Om Shanti Properties vs Municipal Corporation Of Greater Mumbai

CNR No : HCBM020288312025

2026:BHC-OS:23160-DB
Digitally
signed by
MAYUR
KONDIRAM
ADANE
Date:
2026.10.26
18:19:22
+0530
MAYUR
KONDIRAM
ADANE
1 15-WP-4824-2025 JF.docx

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
WRIT PETITION NO. 4824 OF 2025
1. Om Shanti Properties
2. Bharat Chhaganlal Jain
3. Kishore Chhaganlal Jain ...Petitioners
Versus
1. The Municipal Corporation of Greater Mumbai,
2. The Commissioner,
The Municipal Corporation of Greater Mumbai,
3. The Assistant Commissioner Estates Department,
4. Parijat Co-operative Housing Society Limited,
5. The State of Maharashtra ...Respondents
...
Mr. Rohan Sawant a/w Mr. Raunak Shirsekar, Ms. Gauri Joshi,
Mr. Sushant Pandey i/b. Ganesh & Co. for the Petitioners.
Ms. K.H. Mastakar for the Respondent Nos.1 to 3.
Mr. Ashish Kamath, Sr. Counsel a/w Mr. Shlok Parikh i/b.
Mr. Abhay Parab for Respondent No.4.
Smt. Lavina Kripalani, AGP for Respondent – State.
...
CORAM : MAHESH CHANDRA TRIPATHI, CJ. &
ADVAIT M. SETHNA, J.
th
RESERVED ON : 29 SEPTEMBER, 2026.
th
PRONOUNCED ON : 26 OCTOBER, 2026.
Pallavi/Mayur/Ashwini
1/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

2 15-WP-4824-2025 JF.docx

JUDGMENT (Per Advait M. Sethna, J.) :-
1. Rule. Rule made returnable forthwith with the consent of
parties.
2. This Writ Petition is preferred by the Petitioners for the
following substantive reliefs:
“(a) That this Hon’ble Court by issuing Writ of mandamus or any
other Writ in the nature of mandamus, Order and Direct the
Respondent No.1 to forthwith mandatorily renew the LOI
bearing No.AC/Estates/341/AO (Soc.) being Exhibit N-2,
which was last renewed till 2022 and deemed to have been
renewed till April 2024 with regard to the project for
redevelopment on the Plot bearing C.S. No.761 situated at
151, Sanaswadi, Dr. Babasaheb Ambekar Road,
Kalachowki, Chinchpokli, Mumbai-400 033;
(b) That this Hon’ble Court by Writ in the nature of mandamus
order and direct the Respondent No.1 to 4 to cancel and set
th
aside the decision and order of Termination Letter dated 11
February, 2025 being Exhibit H with regard to redevelopment
project of the plot bearing C.S. No.761 situated at 151,
Sanaswadi, Dr. Babasaheb Ambekar Road, Kalachowki,
Chinchpokli, Mumbai – 400033;
(c) That appropriate Writ or direction or order be passed
declaring that the consent given by the individual tenants
th
and the Development Agreement dated 7 June, 2024 being
Exhibit-D signed and executed by the Respondent No.4
Society is irrevocable and binding upon the Respondents and
that the Petitioners is entitled for renewal of LOI being
Exhibit N-2 and is further entitled for setting aside and
th
cancellation of the Termination Letter dated 11 February,
2025 being Exhibit H with regard to project for the plot
bearing C.S. No.761 situated at 151, Sanaswadi, Dr.
Babasaheb Ambekar Road, Kalachowki, Chinchpokli,
Mumbai – 400033;
(d) That appropriate Writ or direction or order be passed
declaring that the consent given by the individual tenants
and occupants of the said property and the Development
th
Agreement dated 7 June, 2024 being Exhibit-D signed and
executed by the Respondent No.4 Society is irrevocable and
binding upon the Respondent No.1 to 3 thereby entitled the
Petitioners to undertake the re-development of the said Plot
bearing C.S. No.761 situated at 151, Sanaswadi, Dr.
Babasaheb Ambekar Road, Kalachowki, Chinchpokli,
Pallavi/Mayur/Ashwini
2/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

3 15-WP-4824-2025 JF.docx

Mumbai – 400033;”
(e) That by exercising the writ jurisdiction, this Hon’ble Court
may call for all the papers related to re-development of the
project on the Plot bearing C.S. No.761 and LOI bearing
No.AC/Estates/341/AO.
I. Factual Matrix:
3. The facts necessary for adjudication of this Petitions are
noted below:-
4. The present case concerns the redevelopment of property on
plot bearing C.S. No.761 of Mazgaon Division, “E” Ward situated at
151, Sanaswadi, Dr. Babasaheb Ambedkar Road, Kalachowki,
“Subject Property”
Chinchpokli, Mumbai – 400 033 ( for short).
The subject property comprises of two buildings, ﬁrst Building,
known as 151 - the Sanas Building with 14 shops, and the
Second Joint Building, known as “A” and “B” Buildings. Apart
from these buildings, there are other structures, including one
Baithi Chawl, 19 garages, two temples, one gymnasium, two
godowns, etc. Respondent No. 4 – Society is the Co-operative
Housing Society having around 181 members who are the
occupants of their respective tenements on the subject property
under redevelopment.
5. The record bears out that such redevelopment of the subject
property is governed by the provisions of the Regulation of 33(7) of
Pallavi/Mayur/Ashwini
3/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

4 15-WP-4824-2025 JF.docx

the Development Control Regulations, 1991 ( “DCR, 1991” , for
short).
st
6. On 31 March 2008, the erstwhile partners of the Petitioners
No.1 - ﬁrm were formally appointed as Developers for re-
development of the subject property. Accordingly, the Improvement
Committee of the Respondent – Corporation issued a Resolution in
st
this regard, on 31 March 2008. Pursuant to the above, the initial
th
Letter of Intent ( ‘LOI’ for short) dated 10 April 2008 was issued
by the Respondent - Corporation in favour of the erstwhile
partners of the Petitioner No.1 - ﬁrm, in respect of redevelopment
of the subject property.
7. The Respondent – Corporation issued a Show Cause Notice
th
dated 19 June 2017 to the erstwhile partners of the Petitioner
No.1 - ﬁrm setting out their inaction in regard to the
redevelopment of the subject property. Subsequently, by a letter
th
dated 16 July 2018, the Respondent – Corporation
communicated termination of the erstwhile partners of the
Petitioner No.1 qua the redevelopment of the subject property.
nd
8. A Deed of Reconstitution of Partnership dated 2 August
2018 came to be executed whereby the erstwhile partners exited
from the Petitioner No. 1 - ﬁrm and in their place, Petitioner Nos. 2
Pallavi/Mayur/Ashwini
4/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

5 15-WP-4824-2025 JF.docx

th
and 3 were inducted as new partners. By a letter dated 20
November 2018, the Respondent – Corporation ordered
reinstatement of the present Petitioners as the Developers for
redevelopment of the subject property, with the condition that the
Petitioners will pay the capital value of Rs. 27,68,00,000/-. The
th
aforesaid amount was paid by the Petitioners as on 28 February
2019.
9. Thereafter, the Respondent – Corporation issued a
th th
revalidated LOI dated 15 December 2018, valid up to 9 April
2019 in favour of the present Petitioners.
th
10. On 17 December 2018, the Petitioners addressed a letter
dated to the Estate Department of the Respondent – Corporation
requesting it to issue a provisional NOC, in favour of the
th
Petitioners, for approval of its plan. Thereafter, by a letter dated 4
June 2019, the Petitioners sought clariﬁcation of municipal
tenanted plots in regard to the subject property, with the buildable
reservation under DCR, 1991, from the Urban Development
Department of the Respondent – Corporation.
th
11. The Petitioners by a Communication dated 11 June 2019
addressed to the Respondent-Corporation requested that no
penalty be levied on the Petitioners/Developers for delayed
Pallavi/Mayur/Ashwini
5/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

6 15-WP-4824-2025 JF.docx

payment, reiterating their commitment to redevelop the subject
property.
th th
12. The Petitioners forwarded letters dated 9 April 2019, 18
th
September 2019 and 6 February 2020 to the concerned
department of the Respondent-Corporation, requesting for re-
validation of the LOI, in favour of the Petitioners. Thereafter, a
communication was issued by the Respondent - Corporation on
th
14 September 2020, inter alia recommending the revalidation of
the LOI, in favour of the Petitioners for a further period of three
th th
years, from 10 April 2019 to 9 April 2022, subject to certain
terms and conditions stipulated therein.
th
13. Accordingly, on 17 December 2020, a re-validated LOI was
issued with retrospective eﬀect by the Respondent-Corporation for
th th
three years i.e. 10 April 2019 to 9 April 2022. Prior to the above,
rd
the Petitioners had submitted an Undertaking dated 3 December
2020, to the Respondent-Corporation categorically stating that if
the Petitioners fail to complete the redevelopment project within
th
the re-validated period i.e. until 9 April 2022, the LOI issued in
favour of the Petitioners shall stand terminated.
14. The Respondent-Corporation issued various letters to the
th nd
Respondent No.4-Society dated 29 January 2020, 2 June 2020,
Pallavi/Mayur/Ashwini
6/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

7 15-WP-4824-2025 JF.docx

etc., noting that the subject property/structure is in a dilapidated
condition.
15. The Respondent-Corporation issued an amended Intimation
th
of Disapproval ( ‘ IOD ’ for short) dated 27 April 2021 under
Section 436 of the Mumbai Municipal Corporation Act, 1888,
subject to various conditions stated therein including the issuance
of the NOC for the purposes of Completion Certiﬁcate in favour of
the Petitioners, which would be subject to the Petitioners

complying with the necessary conditions. Thereafter, the
Respondent-Corporation issued a layout IOD and sanction plan
th
vide amended plan approval dated 12 January 2022, in favour of
the Petitioners.
rd
16. The Petitioners addressed letters dated 3 March 2023,
th nd
13 March 2023 and 22 April 2023 to the Respondent No.4-
Society and the Respondent – Corporation, oﬀering 3 years of rent
and to immediately carry out repairs of the subject
property/structure, stating about the safety of the
tenant/occupants.
17. The Respondent-Corporation issued a Show Cause Notice
th
dated 27 April 2023 to the Petitioners, calling upon them to show
cause as to why the LOI dated 10th April 2008, should not be
Pallavi/Mayur/Ashwini
7/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

8 15-WP-4824-2025 JF.docx

terminated. In the said Show Cause Notice, it was also stated that
during the preceding period of about 11 years, the project was
supposed to be completed in all respects. However, there was no
th
commencement on site by the Petitioners, in this regard, until 27
April 2023 i.e. the date of issuance of this Show Cause Notice. The
Respondent – Corporation therein proposed not merely
th
termination of the LOI dated 10 April 2008 but also the forfeiture
of the capital value paid by the Petitioners to the Respondent –
Corporation, including the action of blacklisting, to be initiated
against the Petitioners.
18. The Petitioners replied to the Show Cause Notice by a Letter
rd
dated 23 May 2023 denying all allegations therein. The
th
Petitioners then furnished an action plan vide letters dated 6
st
April 2023 and 1 June 2023, addressed to the Respondent-
Corporation, calling upon it to issue the Completion Certiﬁcate.
th
19. A Development Agreement dated 7 June 2024 was claimed
to be executed by the Petitioners with members of the Respondent
th
No.4-Society and a draft PAAA dated 10 June 2024 was claimed
to be circulated by the Petitioners amongst the society members.
The Petitioners, thereafter, made repeated correspondences with
th
the Respondent – Corporation vide letters dated 30 June 2024,
Pallavi/Mayur/Ashwini
8/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

9 15-WP-4824-2025 JF.docx

th th
19 July 2024, 16 December 2024 requesting it to reconsider the
claims of the Petitioners.
20. The Respondent – Corporation issued the Termination Notice
th
dated 11 February 2025 ( “Impugned Termination Notice” for
short) addressed to the Respondent No.4 – Society, stating that the
th
Corporation has terminated the LOI dated 10 April 2008.
21. The Petitioners, pursuant to the above, addressed a letter
th
dated 24 February 2025 to the Respondent - Corporation, placing
reliance on the remark of the Corporation stating, ‘put up to
examine’
.
th
22. On 24 March 2025, a hearing was held by the Deputy
Municipal Commissioner of the Corporation which was duly
attended by the Petitioners and the representatives of the
Respondent No. 4 – Society, where the redevelopment of the
Subject Property appears to be considered and discussed.
th
23. Pursuant to the above, on 7 April 2025, the Petitioners ﬁled
their say/reply asking for reinstatement of their terminated LOI in
light of their commitment of the redevelopment of the subject
property, despite delays allegedly beyond the Petitioners’ control.
th
24. On 9 April 2025, the Respondent No. 4 - Society also ﬁled a
detailed response, addressed to the Deputy Commissioner
Pallavi/Mayur/Ashwini
9/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

10 15-WP-4824-2025 JF.docx

(Improvements) of the Respondent – Corporation seeking
implementation of their redevelopment plan and request for
extending the validity of the LOI and IOD issued to the
Respondent No. 4 - Society, by the Respondent – Corporation.
25. In the above backdrop, the Petitioners preferred the instant
th
Writ Petition on 10 September 2025, before this Court.
26. After ﬁling of the instant Writ Petition, certain events
transpired, which are summarized below:
th
A. On 30 December 2025, the Respondent No.4 – Society
issued a letter addressed to the Petitioners terminating their
th
Development Agreement dated 7 June 2024 for the reasons
incorporated therein.
B. Pursuant to the termination of the Development Agreement,
the Petitioners ﬁled a Commercial Arbitration Petition
bearing No. 1950 of 2026, under Section 9 of the Arbitration
and Conciliation Act ( “ACA” for short). The principal relief
sought therein being to restraint the society from appointing
a new developer in regard to the Subject Property.
C. Subsequently, in the said arbitration proceedings, a learned
th
Single Judge of this Court has passed an order dated 13
February 2026, converting the said Petition into an
Application under Section 17 of ACA. It was also directed
that in the event the Respondent No. 4 – Society takes a
decision for appointment of a new developer, it shall give 10
working days’ Notice to the Petitioners and shall not act on
Pallavi/Mayur/Ashwini
10/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

11 15-WP-4824-2025 JF.docx

appointment of a new developer during the said 10-day
period.
D. Pursuant thereto, the Respondent No. 4 - Society, issued a
th
letter dated 6 April 2026 to the Petitioners, informing them
that the Respondent No. 4 - Society would appoint a new
developer after the stipulated 10-day period, as directed by
th
this Court vide order 13 February 2026.
E. The Application of the Petitioners seeking stay on the
th
termination of Development Agreement dated 7 June 2024
under Section 17 of ACA was dismissed by the learned Sole
th
Arbitrator on 19 August 2026. Aggrieved by the same, the
Petitioners have ﬁled a Commercial Arbitration Petition
bearing No. 1022 of 2026 under Section 37 of ACA, which is
pending adjudication before this Court.
II. Rival Contentions:
A. Submissions on behalf of the Petitioners:
27. Mr. Rohan Sawant, learned Counsel for the Petitioners,
would at the outset submit that the Impugned Termination Notice
th
dated 11 February 2025, whereby the LOI granted in favour of
the Petitioners for redevelopment of the subject property came to
be terminated, is arbitrary, procedurally inﬁrm and violative of the
principles of natural justice. He would submit that the decision
has been taken without aﬀording the Petitioners an eﬀective
opportunity of personal hearing, despite the same having serious
civil consequences, including the proposed forfeiture of
Pallavi/Mayur/Ashwini
11/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

12 15-WP-4824-2025 JF.docx

substantial amounts paid by the Petitioners.
28. Mr. Sawant would contend that the Petitioners had
th th
addressed successive letters dated 13 July 2024, 19 July 2024,
th th
6 December 2024 and 16 December 2024, seeking revalidation
of the LOI and an opportunity of hearing. However, none of the
said requests was answered before the Impugned decision was
taken.
29. Mr. Sawant would place reliance upon the subsequent
th
communication of Respondent No. 4 - Society dated 9 April 2025,
wherein it was recorded that a pre-decisional hearing could have
prevented the termination. He would submit that the said
communication supports the Petitioners’ contention that the
decision was taken without granting them an eﬀective opportunity
of being heard. In this regard, reliance is placed upon
1
Krishnadatt Awasthy v. State of Madhya Pradesh & Ors .

30. Mr. Sawant would further submit that the Impugned
Termination Notice is bereft of adequate reasons and does not
demonstrate due consideration to the contentions of the
Petitioners. According to him, the mere reference to the response
of the Petitioners, without dealing with the substance thereof, does
not satisfy the requirement of a reasoned decision. He would rely
1
(2025) 7 SCC 545.
Pallavi/Mayur/Ashwini
12/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

13 15-WP-4824-2025 JF.docx

upon Kranti Associates Pvt. Ltd. v. Masood Ahmed Khan &
2
Ors in support of the proposition that recording reasons is an
essential facet of fair decision-making.
31. Mr. Sawant would next submit that the Show Cause Notice
forming the basis for the Impugned termination proceedings was
th
issued 27 April 2023, whereas the ﬁnal termination was eﬀected
th
on 11 February 2025, after a substantial lapse of time and after
material developments had taken place. During the intervening
period, the Petitioners and Respondent No. 4 - Society had
th
executed a fresh Development Agreement dated 7 June 2024,
and the Petitioners had continued to pursue revalidation of the
LOI. He would contend that the authorities could not have
proceeded on the basis of the earlier Show Cause Notice without
considering the subsequent developments and aﬀording the
Petitioners a fresh and eﬀective opportunity to explain their
position.
32. Mr. Sawant would further submit that the Impugned
Termination Notice cannot be sustained by placing reliance upon
rd
the registered Undertaking dated 3 December 2020, which was
th
not referred to in the Show Cause Notice dated 27 April 2023, the
resolutions recommending and eﬀecting cancellation, or in the
2
. (2010) 9 SCC 496
Pallavi/Mayur/Ashwini
13/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

14 15-WP-4824-2025 JF.docx

Impugned Termination Notice itself. He would contend that the
said Undertaking was sought to be introduced subsequently in the
Aﬃdavit-In-Reply of the Respondent - Corporation and cannot be
relied upon to supplement the reasons underlying the Impugned
decision. In this context, he would place reliance upon Mohinder
3
Singh Gill v. Chief Election Commissioner , and UMC
4
Technologies Pvt. Ltd. v. Food Corporation of India .
33. Mr. Sawant would also refute the allegation that the
rd
Petitioners have suppressed the undertaking dated 3 December
2020. He would submit that the Undertaking formed part of the
record of Respondent - Corporation and was not the basis on
which the Impugned Termination Notice was issued. According to
him, the omission to separately refer to the Undertaking in the
Petition cannot, by itself, be treated as deliberate suppression of a
material fact, particularly when the validity of the impugned
action must be examined with reference to the reasons stated in
Impugned Termination Notice.
34. Mr. Sawant would then invite the attention of the Court to
the sequence of events preceding the issuance of Impugned
Termination Notice. He would submit that the LOI was originally
3
(1978) 1 SCC 405
4
(2021) 2 SCC 551
Pallavi/Mayur/Ashwini
14/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

15 15-WP-4824-2025 JF.docx

th
issued in favour of the Petitioners on 10 April 2008 under
Regulation 33(7) of the DCR, 1991. Although the LOI was
terminated in 2018, it was subsequently reinstated subject to
payment of the stipulated capital value and interest. The
Petitioners duly paid the capital value of approximately Rs.27.68
crore, together with interest of approximately Rs. 2.5 crore, and
th
the LOI was thereafter revalidated on 17 December 2020.
35. Mr. Sawant would contend that the Petitioners had taken
steps towards implementation of the redevelopment proposal,
th
including obtaining the IOD on 27 April 2021 and the sanctioned
layout in January 2022. He would submit that the Petitioners
thereafter addressed communications to Respondent No. 4–
Society, calling upon it to initiate the process for execution of
PAAAs and handover of possession. However, the Respondent No.
4 - Society sought renegotiation of the terms, culminating in the
th
execution of a fresh Development Agreement dated 7 June 2024.
According to him, the delay in commencing redevelopment cannot
be attributed exclusively to the Petitioners, particularly when the
implementation of the project was dependent upon several steps
involving the Respondent Society and the concerned authorities.
36. Mr. Sawant would further rely upon the Respondent No. 4 -
Pallavi/Mayur/Ashwini
15/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

16 15-WP-4824-2025 JF.docx

th
Society’s communication dated 9 May 2025, wherein it was
acknowledged that numerous factors had posed obstacles to the
smooth implementation of the redevelopment scheme. He would
submit that the Petitioners had repeatedly sought revalidation of
the LOI and that the authorities ought to have considered the
circumstances contributing to the delay, instead of proceeding to
terminate the LOI without an eﬀective hearing.
37. Mr. Sawant would contend that the termination of the
th
Development Agreement dated 7 June 2024 by Respondent No. 4
– Society is consequential upon the Impugned Termination of the
LOI by the Respondent - Corporation. He would submit that, if the
Impugned Termination of the LOI is set aside, the foundation on
which the Respondent No. 4 - Society seeks to terminate the said
Development Agreement would materially change. He would
further contend that the consents obtained from the Society’s
members for redevelopment cannot be treated as having lost their
eﬃcacy merely on account of the impugned action, without
examining the legal and contractual consequences thereof.
38. In the aforesaid circumstances, Mr. Sawant would urge that
the Impugned Termination Notice be quashed and set aside and
that appropriate consequential reliefs be granted to the
Pallavi/Mayur/Ashwini
16/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

17 15-WP-4824-2025 JF.docx

Petitioners, including reconsideration of the continuation and
revalidation of the LOI in accordance with law.
39. Mr. Sawant would thus urge that the Petition be allowed and
the Rule be made Absolute.
B. Submissions on behalf of Respondent No.4 – Society:
40. Mr. Ashish Kamat, learned Senior Counsel for Respondent
No.4–Society, at the very outset, by way of preliminary objections
has strongly opposed the very maintainability of this Petition. This
on the ground of suppressing of vital and material facts
rd
concerning the Undertaking dated 3 December 2020 furnished
by the Petitioners, which is conveniently not disclosed in the
Petition. The same categorically provides that if the Petitioners
fails to complete the redevelopment within a speciﬁed period
within the revalidated period of the renewed LOI, then the LOI
issued by the Respondent Corporation shall stand terminated.
Further, according to him, the dispute between the parties is
principally and essentially contractual in nature and the
Petitioners are clearly enforcing contractual rights through the
reliefs sought in this Writ Petition which is legally impermissible.
41. On merits, Mr. Kamat would submit that the Petitioners
have failed to redevelop the Society’s property for nearly two
Pallavi/Mayur/Ashwini
17/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

18 15-WP-4824-2025 JF.docx

decades, despite repeated extensions and opportunities granted by
the Respondent-Corporation. He would emphasise that the
Society’s building is approximately 86 years old, is in a dilapidated
condition, and houses members belonging to the lower-income
group who have suﬀered on account of the prolonged inaction of
the Petitioners.
42. Mr. Kamat would contend that the ﬁrst Development
th
Agreement was executed on 28 February 2006 and the LOI was
th
initially issued on 10 April 2008. Thereafter, the LOI was
extended on several occasions, including in years 2012, 2013,
2014, 2015, 2017, 2018, 2019 and 2020. Despite these repeated
opportunities, the Petitioners failed to commence redevelopment
or obtain the requisite Commencement Certiﬁcate. He would
contend that the repeated extensions granted by the Respondent -
Corporation cannot confer an indefeasible right upon the
Petitioners to seek further revalidation of the LOI.
43. Mr. Kamat would further submit that the LOI had earlier
th
been terminated on 16 July 2018 and was subsequently
reinstated upon the Petitioners’ representation, subject to
payment of the stipulated capital value of approximately Rs. 27.68
crores. According to him, such payment was necessitated by the
Pallavi/Mayur/Ashwini
18/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

19 15-WP-4824-2025 JF.docx

Petitioners’ repeated defaults and does not create any equity or
entitlement in their favour, particularly when redevelopment
remained stuck without commencement for several years
thereafter.
44. Mr. Kamat would draw the Court’s attention to the registered
rd
Undertaking dated 3 December 2020, furnished by the
Petitioners to the Respondent - Corporation, whereby the
Petitioners agreed that, in the event redevelopment was not
completed within the revalidated period of the LOI, the LOI would
stand terminated. He would contend that the Petitioners have
suppressed this material Undertaking from the present
proceedings. Since redevelopment has admittedly not commenced,
the Petitioners cannot, seek reliefs contrary to the express terms
of the Undertaking. He would submit that the suppression of such
a material document independently warrants dismissal of the
Petition, relying upon K.D. Sharma v. Steel Authority of India
5 6
Ltd , and Dalip Singh v. State of Uttar Pradesh .
45. Mr. Kamat would contend that the Impugned Termination
th
Notice dated 11 February 2025 is a reasoned decision and that
the principles of natural justice have been duly complied with. He
5
(2008) 12 SCC 481
6
(2010) 2 SCC 114.
Pallavi/Mayur/Ashwini
19/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

20 15-WP-4824-2025 JF.docx

would submit that the Respondent – Corporation had issued a
th
Show Cause Notice dated 27 April 2023, to which the Petitioners
rd
submitted their Reply/Disclosure on 23 May 2023. The
Petitioners were thus aﬀorded an opportunity to place their case
before the authority prior to termination. He would further
contend that, in view of the admitted failure of the Petitioners to
commence redevelopment despite the undertaking furnished by
them, a separate personal hearing would have been an empty
formality. In support, reliance is placed upon State of Uttar
7
Pradesh v. Sudhir Kumar Singh State Bank of India v.
, and
8
Rajesh Kumar Agrawal .
46. Mr. Kamat would next submit that the Petitioners have failed
to demonstrate their readiness and willingness to perform their
obligations under the Development Agreement and the LOI. He
would point out that the Respondent - Corporation had repeatedly
th
addressed communications to the Petitioners, including on 29
nd th th
January 2020, 2 June 2020, 28 September 2020, 15 October
th
2020 and 29 January 2021, calling upon them to undertake
necessary repairs to the dilapidated building. However, the
Petitioners failed to carry out the required repairs or demonstrate
meaningful progress towards redevelopment. According to him,
7
(2021) 19 SCC 706
8
(2023) 6 SCC 1
Pallavi/Mayur/Ashwini
20/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

21 15-WP-4824-2025 JF.docx

such conduct disentitles the Petitioners from seeking equitable
relief from this Court.
47. Mr. Kamat would further submit that the present dispute is
essentially contractual and involves disputed questions of fact,
including the extent to which the Petitioners performed their
obligations and the reasons for the delay in redevelopment. He
would contend that such disputes cannot appropriately be
adjudicated in a summary writ proceeding, particularly when
arbitral proceedings between the Petitioners and the Respondent
No. 4 - Society are already pending. In support of the above, he
would rely upon Bareilly Development Authority v. Ajai Pal
9
Singh and State of Bihar v. Jain Plastic and Chemicals
10
Ltd .
48. Mr. Kamat would also oppose the Petitioners’ contention that
the Respondent No. 4 - Society’s consent to redevelopment is
irrevocable or that the Development Agreement cannot be
terminated. He would submit that, in terms of Section 39 of the
Indian Contract Act, 1872, contractual obligations are subject to
the consequences of breach. Further, redevelopment under
Regulation 33(7) of the DCR, 1991 requires the consent of the
9
(1989) 2 SCC 116
10
(2002) 1 SCC 216
Pallavi/Mayur/Ashwini
21/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

22 15-WP-4824-2025 JF.docx

Society’s members and such consent cannot compel the
Respondent No. 4 - Society to continue indeﬁnitely with a
developer who has failed to implement the project for nearly
twenty years. He would contend that these are contractual issues
which cannot be conclusively determined in the present writ
proceedings.
49. Mr. Kamat would further submit that the Respondent No. 4 -
th
Society terminated the Development Agreement on 30 December
2025 after the Petitioners failed to fulﬁl their obligations. He would
point out that the Petitioners’ Application under Section 17 of the
ACA seeking interim protection against such termination, was
th
rejected by the Arbitral Tribunal on 19 August 2026, and that
the Petitioners are yet to secure relief in the challenge stated to
have been ﬁled under Section 37 of the ACA. He would also
submit that the Respondent No. 4 - Society has since executed a
th
fresh Development Agreement dated 8 September 2026 with
Tribecca Creators LLP, which has commenced the process of
obtaining an LOI from the Respondent - Corporation. These
subsequent developments, according to him, have also been
suppressed by the Petitioners.
50. In the aforesaid circumstances, Mr. Kamat would submit
Pallavi/Mayur/Ashwini
22/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

23 15-WP-4824-2025 JF.docx

that the Petitioners have failed to establish any enforceable right
to continuation or revalidation of the LOI. He would contend that
the Respondent No. 4 – Society and its members cannot be made
to suﬀer indeﬁnitely on account of the Petitioners’ prolonged
failure to undertake redevelopment, and that no equity survives in
favour of the Petitioners. He would accordingly urge that the Writ
Petition be dismissed.
C. Submissions on behalf of Respondent Nos. 1 to 3 –
Corporation:
51. Ms. K.H. Mastakar, learned Counsel appearing on behalf of
Respondent Nos. 1 to 3 – Corporation, has opposed the Petition
and supported the action taken by the Respondent-Corporation in
terminating the LOI issued in respect of the redevelopment of the
subject property. She would place reliance on the Aﬃdavit-in-
th
Reply to this Petition, dated 14 January 2026, in support of her
contentions.
52. Ms. Mastakar would submit that the LOI was revalidated
from time to time. Ultimately, it was revalidated for a further
th th
period of three years, from 10 April 2019 to 9 April 2022,
subject to speciﬁc conditions. In particular, the Petitioners were
th
required to obtain the commencement certiﬁcate on or before 10
Pallavi/Mayur/Ashwini
23/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

24 15-WP-4824-2025 JF.docx

October 2021. Moreover, as per conditions nos. 15 and 29, the
Petitioners were required to provide alternate accommodation to
the existing occupants or pay rent in lieu thereof, secure vacation
of the premises and maintain the existing structures in a safe and
habitable condition until demolition, which is the priority. It was
further stipulated that failure to comply with the conditions would
entail termination of the LOI, calling upon the Petitioners to carry
out the repairs as recommended by the structural audit. Several
rd st
communications from 23 November 2016 to 21 May 2021 were
repeatedly addressed by the Respondent - Corporation to the
Petitioners in this regard but it did not yield any positive outcome.
53. Ms. Mastakar would further submit that the Respondent -
Corporation had repeatedly called upon the Petitioners to carry
out necessary repairs and to safeguard the existing structures.
However, despite that, the Petitioners failed to carry out the
required repairs, provide alternate accommodation or pay rent to
the existing occupants, and secure vacation of the premises.
54. Mr. Mastakar would contend that, in light of such
continuing failure of the Petitioners to comply with the LOI, the
th
Respondent - Corporation issued a Show Cause Notice dated 27
April 2023, calling upon them to show cause as to why the LOI
Pallavi/Mayur/Ashwini
24/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

25 15-WP-4824-2025 JF.docx

th
dated 10 April 2008 should not be terminated. The Petitioners
responded to the said Show Cause Notice by submitting their
rd
Reply/Disclosure dated 23 May 2023. The same was considered
by the Respondent – Corporation, however, it was found
unsatisfactory and insuﬃcient to establish compliance with the
conditions of the LOI.
55. Ms. Mastakar would then submit that, after consideration of
the matter, a proposal for termination was processed and the
competent authority sanctioned the termination of the LOI
th
by communication bearing No. MGC/F/4979 dated 4
th
December 2024. Thereafter, on 30 January 2025, the Assistant
Commissioner (Estates) informed the Deputy Chief Engineer
(Improvement) for taking steps to invite tenders for redevelopment
of the subject property. It is in such backdrop that the Impugned
th
Termination Notice dated 11 February 2025 was issued by the
Respondent – Corporation.
56. According to Ms. Mastakar, the Respondent - Corporation
did not terminate the LOI immediately upon the ﬁrst instance of
default. Rather, the Petitioners were aﬀorded repeated
opportunities over the years, including revalidation of the LOI, and
were repeatedly called upon to comply with its obligations
Pallavi/Mayur/Ashwini
25/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

26 15-WP-4824-2025 JF.docx

concerning redevelopment, alternate accommodation, rent and
maintenance of the existing structures.
57. Ms. Mastakar would therefore contend that the impugned
action cannot be characterized as arbitrary or unilateral. In light
of the above, she would urge that the Petition is devoid of merit
and is liable to be dismissed.
III. Analysis & Conclusion:
58. We have heard the learned Counsel for the parties and with
their assistance, perused the record. The parties had taken liberty
to submit their brief Written Submissions along with a
compilation of judgments. The same has been tendered to this
th
Court on 5 October 2026, which is duly considered by us in the
judgment. We have also perused the pleadings of the parties on
th
record to include the Aﬃdavit-in-Reply to the Petition dated 14
January 2026, ﬁled on behalf of the Respondent – Corporation, as
th
also on behalf of the Respondent No. 4-Society dated 20 April
2026. The stand taken by the Respondents is summarized as
reﬂected in their Written Submissions tendered in Court.
59. At the very outset, placing the issue before us in perspective,
we are called upon to examine the validity, legality of the
th
Impugned Notice dated 11 February 2025, issued by the
Pallavi/Mayur/Ashwini
26/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

27 15-WP-4824-2025 JF.docx

Respondent No 1-Corporation, which resulted in cancellation of
th
the initial LOI dated 10 April 2008, in favour of the Petitioner
No.1–Developer, which the Petitioners seek to renew.
60. In the aforesaid backdrop, we have examined the preliminary
objection raised by Mr. Kamat. This mainly relates to suppression
of relevant and material facts, within the knowledge of Petitioners,
from this Court, in this Petition. The case espoused by Mr. Kamat
in this regard is primarily premised on the well settled ‘clean
hands’ doctrine which mandates that one who comes to court of
equity must come with clean hands.
61. Mr. Kamat in the above context would urge that the
rd
Petitioners have suppressed their own Undertaking dated 3
December 2020, by not disclosing this material document in the
Petition. Further, certain subsequent developments taking place
after ﬁling of this proceeding relating to the termination of the
th
subsequent Development Agreement dated 7 June 2024, between
the Petitioners and the Respondent No. 4-Society and the ensuing
arbitration proceedings including the pendency of the Commercial
Arbitration Petition ( supra ) are deliberately not disclosed/pleaded
by the Petitioners.
62. In the above context, we ﬁnd that the Petitioners, admittedly,
Pallavi/Mayur/Ashwini
27/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

28 15-WP-4824-2025 JF.docx

rd
had furnished an Undertaking dated 3 December 2020 before the
Respondent – Corporation, a copy of which is reproduced below:
UNDERTAKING
To,
The Municipal Commissioner,
Municipal Corporation of Greater Mumbai,
Fort, Mumbai-400 001.
Sub:- Redevelopment of Municipal acquired property known as
Sanaswadi (Parijat Co-Op Housing Society (Proposed) on plot
bearing C.S. No. 761 of Mazgaon Division, E ward situated at
Dr. Babasaheb Ambedkar Road, Mumbai:- 400 033.
I, Mr. Kishor Chhaganlal Jain Partner of M/s Om Shanti Properties do
hereby state on solemn aﬃrmation, declare and undertake as follows.
I/We state that as per the approval from Additional Municipal
Commissioner approved vide no AMC/CITY/D/7438 dated
27.10.2020, I / we hereby undertake as under / below:
(i) To adjust the payment made against C.V and penal interest
thereon as per the then SDRR rates prevailing on date of actual
payment and the balance Capitalized Value as per SDRR rates
on date of actual payment at various stages of redevelopment
project as stated in the approved policy dated 03.08.2019.
(ii) To extend the project period up to 09.04.2022 at this stage by
levying penalty as per revised sanction policy dated 03.08.2019
for rehab component on entire plot and to recover it at
appropriate stages of rehab component and to extend the project
for further 2 years i.e. up to 09.04.2024 if the condition are
fulﬁlled within speciﬁed time.
(iii) To pay the penalty towards non completion of rehab component
within project period as per the outcome of proposal submitted to
Improvement Committee & Corporation in regards to the same
and the payment for the same will be made before grant of NOC
st
to OC to 1 Rehab Building.
(iv) If I / we fails to complete the said redevelopment project
within the revalidated period then the LOI shall be
terminated.
This undertaking is binding upon us, our legal heirs, executors,
administrators and all past, present, and future assigns.”
A perusal of the above would reveal that the Petitioners had
Pallavi/Mayur/Ashwini
28/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

29 15-WP-4824-2025 JF.docx

undertaken that if the subject redevelopment project is not
th
completed within the revalidated period of the LOI i.e. till 9 April
th
2022, then the initial LOI dated 10 April 2008 shall be
terminated. However, the Petitioners are unable to provide any
satisfactory explanation to the eﬀect that despite furnishing such
categorical Undertaking, the Respondent-Corporation has acted in
an unfair or unjust manner. Such unequivocal language of the
said Undertaking would clearly bind the Petitioners at all times.
More particularly, the said Undertaking was subsequently never
modiﬁed by the Petitioners.
63. The Petitioners having evidently suppressed such
Undertaking in this Petition also raises questions on their
bonaﬁdes and/or gives an impression that the Petitioners have not
approached this Court with true and correct disclosure of all
material facts. Such disclosure forms the sin qua non , to invoke
extraordinary jurisdiction of this Court, under Article 226 of the
Constitution of India.
64. We have carefully perused the decisions of the Supreme
Court in Mohinder Singh Gill & Anr. (supra) and UMC
Technologies (P) Ltd.
(supra), relied upon by Mr. Sawant to
submit that the case cannot be improved after an order is passed,
Pallavi/Mayur/Ashwini
29/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

30 15-WP-4824-2025 JF.docx

by way of a fresh ground introduced later by way of an aﬃdavit.
Mr. Sawant has relied on the said judgments in the context of the
rd
Undertaking dated 3 December 2020 furnished by the
Petitioners, which was brought on record before this Court by way
of an Aﬃdavit ﬁled on behalf of the Respondent-Corporation. In
our considered view, the reasoning and ratio in the said decisions
is of no assistance to the Petitioners. The Petitioners cannot take
refuge under the said decisions by misconstruing the same to
contend that such Undertaking was never speciﬁcally adverted to
or relied upon by the Respondent-Corporation in the Show Cause
Notice and/or the Impugned Termination Notice. Such position
does not confer any right, much less legal right to the Petitioners
to resile/retract from such legally binding Undertaking. This is
neither required nor necessary in law, as accepting such a
contention would lead to a situation where a solemn Undertaking
furnished by the Petitioners themselves would be reduced to a
mere piece of paper, a position which is not what the law
mandates, and which this Court cannot countenance.
65. In the ensuing arbitration proceedings initiated by the
Petitioners, the Application of the Petitioners for stay on the
th
termination of the subsequent Development Agreement dated 7
June 2024 ﬁled under Section 17 of ACA was dismissed by the
Pallavi/Mayur/Ashwini
30/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

31 15-WP-4824-2025 JF.docx

th
learned Sole Arbitrator on 19 August 2026. Such Order was
assailed by the Petitioners in the Commercial Arbitration Petition
(supra) under Section 37 of the ACA which is pending before this
Court.
66. The record bears out that the Petitioners have, in the
pending Section 37 Petition/Appeal before this Court, principally
th
challenged the Order of the learned Sole Arbitrator dated 19
August 2026 rejecting the stay on the termination of the
th
Development Agreement dated 7 June 2024. By taking such
recourse the Petitioners have sought for its continuation as
Developer pursuant to renewal of the initial cancelled LOI dated
th
10 April 2008, which is also the relief sought also in this Petition.
67. The Petitioners ought to have disclosed such material facts
as the same would have a direct bearing on the issues raised and
reliefs sought in this Writ Petition. Even if these are subsequent
developments as urged by Mr. Sawant, nothing prevented the
Petitioners from bringing the same on record, through appropriate
pleadings.
68. Contextually, we may refer to the judgments of the Supreme
K.D. Sharma (supra) Dalip Singh (supra),
Court in and relied
upon by Mr. Kamat. As held in the said decisions, the party
Pallavi/Mayur/Ashwini
31/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

32 15-WP-4824-2025 JF.docx

approaching the writ court must come with clean hands and is
supposed to make a candid disclosure of all relevant and material
facts before the Court, failing which the Petition may be dismissed
at the threshold, without considering the merits of the claim.
69. At this juncture, we ﬁnd it apposite to refer to the judgment
of the Supreme Court in Bhaskar Laxman Jadhav & Ors. Vs.
11
Karamveer Kakasaheb Wagh Education Society & Ors . In
the said case, the Supreme Court has categorically held that it is
not for a litigant to decide as to what fact is material for
adjudicating a case and what is not material. It is the obligation of
the litigant to disclose all the facts of a case and leave the decision
making to the Court. Contextually, we ﬁnd that the conduct of the
Petitioners, in the present case, is not in conformity with such
mandate of the Supreme Court. Accordingly, the decision relied on
Government of NCT of Delhi vs BSK Realtors
by Mr. Sawant in
12
LLP cannot be stretched to submit that suppression/omission of
material fact ought not to defeat the case of the Petitioners, even
on the purported plea of breach of principles of natural justice.
70. We have duly considered Mr. Kamat’s yet another
preliminary objection that the Petition is nothing but a disguise to
11
(2013) 11 SCC 531
12
(2024) 7 SCC 370
Pallavi/Mayur/Ashwini
32/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

33 15-WP-4824-2025 JF.docx

obtain reliefs out of contractual obligations, stemming from
contract/Development Agreement executed between the parties.
Such disputes are predominately of contractual nature having
consequences including that of termination of LOI resulting from
the contractual agreement between the parties. It is settled law
that such lis within sphere of private contracts between parties,
the very source of legal rights being contractual, cannot be the
subject matter of writ jurisdiction under Article 226 of
Constitution of India. This in as much as when the dispute
revolves around such contractual obligations having civil
consequences, the same could be assailed in an appropriate civil
proceeding before the competent civil court.
71. In the above context, we are in agreement with Mr. Kamat in
his reliance on the judgments of the Supreme Court in Bareilly
Development Authority State of Bihar vs Jain
(supra) and
Plastic and Chemicals (supra). The sum and substance of these
judgments being that contractual disputes entail civil
consequences which are to be adjudicated before a competent civil
court and ordinarily are not to be entertained by a constitutional
court exercising its jurisdiction under Article 226 of the
Constitution of India.
Pallavi/Mayur/Ashwini
33/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

34 15-WP-4824-2025 JF.docx

72. Having dealt with the preliminary objections raised by Mr.
Kamat, we now proceed to analyze the matter on merits of the
rival contentions. The chronology of events would clearly
demonstrate that the Petitioners have been given several
opportunities to comply with the obligations in regard to the
redevelopment of the subject property. Right from issuance of the
th
initial LOI dated 10 April 2008, executed in favour of the
Petitioner No. 1 by Respondent-Corporation, the same was
th
extended from time to time, until 9 April 2022, on an assurance
from the Petitioners that the statutory timelines in this regard
would be complied with.
73. The thrust of the Petitioners case is, essentially, that that
the Show Cause Notice does not remain open indeﬁnitely as a
license to act on stale material, without aﬀording a fresh
opportunity to the Petitioners. Such stand of the Petitioners does
not cut any ice. This for the reason that such submission is belied
by the fact that suﬃcient opportunity was accorded to the
Petitioners right from the issuance of the initial LOI dated
th
10 April 2008 until issuance of the Show Cause Notice dated
th
27 April 2023 i.e. a period of almost 15 years. As the Show Cause
Notice cannot remain open ended, considering the precarious
condition of the subject buildings, the opportunities given to the
Pallavi/Mayur/Ashwini
34/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

35 15-WP-4824-2025 JF.docx

Petitioners to fulﬁll their obligations cannot be inﬁnitely extended,
more particularly after the Petitioners furnishing a categorical
rd
Undertaking dated 3 December 2020 to complete the
th
redevelopment by 9 April 2022 as stated therein.
74. Such Undertaking was never renewed and/or appropriately
modiﬁed by the Petitioners. Pursuant to the issuance of such
Undertaking by the Petitioners, the Respondents, more
particularly, the Respondent No.4-Society was always under a
bonaﬁde belief that such solemn undertaking furnished by the
Petitioners would be abided by in letter and spirit. However, the
situation did not manifest in such manner. The Petitioners failed
to comply with its commitment/obligation of redevelopment. In
th
such background, the Show Cause Notice dated 27 April 2023
was issued to the Petitioners, to which, a detailed
rd
Reply/Disclosure dated 23 May 2023 was furnished by the
Petitioners. As there was no progress even thereafter, steps were
taken by initiating the process to cancel the LOI issued in favour
of the Petitioners, which, as the record bears out, consumed some
time. The process ultimately culminated in the issuance of the
th
Impugned Termination Notice dated 11 February 2025.
75. Adverting at this juncture to the Impugned Termination
Pallavi/Mayur/Ashwini
35/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

36 15-WP-4824-2025 JF.docx

th
Notice dated 11 February 2025, we ﬁnd that there is a categorical
ﬁnding based on survey/material considered by the Respondent-
Corporation that there is no progress in the redevelopment
scheme. The factual chronology above aligns with such ﬁnding.
The Impugned Termination Notice records an admitted position
with regard to the dilapidated and unsafe condition of the subject
buildings/property, which necessitated timely action including
redevelopment of the project. Moreover, the Impugned Termination
Notice reﬂects that the cancellation of LOI was not a knee-jerk
reaction as the Petitioners would project it to be.
76. From a perusal of the Impugned Termination Notice, we ﬁnd
that the due process in that regard was followed to include
conﬁrmation from the Administrator (Reform Committee,
th
Municipal Corporation) through resolutions dated 6 January
th
2025 and another dated 15 January 2025, which culminated in
th
the cancellation of the initial LOI dated 10 April 2008. In view
thereof, it is apparent that the process of cancellation was not an
ipse dixit of any oﬃcer/s and is taken after due and proper
application of mind. As the Impugned Termination Notice does not
suﬀer from the vice of non-application of mind and/or absence of
reasons, as alleged by the Petitioners, the decision in Kranti
Associates Pvt. Ltd. (supra) cited by Mr. Sawant on this issue,
Pallavi/Mayur/Ashwini
36/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

37 15-WP-4824-2025 JF.docx

will not assist the case of the Petitioners, in the given factual
complexion.
77. The record bears out that the cancellation of the LOI took
place after following due process and it did take time to reach to
its logical end. Moreover, the Respondent-Corporation has
speciﬁcally pleaded that the ﬁnal revalidation of the LOI would
require the Petitioners to obtain the Commencement Certiﬁcate on
th
or before 10 October 2021, after making arrangements for
alternate transit accommodation for the existing tenants, as also
reﬂected in their Written Submissions noted (supra) . More
signiﬁcantly, it appears that the failure on part of the Petitioners
to comply with the same, would result in ipso facto termination of
the LOI.
78. We do not ﬁnd any speciﬁc rejoinder of the Petitioners on
record. Even if the Petitioners are permitted to proceed on the
basis of denial, these vital factual issues remain uncontroverted.
In view thereof, this would further demonstrate that the
Respondent – Corporation, was not legally precluded from taking
the necessary steps towards termination of the initial LOI dated
th
10 April 2008, issued to the Petitioners, in the given facts and
circumstances. It is thus evident that the Impugned Termination
Pallavi/Mayur/Ashwini
37/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

38 15-WP-4824-2025 JF.docx

Notice was issued after giving more than adequate/suﬃcient
opportunity to the Petitioners to complete the redevelopment,
which, to the say the least is certainly not done in haste, in the
given facts and circumstances. Thus, even on such count, there
cannot be any malaﬁdes in the decision-making, attributed to the
Respondents, in this case.
79. The submission of Mr. Sawant that the Petitioners were
denied a hearing prior to the issuance of Impugned Termination
Notice, and therefore, the Respondent – Corporation has acted in
breach of the principles of natural justice, appears to be attractive
at the ﬁrst blush. However, considering the above chronology of
events that has transpired, this is not a case where the Petitioners
were prejudiced only because hearing was not accorded to him.
The Petitioners were duly, adequately, properly and suﬃciently
represented, inter alia , through their Reply/Disclosure to the
Show-Cause Notice which is clearly a part of the Impugned
Termination Notice. In view thereof, the Petitioners have not been
able to demonstrate and/or point out any provision/requirement
which mandates grant of a personal hearing in the given fact
situation.
th
80. Moreover, the Letter dated 17 December 2020 by which the
Pallavi/Mayur/Ashwini
38/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

39 15-WP-4824-2025 JF.docx

th
initial LOI dated 10 April 2008 was revalidated for the last time,
clearly stipulates that if the Developer fails to complete the
th
redevelopment project within the re-validated period i.e. by 9
April 2022, the LOI will be terminated. For convenience, the
th
relevant portion of the Letter dated 17 December 2020 is
reproduced below:
“(E) If the developer fails to complete the said redevelopment
project within the revalidated period then the LOI will be
terminated.”
A perusal of the above would make it clear that this is a self-
operating clause which is binding on the parties. In view thereof,
the insistence of the Petitioners on a personal hearing in the given
case, would be nothing short of a futile exercise. It appears that
the Petitioners are using the plank of natural justice as a bogie to
cover up the breach of the terms of the revalidated LOIs by setting
up a case of prejudice, on purported technical breach of natural
justice. On the other hand, the core of the Respondent’s case is
that in such factual complexion, the Respondent No. 4 – Society
ought not to be left at the mercy of such developer, who despite
being aﬀorded several opportunities, has consistently failed to
fulﬁl its obligations and/or duties qua the redevelopment of the
subject property, as the law would mandate. This more
Pallavi/Mayur/Ashwini
39/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

40 15-WP-4824-2025 JF.docx

particularly, in a case where, admittedly, the Developer/Petitioner
No.1 is beneﬁciary of incentive FSI under Regulation 33(7) of DCR,
1991.
81. Pertinent it is to note that the Petitioners have not disputed
the factual position that pursuant to the issuance of IOD in
their favour by the Respondent-Corporation, no Commencement
Certiﬁcate has been issued to them. This goes on to unequivocally
demonstrate that there is no progress whatsoever as far as
redevelopment is concerned. This Court cannot grant any further
indulgence to such Petitioners who have in inordinately held
redevelopment at the cost of the society members who are being
made to endlessly suﬀer for some diﬃculty faced as projected by
the Developer.
82. The Petitioners have also attempted to contend that the
th
Respondent No.4-Society’s communication dated 9 April 2025 itself
records that a pre-decisional hearing could have inured to the
beneﬁt of the Petitioners. We ﬁnd neither force nor substance in this
contention. This is inasmuch as, in the given factual complexion,
having taken the view that a proper, suﬃcient, adequate opportunity
of making out their case was duly accorded to the Petitioners prior
to the issuance of the Impugned Termination Notice. It is evident
Pallavi/Mayur/Ashwini
40/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

41 15-WP-4824-2025 JF.docx

that the Petitioners were fully aware of the timelines stipulated in
the revalidated LOI, coupled with the Undertaking dated
rd
3 December 2020 furnished by the Petitioners, to complete
redevelopment of the subject property. More particularly, having
regard to the fact that the period of almost 15 years had lapsed since
the issuance of the initial LOI in the year 2008 till the expiry of the
LOI in the year 2022, reliance by the Petitioners on the said
th
communication of 9 April 2025 does not take their case any
further. Contextually, as also set out by the Respondent -
Corporation in its Aﬃdavit-in-Reply to this Petition, we do not
fathom any prejudice caused to the Petitioners on account of the
alleged failure of the Respondent – Corporation in furnishing the
internal resolutions, that were passed as a matter of fairness in its
procedure, prior to conﬁrming cancellation of the LOI.
83. Insofar as the judgments cited (supra) by Mr. Sawant,
learned Counsel appearing for the Petitioners, more particularly
on the issue of the alleged infraction of the principles of natural
justice are concerned, we have no quarrel with the settled legal
principles enunciated in the said decisions. However, for the
reasons narrated and discussed herein above, and the Supreme
Court having repeatedly held that there the principles of natural
justice cannot be put into a straitjacket formula, we are not
Pallavi/Mayur/Ashwini
41/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

42 15-WP-4824-2025 JF.docx

persuaded to accept the stand taken by Mr. Sawant qua his
reliance on the said decisions. The same are, therefore, completely
distinguishable in the given factual complexion of the present
case.
84. On the other hand, we have perused the decisions cited by
Mr. Kamat, learned Counsel appearing for Respondent No. 4-
Society. Upon a careful perusal, in our considered view, the
principles enunciated in State of Uttar Pradesh v. Sudhir
Kumar Singh (supra) and State Bank of India v. Rajesh
Kumar Agrawal (supra) qua the limitations on the applicability of
the principles of natural justice, would squarely apply to the
present case. More particularly, in State of U.P. v. Sudhir Kumar
Singh
(supra) , the Supreme Court has categorically observed that
the principles of natural justice are ﬂexible tools in the hands of
the judiciary to remedy injustice in appropriate cases. A breach of
audi alteram partem
the rule of cannot, by itself and without more,
would not lead to the conclusion that prejudice has been caused
merely by reason of such breach. Where procedural and
substantive provisions embody the principles of natural justice,
their infraction per se does not necessarily render the orders
passed thereunder as invalid. In our considered view, the aforesaid
principles would equally apply to the facts and circumstances of
Pallavi/Mayur/Ashwini
42/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

43 15-WP-4824-2025 JF.docx

the present case and adequately address the case put forth by the
Petitioners.
85. In the said decision of State of U.P. v. Sudhir Kumar
Singh (supra) , the Supreme Court has gainfully referred to its
13
Dharampal Satyapal Ltd. vs CCE
decision in to emphasize
that natural justice cannot be applied in a straitjacket formula
and its principles are very ﬂexible. Moreover, such approach was
14
endorsed by Lord Wilberforce in Malloch vs Aberdeen Corpn. ,
who said that:
“…..A breach of principle procedure….. cannot give [rise to] a
remedy in courts, unless behind it there is something of
substance which has been lost by the failure. The court does
not act in vain.”
Relying on these comments, Brandon L.J. opined in
15
Cinnamond v. British Airports Authority
that:
“… no one can complain of not being given an opportunity to
make representations if such an opportunity would have
availed him nothing.”
86. At this juncture, we ﬁnd it necessary to refer to the decision
of the Supreme Court in Union of India and Another v. P.K. Roy
16
and Others , which has been followed in a catena of decisions,
13
(2015) 8 SCC 519
14
(1971) 1 WLR 1578 (HL)
15
(1980) 1 WLR 582
16
1968 AIR SC 850
Pallavi/Mayur/Ashwini
43/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

44 15-WP-4824-2025 JF.docx

17
including in K.L. Tripathi v. State Bank of India . The
Supreme Court reiterated that the doctrine of natural justice,
being ﬂexible in nature, cannot be imprisoned within the
straitjacket of a rigid formula. Its application depends upon the
nature of the transaction, the functions conferred upon the
administrative authority, the character of the rights aﬀected, the
scheme and policy of the statute, and other relevant
circumstances disclosed in a particular case. Thus, the rules of
natural justice are ﬂexible and cannot be conﬁned to any rigid
Dharampal
formula, as also held by the Supreme Court in
Satyapal Ltd. (supra).
87. It is also apposite to refer to the decision of the Supreme
Chairman, Board of Mining Examination and Chief
Court in
18
Inspector of Mines v. Ramjee . In the context of its observations
on the principles of natural justice, the Supreme Court held as
under:
“13………… Natural justice is not an unruly horse, no
lurking land mine, nor a judicial cure-all. If fairness is
shown by the decision-maker to the man proceeded
against, the form, features and fundamentals of such
essential processual propriety being conditioned by the
facts and circumstances of each situation, no breach of
natural justice can be complained of. Unnatural
expansion of the natural justice, without reference to
17
1984 AIR SC 273
18
(1977) 2 SCC 256
Pallavi/Mayur/Ashwini
44/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

45 15-WP-4824-2025 JF.docx

administrative realities and other relevant factors of a
given case, can be exasperating .....…”
88. We may also refer to the decision of a Coordinate Bench of
Veena Estate Pvt. Ltd Vs. Commissioner of
this Court in
19
Income-Tax in the context of natural justice. In the said case, it
was observed that if no case of prejudice is made out, a plea of
breach of principles of natural justice would be a hollow plea or a
plea in futility. The party complaining of breach of principles of
natural justice needs to show that curing such breach, would
culminate the proceedings with a diﬀerent consequence. This is
certainly not so in the present case.
89. Applying the aforesaid principles to the facts of the present
case, it is evident that the Respondent-Corporation has acted in a
manner that is fair and just, adhering to the principles of fairness
and propriety, and have even shown a substantial degree of
grace/leniency towards the Petitioners in complying with their
mandatory obligations to redevelop the subject property. Therefore,
in our view, the aforesaid decisions squarely apply to the facts of
the present case and negates the submissions of the Petitioners,
qua the alleged violation of the principles of natural justice.
90. In such situations, when fair procedure which is otherwise
19
2024 SCC OnLine Bom 77
Pallavi/Mayur/Ashwini
45/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

46 15-WP-4824-2025 JF.docx

complied with in the given factual complexion, what is signiﬁcant
is to ensure whether merely not giving a personal hearing would
serve any purpose, since the ‘right’ result can be secured even
without according such treatment to the Petitioners. This is the
litmus test and the gravamen of the decisions which we have also
referred to and relied upon, in the course of our analysis and
judgment.
th
91. It is pertinent to take cognizance of the fact that on 16 July
2018, the Respondent – Corporation had even on an earlier
occasion, terminated the LOI executed with the Petitioner No. 1.
However, after reconstitution of the Petitioner No.1 - ﬁrm and on
representation made by the new partners of the Petitioner No.1 –
th
ﬁrm, on 20 November 2018, the LOI was renewed. This, with the
condition that the Petitioners shall pay the capital value of
Rs.27,68,00,000/-. The record in the given case unequivocally
indicates that the Petitioners have at all times, failed and neglected
to redevelop the subject property from February 2006 i.e.
execution of ﬁrst Development Agreement until November 2018 i.e.
renewal of the LOI. Moreover, even thereafter for a period of 8
years until 2026 there has been no improvement in the situation
qua the said Developers/Petitioners herein.
Pallavi/Mayur/Ashwini
46/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

47 15-WP-4824-2025 JF.docx

92. As noted in the factual matrix narrated above, the Show
th
Cause Notice dated 27 April 2023 also proposes forfeiture of the
capital value paid by the Petitioners including action of
blacklisting (supra) against the Petitioners. In light of the
observations and ﬁndings set out above, the Petitioners have
clearly failed to obtain the commencement certiﬁcate from the
Respondent – Corporation so as to commence the redevelopment
of the subject property which ultimately resulted in termination of
th
LOI vide the Impugned Termination Notice dated 11 February
th
2025 after more than 15 years after issuance of the LOI on 10
April 2008. We are unable to persuade ourselves, let alone accept
that on the one hand, is the abject failure of the Petitioners to
comply with their obligations qua the redevelopment and on the
other, the Petitioners attempt to project payment of capital value of
Rs.27,68,00,000/- as their bonaﬁdes. This coupled with the fact
that such Petitioners/Developers being the beneﬁciaries, inter alia
of incentive FSI under Regulation 33(7) of DCR 1991 (supra) ,
cannot be permitted to unjustly enrich itself. Such self-
contradictory stand in our opinion, is, thus misconstrued and
unsustainable.
93. At this juncture, we may advert to the submission of
Mr. Sawant that the Impugned Termination Notice also proposes
Pallavi/Mayur/Ashwini
47/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

48 15-WP-4824-2025 JF.docx

forfeiture of the capital value of Rs. 30 Crore admittedly paid by
the Petitioners and their blacklisting. As observed above and
supported by record, such action was only proposed in the Show
th
Cause Notice dated 27 April 2023 to which the Petitioners have,
admittedly, ﬁled a detailed Reply/Disclosure. The Impugned
Termination Notice makes no reference to such forfeiture. Thus,
Mr. Sawant’s contention does not appear to be factually
correct/accurate. Contextually, therefore, the decision in Kulja
20
Industries Ltd. Vs. Chief General Manager, BSNL, cited by
Mr. Sawant on blacklisting and forfeiture of capital value is in
completely diﬀerent set of facts and circumstances. In view thereof,
reliance on the same, would render no assistance to the case put
by the Petitioners.
94. We may observe that Respondent No.4-Society has taken a
speciﬁc objection to the eﬀect that it has executed a Development
th
Agreement dated 8 September 2026 with a new developer for
redevelopment of their society. The procedure for obtaining the
LOI from the Respondent-Corporation in this regard, has already
begun.
95. According to the Respondent No.4-Society, the above
material fact is also not disclosed by the Petitioners despite being
20
(2014) 14 SCC 731
Pallavi/Mayur/Ashwini
48/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

49 15-WP-4824-2025 JF.docx

aware of the same. Moreover, these developments have taken
th
place after termination of the Development Agreement dated 7
June 2024, between the Petitioners and the Respondent No. 4
th
Society, pursuant to the Society’s Letter dated 30 December
2025. In such backdrop, the contention of Mr. Sawant that
consents already obtained from the society members cannot be
treated as ineﬀective, would amount to taking the clock back and
therefore, pales into signiﬁcance.
96. The Respondent No.4-Society cannot be compelled to
continue only with the Petitioner No. 1 as the Developer, more so
in the given fact situation. Moreover, when the redevelopment
project falls under Regulation 33(7) of the DCR, 1991, there are
commercial beneﬁts/incentives like additional FSI, which are
available to the Developer. It is even for such reason that the
redevelopment ought to be completed within time, which is of
essence and this ought not to be procrastinated indeﬁnitely, on
some pretext or the other.
97. Pursuant to the termination of the Development Agreement
th
dated 7 June 2024, as noted (supra) the Petitioners assailed such
termination in arbitration proceedings and even sought for a stay
on the termination of the said Development Agreement which was
Pallavi/Mayur/Ashwini
49/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

50 15-WP-4824-2025 JF.docx

th
rejected by the learned Sole Arbitrator on 19 August 2026. We
are conscious of the fact that there is a pending Petition/Appeal
under Section 37 of ACA before this Court against such rejection
by the learned Sole Arbitrator in Section 17 proceedings, initiated
at the behest of the Petitioners. However, we do not ﬁnd it
necessary and/or apposite to make any observations on this count
as such Petition/Appeal is an independent statutory proceeding,
to be decided on its own merits and in accordance with law.
98. At this juncture, we deem it apposite to advert to the
Yash Developers vs. Harihar Krupa Co-
decision of this Court in
21
operative Housing Society Ltd. & Ors , which was upheld by
the Supreme Court in Yash Developers vs. Harihar Krupa Co-
22
operative Housing Society Ltd. & Ors .
This Court, having
considered the decisions of the Supreme Court in Union of India
23
& Anr. vs. Mustafa & Najibai Trading Co. and Bharat
24
Sanchar Nigam Ltd. vs. Bhurumal ,
held that a Developer
cannot espouse a total fact-ﬁnding exercise of an adversarial
position, not bereft of disputed facts, against the Society. This is
certainly not within the scope of writ jurisdiction of the Court.
99. We cannot countenance a situation where the Petitioners
21
2022 SCC OnLine Bom 3712
22
(2024) 9 SCC 606
23
(1998) 6 SCC 79
24
(2014) 7 SCC 177
Pallavi/Mayur/Ashwini
50/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

51 15-WP-4824-2025 JF.docx

who by adopting a novel device before this Court by advancing a
maze of technical objections, can deprive substantive justice to the
Respondent No. 4 - Society and its tenants/members. In our
considered view, this is not a case where justice lies on the side of
the Petitioners. In this context, we would gainfully refer to a
decision of the Coordinate Bench of this Court in The State of
25
Bombay vs. Morarji Cooverji , the relevant portion of which is
reproduced below:
“41. …In order to get that relief from the Court on a
writ petition, not only must he come with clean hands,
not only must he not suppress any material facts, not
only must he show the utmost good faith, but he must
also satisfy the Court that the making of the order will
do justice and that justice lies on his side……”
100. In our overall assessment of the case as narrated above, we
ﬁnd no merit in the Petition. Accordingly, the instant Writ Petition
is Dismissed. Rule is Discharged.
101. Before parting with this case, we are reminded of the famous
“Home is where the Heart is.”
adage, Mumbaikars, in their dream
city of Mumbai, have immense hope and aspirations in regard to
their dwelling house, which may manifest itself by way of a ﬂat,
apartment, etc. Besides the hard-earned money that is put in for a
house in Mumbai, there is an investment of emotions, feelings and
25
1958 SCC OnLine Bom 188.
Pallavi/Mayur/Ashwini
51/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07

52 15-WP-4824-2025 JF.docx

sentiments attached to having a home in their city of dreams,
which cannot be procrastinated. In such context, developers/
builders have a huge responsibility cast upon them in law to
ensure that their obligation in terms of handing over possession of
the ﬂats through redevelopment scheme or otherwise is done in a
timely manner. Inordinate delays in this regard, does not only
augment the plight of the tenants/ﬂat owners/occupiers/
beneﬁciaries of a redevelopment scheme, but also defeats the
purpose which the statute/law in this regard intends to achieve.
The inevitable fallout being a slugfest to claim their rights over
their home, resulting in prolonged litigation which ought to be
avoided. We conclude with this solemn hope.
[ADVAIT M. SETHNA, J.] [CHIEF JUSTICE]
Pallavi/Mayur/Ashwini
52/52
Uploaded on - 26/10/2026 Downloaded on - 26/10/2026 18:34:07
Powered by TCPDF (www.tcpdf.org)