Breach of essential terms precludes specific performance notwithstanding a finding of illegal contract termination.

The Petitioner ("Developer") and the Respondent ("Trust") entered into a Memorandum of Understanding (2005) and a Development Agreement (2007) for the redevelopment of a property in Mumbai.

The Developer was obligated to construct a new hostel and temple with an area of at least 32,000 sq. ft. ("Agreed Area")

Development was initially planned under Regulation 33(7) of the DCR, but the Developer later obtained approvals for a "Reduced Area" of 25,838 sq. ft. under Regulation 33(6)

In 2016, the Trust issued a Termination Notice based on the Developer’s failure to secure approval for the Agreed Area

The Sole Arbitrator passed an award ("Impugned Award") holding that while the Trust had no contractual right to terminate the agreement under Clauses 28 and 29, the Developer was not entitled to specific performance because it was not "ready and willing" to deliver the full 32,000 sq. ft.

The Arbitrator ordered the Developer to hand over possession and the Trust to refund Rs. 3.69 Crores with interest

The Developer challenged this award under Section 34 of the Arbitration and Conciliation Act, 1996

The Court primarily applied Section 34 of the Arbitration and Conciliation Act, 1996, which limits judicial interference to grounds of patent illegality or conflict with public policy

It relied on the principles of specific performance requiring "readiness and willingness" under the Specific Relief Act

The court applied the "Public Policy" and "Possible View" tests from Associate Builders v. Delhi Development Authority

the principle of respecting the finality of awards and "implied reasoning" from Dyna Technologies Private Limited v. Crompton Greaves Limited

Regarding jurisdiction, it interpreted Section 41 of the PSCC Act and Section 55 of the Indian Easements Act, 1882, regarding accessory licenses

The Court rejected the Developer's argument of "inherent contradiction," finding that the Arbitrator’s interpretation of Clauses 28 and 29 was a plausible view.

The Arbitrator logically concluded that although the contract was technically "interminable," it could not be specifically performed because the Developer refused to commit unconditionally to the fundamental term of delivering 32,000 sq. ft.

The Court noted that the Developer's pleadings effectively sought to force the Trust to accept a lower area, which indicated a lack of readiness to perform the original bargain

On the jurisdictional challenge, the Court held that the Developer’s right to enter the property was an "accessory license" incidental to development rights, not a standalone license protected by the PSCC Act

The Court further dismissed the Charity Commissioner objection as a "novel argument" raised late, noting the Commissioner was aware of the litigation

Finally, the Court emphasized that under Section 34, it cannot re-appreciate evidence or correct factual errors if the Arbitrator’s view is possible and the outcome is commercially logical

(i) the denial of specific performance was not irreconcilable with the finding of "illegal" termination as the contract had become incapable of performance due to the Developer's conduct

(ii) the Developer failed to prove readiness and willingness to deliver the Agreed Area

(iii) the Small Causes Court had no exclusive jurisdiction because the license was merely incidental to development rights

(iv) the lack of Charity Commissioner approval did not constitute a jurisdictional defect

The order for restitution (refund of consideration and return of possession) was found to be a just and wholesome outcome