Interim Relief Under Section 9 Refused as JDA Termination for Cause Renders Contract Non-Determinable but Compensable.

The Petitioner (GCD Prime), a real estate firm, entered into a Joint Development Agreement (JDA) dated 11.08.2022 with the Respondent (DCM Limited) to develop 68.35 acres of land in Hisar

Under the JDA, GCD was to procure and maintain licenses, while revenue was to be shared at 55:45 in favor of the Respondent

In April 2023, the Directorate of Town and Country Planning suspended the project license due to alleged unauthorized land use by the Respondent

On 31.10.2025, the Respondent issued a termination notice alleging GCD failed to rectify the license suspension

GCD approached the Court under Section 9 of the Arbitration and Conciliation Act, 1996, seeking a stay on the termination and a restraint on third-party rights

1. Whether the Joint Development Agreement is "determinable" in nature, thereby barring specific performance under the Specific Relief Act

2. Whether the Petitioner satisfied the "triple test" (prima facie case, balance of convenience, and irreparable injury) required for interim relief under Section 9 of the Arbitration Act

The court applied Section 9 of the Arbitration and Conciliation Act, 1996, noting that interim measures are intended to preserve the subject matter of the dispute

It relied on Arcelormittal Nippon Steel (India) Ltd. v. Essar Bulk Terminal Ltd. regarding the triple test for injunctions

Regarding contract enforceability, the court applied Section 14(d) of the Specific Relief Act (SRA), which prohibits specific performance of "determinable" contracts, and Section 41(e), which bars injunctions for non-enforceable contracts

It further applied the classification of determinable contracts from K.S. Manjunath v. Moorasavirappa Muttanna Chennappa Batil, distinguishing between contracts terminable at will and those terminable only for cause with a cure period

The Court first determined that the JDA was non-determinable because it did not allow for "termination without cause"; rather, it required a specific event of default and a 30-day cure period

However, it held that GCD failed to establish a prima facie case because Clause 4.4.1 of the JDA explicitly placed the "sole responsibility" on GCD to keep all approvals "valid and subsisting," regardless of the cause of suspension

Furthermore, the court noted that GCD had performed "as is where is" due diligence and could not claim ignorance of the land's legal status

On balance of convenience, the court found the JDA yielded only a 45% profit-sharing entitlement rather than possessory rights in the land; therefore, any potential loss was purely financial and could be compensated via damages in the pending arbitration

The Court concluded that since the Petitioner’s rights were limited to revenue sharing and not land ownership, no "irreparable injury" existed that could not be remedied by monetary damages

The Court dismissed the petition and vacated the previous interim protection

All parties were remitted to the Sole Arbitrator for final adjudication