Specific performance of commercial contracts is the general rule post-2018 Amendment to the Specific Relief Act.

The Petitioner (a real estate developer) and Respondents (landowners) entered into a "Binding Heads of Terms" (Binding HoT) on 17.05.2023 for the development of 6.76 acres of land in Mehrauli, Delhi

The agreement contemplated a 42.3/57.7 revenue share and the future execution of a Definitive Collaboration Agreement

Over 30 months, three addenda were executed extending the validity of the HoT, and the Petitioner paid approximately ₹8 Crores while pursuing statutory approvals

On 10.03.2026, the Respondents claimed the agreement had lapsed by efflux of time and subsequently refunded ₹2.8 Crores

Apprehending the creation of third-party rights, the Petitioner sought interim protection under Section 9 of the Arbitration and Conciliation Act, 1996

1. Whether the "Binding HoT" constitutes a concluded and specifically enforceable contract despite contemplating a future definitive agreement

2. Whether time was of the essence of the contract, thereby terminating the agreement upon expiry of the stipulated timelines

3. Whether the court should grant interim protection to preserve the subject matter of the dispute pending arbitration

The court primarily applied Section 9 of the Arbitration and Conciliation Act, 1996, which grants courts broad discretionary power to provide interim measures that are "just and convenient" to promote the efficacy of arbitration

It relied on the post-2018 amendment framework of the Specific Relief Act (SRA), specifically Section 10, which makes specific performance a general rule rather than a discretionary exception

The court cited Trimex International FZE Ltd. v. Vedanta Aluminium Ltd. regarding the binding nature of "Heads of Terms" when essential terms are settled

Global Music Junction Pvt. Ltd. v. Shatrughan Kumar regarding the legislative shift toward stronger enforcement of contracts

The court reasoned that since the HoT identified the land, revenue share, and financial obligations, it was not a mere "agreement to agree" but a binding commercial arrangement

The court found that the continuous execution of addenda and substantial payments by the Petitioner demonstrated that the parties did not initially treat time as being of the essence

Applying the principles from Essar House Private Limited, the court held that Section 9 jurisdiction is not strictly bound by the rigours of the CPC (Order XXXVIII Rule 5 or Order XXXIX) but is aimed at preventing the frustration of the arbitral process

The court noted that the 2018 SRA amendment mandates enforcement of contracts unless specific statutory bars are proven, an exercise best left to the Arbitral Tribunal rather than decided summarily at the Section 9 stage

The Petition was allowed, and the Respondents were restrained from creating any third-party rights, alienating, or encumbering the Collaboration Land until the Arbitral Tribunal considers the matter

The court clarified that these observations are prima facie and do not prejudice the final adjudication by the learned Arbitral Tribunal