Registered assignment of leasehold rights for consideration cannot be unilaterally terminated by notice after thirteen years.

The Plaintiff (Pankh Properties) and Defendant No. 1 (Khambatta) executed a registered Deed of Assignment and an Irrevocable Power of Attorney on 20.11.2012, whereby the Defendant assigned leasehold rights of "Adenwalla Building" to the Plaintiff for ₹12 Crores.

The Plaintiff was put in possession and tenancies were attorned.

Simultaneously, the parties executed an unregistered "Supplemental Agreement" regarding the Defendant’s intent to purchase 7,750 sq. ft. in a future redevelopment project.

Redevelopment did not materialize due to lack of tenant consent.

In 2025, after a change in the Plaintiff company's shareholding (acquired by a family involved in long-standing litigation with the Defendant), the Defendant issued a notice terminating the 2012 registered Deed of Assignment, alleging it was void for lack of Municipal Corporation (MCGM) permission under Section 92(dddd) of the MMC Act and for breach of the redevelopment understanding.

The Plaintiff sued to stay the termination, and the Defendant filed a Counter Claim seeking damages of ₹310 Crores and a declaration that the Assignment was void.

Whether a registered Deed of Assignment can be unilaterally terminated by a notice after 13 years based on an alleged breach of a separate unregistered supplemental agreement.

Whether the absence of prior permission from the Municipal Commissioner under Section 92(dddd) of the MMC Act renders a registered Deed of Assignment void ab initio.

Whether the change in shareholding of the Plaintiff-Assignee company provides a legal ground for the Assignor to rescind the completed assignment.

The Court applied the principle that a registered instrument of transfer cannot be unilaterally cancelled by a mere termination notice.

The principle was relied upon from the case of Thota Ganga Laxmi v. Govt. of Andhra Pradesh.

Under Section 31 of the Specific Relief Act, 1963, once title passes upon payment of consideration, the sale cannot be cancelled for non-payment of additional contingent amounts.

The Court followed Dahiben v. Arvindbhai Kalyaniji Bhanusali for the principle that once title passes upon payment of consideration, the sale cannot be cancelled for non-payment of additional contingent amounts.

Regarding statutory breaches, the Court followed Kalandi Baburao Raut v. Dattu Damu Thakare, holding that transfers without MCGM permission under Section 92(dddd) of the MMC Act are irregular (subject to penalty/regularization) but not void per se between the parties.

The Court also referenced Chandrakant Shankarrao Machale v. Parubhai Bhairu Mohite regarding the impermissibility of modifying registered documents via unregistered ones.

The Court found the Deed of Assignment to be absolute, unconditional, and independent of the Supplemental Agreement.

It noted that the Defendant received the full ₹12 Crore consideration in 2012 and acted upon the deed for over a decade.

The Court rejected the "dual consideration" argument, noting the registered deed made no mention of the 7,750 sq. ft. area, which was part of a separate, unregistered, and now frustrated understanding.

On the MMC Act violation, the Court held that the Defendant, as Assignor, was contractually obligated to procure all permissions; he could not benefit from his own default to invalidate a deed 13 years later.

Furthermore, the Court held that a company is a distinct legal entity; the transfer of its shares to a third party (even a hostile one) does not constitute fraud or a breach of the Assignment Deed.

The Defendant's failure to deposit the ₹12 Crores when prompted by the Court further weakened his claim for equitable relief.

It held that the Plaintiff established a strong prima facie case and that the balance of convenience favored protecting the long-standing registered title.

The Court granted a temporary injunction restraining the Defendants from acting upon the purported termination and from representing Defendant No. 1 as the owner.

The operation of the termination notice dated 11.06.2025 was stayed.

The Defendant’s Application for damages/deposit was dismissed with costs of ₹25,000 as a "counterblast" and "dishonest claim".

Stay of the judgment was refused.