to accept the plea of
force majeure
sought to be urged on behalf of the Respondents. The
force majeure
alleged circumstance traces back to the COVID-19
period commencing in the year 2020. However, it is an admitted
position that the contractual relationship between the parties continued
thereafter, including the execution of the Second Supplemental
Agreements in February, 2024 and issuance of transfer certificates
dated 31.03.2025 . The Respondents, having continued to act under the
contractual framework long after the alleged force majeure event,
cannot now seek to invoke the same as a ground for termination in the
year 2026. Prima facie , therefore, the said contention appears
unsustainable. Paragraph 21 of the impugned termination letter is
extracted hereinbelow for ready reference:
“Further, the Agreement dated 26.03.2019 and other
agreements as stated in Para 1-3 above itself defines Force
Majeure to include events beyond the control of the
Developer/SLL. Read conjointly with the relevant termination
clauses including Clause 7.1 and allied provisions, our Client is
contractually entitled, in circumstances rendering completion
impossible or commercially frustrated, to terminate the
arrangement and refund the amounts received.”

22. The Court is of the view that the parties had admittedly entered
into a Second Supplemental Agreement subsequent to the onset of the
alleged force majeure circumstances, whereby the timelines stood
Prima facie
extended. , the subsequent conduct of the parties is itself
inconsistent with the Respondents’ present stand.
23. In view of the aforesaid, this Court is of the considered opinion
that interim protection is warranted in favour of the Petitioner. The
Petitioner has succeeded, at this stage, in establishing a prima facie
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 9 of 12

case. The balance of convenience also tilts in favour of the Petitioner,
and irreparable prejudice would ensue in the event third-party rights
are permitted to be created in respect of the subject units pending
adjudication.
24. Consequently, the impugned Termination letter shall remain
stayed pending further orders. The consequential allotments
purportedly made to third parties pursuant thereto shall also not be
Prima
given effect to during the pendency of the present proceedings.
facie , the said “consequential allotments” appear to constitute a device
to further what presently appears to be a mala fide termination of the
allotments in question, and therefore no further effect shall be
accorded thereto at this stage.
25. On the last date of hearing, this Court had directed the

subsequent allottee namely M/s Amrit Skyline Builders be informed
about today’s hearing. Consequently, Mr. Siddharth Bhatli, Advocate
appears on behalf of the said allottee.
26. Material on record indicates that the Agreement for Sale dated
26.03.2019 contemplated arbitration between the Petitioner and the
Respondent, containing arbitration clause being clause 24, which
reads as under:
“24. DISPUTE RESOLUTION
In case the Parties are unable to settle their disputes w ithin 15
(fifteen) days of int ima t ion of any dispute by either P arty, then all
or any disputes aris i ng out of or touching upon or i n re lation to th e
terms and con dition s of this Agreement includin g the i nterpretation
and val id ity of the terms thereof and respective rights and
obligations of the parties shall be settled through the Adjudicating
Officer appointed under this Act and Rules to the extent as
provided fo r in t he Au and Rules. All other disputes if any between
the parties shall be referred to arbitration before a Sole Arbitrator
to be appointed by the Chairman of the Company. The proceedings
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 10 of 12

of arbitration shall be governed by the Arbitration and Conciliation
Act, 1996. The proceedings of arbitrat io n shall be in English . The
venue/seat of arbitration shall be D elh i only. The cost of arbitration
shall be born e by the parties equally.”
27. At this stage, since the parties have mutually consented to the
adjudication of their disputes by way of Arbitration, this Court is of
the view that the commencement of arbitral proceedings to adjudicate
the disputes between the parties should not be unduly delayed.
28. Accordingly, in the peculiar facts of the present case, along with

the consent of the parties, the requirement of a separate notice under
Section 21 of the Act and initiation of separate proceedings under
Section 11 of the Act are dispensed with.
29. In view thereof, this Court is of the view that the matter may be
referred to arbitration by a Sole Arbitrator for the purpose of the
adjudication of the disputes between the parties.
30. Learned counsel appearing on behalf of the parties submits that
the value of the underlying disputes is approximately Rs. 50 Crores/-.
Hon’ble Mr. Justice Rajesh
31. Accordingly, this Court appoints
Bindal (Retd.), Former Judge of Hon’ble Supreme Court,
as the learned Sole Arbitrator to adjudicate the
disputes inter se the parties.
32. The learned Sole Arbitrator may proceed with the arbitration

proceedings, subject to furnishing to the parties the requisite
disclosures as required under Section 12(2) of the Act within one (01)
week of entering the reference.
33. The Registry is directed to forward a copy of this Order to the
learned Arbitrator through all permissible modes, including electronic
mode.
34. The learned Arbitrator shall be entitled to a fee in accordance as
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 11 of 12

may be agreed between the parties and the learned Arbitrator.
35. All rights and contentions of the parties are kept open, to be
decided by the learned Sole Arbitrator on merits, in accordance with
law.
36. Accordingly, the present Petition under Section 9 of the Act
shall be treated as an Application under Section 17 of the Act, and
appropriate directions may be passed by the learned Arbitrator upon
entering reference.
37. The learned Sole Arbitrator is requested to consider the said
application under Section 17 of the Act as expeditiously as possible.
38. Needless to state, nothing in this Order shall be construed as an
expression of opinion of this Court on the merits of the controversy.
39. Accordingly, the present Petition, along with pending

application(s), if any, stands disposed of in the aforesaid terms.


HARISH VAIDYANATHAN SHANKAR, J.

MAY 06, 2026/lp/kr/kv/ma


Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:14.05.2026
19:28:33
O.M.P.(I) (COMM.) 188/2026 Page 12 of 12