### Unilateral Termination of a Registered Deed of Assignment for Consideration Is Legally Impermissible and Non-Est

In November 2012, Defendant No. 1 (Assignor) executed a registered Deed of Assignment and an Irrevocable Power of Attorney, transferring leasehold rights of "Adenwalla Building" to the Plaintiff (Assignee) for a consideration of ₹12 Crores.

Defendant No. 1 handed over possession and attorned tenancies to the Plaintiff.

Simultaneously, the parties executed an unregistered "Supplemental Agreement" regarding future redevelopment rights.

In June 2025, after 13 years, Defendant No. 1 issued a notice purporting to unilaterally terminate the registered Deed of Assignment.

The termination was alleged on the grounds of: (i) breach of the Supplemental Agreement; (ii) violation of Section 92(dddd) of the MMC Act for lack of prior MCGM permission; and (iii) fraudulent takeover of the Plaintiff company by a tenant against whom the Defendant had a pending eviction suit.

The Plaintiff sought interim relief to stay the termination, while the Defendant filed a Counter Claim for damages.

Whether a registered Deed of Assignment can be unilaterally terminated via a legal notice after 13 years of being acted upon.

Whether the unregistered Supplemental Agreement is inextricably linked to the registered Deed of Assignment so as to permit termination of the latter for non-performance of the former.

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

Registered sale/assignment documents cannot be unilaterally cancelled by a mere notice; such cancellation requires a decree from a competent Civil Court under Section 31 of the Specific Relief Act, 1963.

The Court relied on *Thota Ganga Laxmi v. Govt. of Andhra Pradesh* regarding the sanctity of registered instruments.

The Court also applied the rule from *Dahiben v. Arvindbhai Kalyaniji Bhanusali*, holding that title passes upon registration even if part of the consideration is unpaid or subsequent conditions are unmet.

Regarding Section 92(dddd) of the Mumbai Municipal Corporation (MMC) Act, the Court followed the principle that transfers without prior permission are regularizable upon payment of a penalty and do not automatically invalidate the contract between the parties.

The Court observed that the Deed of Assignment was absolute, unconditional, and fully acted upon since 2012, with the Defendant having enjoyed the ₹12 Crore consideration for over a decade.

The Court rejected the "dual consideration" argument, noting that the registered Deed made no reference to the unregistered Supplemental Agreement.

The Court found the Supplemental Agreement to be a separate, frustrated understanding dependent on third-party (tenant) consents which never materialized.

Regarding the MMC Act, the Court held that since the Assignor (Defendant) was contractually obligated to provide clear title, he cannot invoke his own failure to obtain MCGM permission to void the deed.

The Court characterized the Defendant's notice as a "counterblast" to the change in the Plaintiff's shareholding, which the Court deemed a separate corporate matter irrelevant to the validity of the Assignment.

The Court dismissed the Defendant’s Application in the Counter Claim, holding his claim for damages as "preposterous" and "dishonest" given his failure to seek specific performance for 13 years.

Defendant No. 1 was ordered to pay costs of ₹25,000.

A stay on this judgment was refused.