Punjab-Haryana High Court
Chandgi Ram And Others vs M/S Benchmark Infotech Pvt. Ltd. And ... on 7 November, 2025
RSA-2918-2025 (O&M) -:1:-
IN THE HIGH COURT OF PUNJAB AND HARYANA
AT CHANDIGARH
RSA-2918-2025 (O&M)
Reserved on :-29.09.2025
Pronounced on :-07.11.2025
Chandgi Ram and Others
... Appellants
Versus
M/s Benchmark Infotech Pvt. Ltd. and Others
... Respondents
****
CORAM: HON'BLE MR. JUSTICE VIRINDER AGGARWAL
Argued by :-
Mr. Akshay Bhan, Senior Advocate along with
Mr. Santosh Sharma, Advocate,
Mr. Varun Sandhu, Advocate and
Mr. Ashutosh Dhankar, Advocate for the appellants.
Mr. Aashish Chopra, Senior Advocate, with
Ms. Rupa Pathania, Advocate,
Mr. Abhinav Kaushik, Advocate and
Ms. Nitika Sharma, Advocate,
for caveator/respondents No.1 and 2.
Mr. Amit Jhanji, Senior Advocate along with
Dr. Eliza Gupta, Advocate,
Mr. Anhad Batta, Advocate
for respondent No. 3.
****
VIRINDER AGGARWAL, J.
1. The appellants have preferred the present Regular Second Appeal (here-in-after referred to as "RSA") under Section 41 of the Punjab Courts Act, 1918, impugning the concurrent judgments and decrees passed by the learned Courts below. By virtue of the impugned judgment and decree dated 17.04.2025, the learned Additional District Judge, Gurugram, while deciding the appeal preferred by the appellants/plaintiffs, has modified 1 of 27 ::: Downloaded on - 12-11-2025 07:38:57 ::: RSA-2918-2025 (O&M) -:2:- and to some extent reversed the judgment and decree dated 22.03.2024 rendered by the learned Civil Judge (Junior Division), Gurugram. 1.1. The gravamen of the present appeal is that the findings recorded by both the learned Civil Judge (Junior Division) and the learned Additional District Judge, Gurugram, are vitiated by errors of law and fact, being premised upon a manifest misappreciation and misapplication of evidence on record. It is further contended that such findings have resulted in substantial injustice and grave prejudice to the appellants, thereby necessitating the interference of this Court in exercise of its appellate jurisdiction under the aforesaid statutory provision.
2. For the sake of clarity and convenience, the parties shall hereinafter be referred to by their respective status as they stood before the Learned Trial Court. The salient and material facts forming the foundation of the present proceedings, which are essential for an informed adjudication of the issues, are briefly narrated as follows:-
"In brief, the plaintiffs' case is that plaintiff No. 1 entered into a Collaboration Development Agreement dated 09.12.2006 (here-in-after to be referred as "the 2006 Agreement") with defendant No. 1 concerning agricultural land measuring 78 Kanals 5 Marlas (9.85 Acres), situated within the revenue estate of Village Dhorka, Tehsil and District Gurugram (hereinafter to be referred as "the suit land"). Under the said agreement, defendant No. 1 paid a non-refundable security deposit of ₹10,00,000 and undertook to develop a Group Housing Complex/Commercial Complex/ Cyper Park/IT Project at its own cost after obtaining requisite sanctions and approvals from 2 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:3:- the competent authorities. Defendant no. 1 was obliged to secure a Letter of Intent (for short 'LOI') from the Director General, Town & Country Planning, Haryana, within 12 months (extendable only with mutual written consent). Failure to obtain the LOI within the stipulated period was to render the agreement terminated, extinguishing all rights of defendant no. 1 in the suit land.
Clause 13 of the 2006 Agreement provided for allocation of developed areas on a "good-out-of-good" and "bad-out-of- bad" basis, proportionately between the parties. The defendant was required to complete construction within 36 months of receiving vacant possession, extendable by 24 months upon payment of penalty, beyond which no further extension was permissible. In case of default, the plaintiff was entitled to terminate the contract and get the project completed through another agency. Though the plaintiff executed an 'Irrevocable General Power of Attorney and a Special Power of Attorney' in favour of defendant No. 1, the latter failed to adhere to the agreed terms and to obtain necessary approvals.
Subsequently, defendant no. 1 requested execution of a fresh Collaboration Agreement, to which the plaintiff acceded, resulting in the execution of a Collaboration Agreement dated 27.12.2013 (here-in-after to be referred as "the 2013 Agreement"), duly registered with the Sub-Registrar, Gurugram (Vasika No. 22706). Under this arrangement, defendant No. 1 agreed to pay a total sum of ₹2,46,25,000,
3 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:4:- inclusive of the earlier deposit of ₹10,00,000, comprising ₹50,00,000 as non-refundable security and ₹1,96,25,000 as refundable security. Defendant No. 1 undertook to deliver the plaintiffs' share within five years of obtaining the sanctioned building plans, failing which it was liable to pay ₹10,00,000 per month as penalty until offer of possession. Corresponding General and Special Powers of Attorney (Vasika Nos. 1347 & 1348, dated 27.12.2013) were executed in defendant No. 1's favour.
Thereafter, under pressure from defendant Nos. 1 and 2, the plaintiff executed a Supplementary Agreement dated 28.03.2014 ("the Supplementary Agreement"), necessitated by developments following the decision in CWP No. 19050 of 2012 by this Court on 23.01.2014. Based on the 2006, 2013, and Supplementary Agreements, along with the GPA and SPA, defendant No. 3 applied to the DGTCP-Haryana and obtained License No. 103 of 2014 (LC-1257). Upon inspection of this license, the plaintiff discovered that defendants Nos. 1 to 3 had deceitfully procured the license for 7.85 acres only, wrongfully excluding 2 acres of the suit land, thereby causing significant loss to the plaintiffs.
Initially, the plaintiffs were informed that Floor Space Index (FSI) in Sector 95, Gurugram had been exhausted, which purportedly explained the exclusion. Later, however, it was revealed that defendants Nos. 1 to 3 had collusively obtained another License No. 153 of 2014 (LC-1257-D) dated 08.09.2014 4 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:5:- for an additional 5.88 acres, despite the entire land forming part of the same sector where FSI was available at the time of the earlier license. The plaintiffs further learned that the land covered under License No. 153 had been independently purchased by defendant no. 1, while defendant No. 3, a builder of dubious reputation with multiple civil and criminal cases pending against it, had misled the DGTCP-Haryana in obtaining the said license.
Consequently, the plaintiff served a legal notice dated 17.09.2014 through counsel upon all defendants, including DGTCP-Haryana, calling upon them to remedy the wrong. The DGTCP, in its reply dated 06.05.2015, admitted that the application for the 7.85-acre license had indeed been filed on 27.09.2010 and granted accordingly.
It was also averred that defendant No.1-M/s Benchmark Infratech Pvt. Ltd. had earlier filed a suit for Declaration and Permanent Injunction against the plaintiff, seeking enforcement of the 2006 Agreement, Powers of Attorney, and MOU dated 19.01.2007. That suit was compromised and decreed on 14.01.2014. The plaintiffs now assert that the defendants, by their deceitful acts and collusion, caused him grave financial loss by wrongfully excluding 2 acres of his land from the development license. Upon realizing this, the plaintiffs demanded cancellation of all Collaboration Agreements, Supplementary Agreement, and Powers of Attorney, but the 5 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:6:- defendants refused compelling the plaintiffs to institute the present suit."
3. Upon issuance of notice, defendant No. 1 entered appearance and filed its written statement raising several preliminary objections; including that the suit was not maintainable, that the plaintiffs lacked locus standi and a valid cause of action, and that the claim was barred by limitation and vitiated by misjoinder of necessary parties. Defendant No. 1 further alleged that the plaintiffs had not approached the Court with clean hands. It was averred that defendant No. 1, being a duly incorporated company under the Companies Act, 1956 (and existing under the Companies Act, 2013), had passed a Board Resolution dated 11.10.2017 authorizing Mr.Sunil Wali to defend the present proceedings and to file a counterclaim. The execution of the 2006 Agreement and receipt of ₹10,00,000 by the plaintiff were admitted, along with the execution of the General and Special Powers of Attorney in favour of the nominee of defendant No. 1. It was pleaded that defendant No. 1 duly complied with its contractual obligations under the 2006 Agreement, making substantial payments both to the plaintiffs and to the statutory authorities towards license fees, scrutiny fees, and related charges. However, the plaintiffs allegedly attempted to resile from their commitments under the said agreement, compelling defendant no. 1 to institute a civil suit titled 'M/s Benchmark Infratech Pvt. Ltd. v. Chandgi Ram & Ors.' before the Civil Judge (Junior Division), Gurugram, seeking declaratory and injunctive reliefs.
3.1. During the pendency of that suit, the plaintiffs purportedly made extraneous and unreasonable demands for additional monetary and other benefits beyond the terms of the 2006 Agreement. In the interest of 6 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:7:- amicable settlement, defendant No. 1 acceded to these demands, resulting in the execution of a fresh Collaboration Agreement dated 27.12.2013 along with irrevocable GPA and SPA in its favour. Pursuant thereto, defendant No. 1 paid a total sum of ₹2,46,25,000 (inclusive of the earlier amount), and the prior civil suit was compromised and decreed on 14.01.2014. Defendant No. 1 contended that it has always been, and continues to remain, ready and willing to perform its obligations under the 2013 Agreement. It asserted that it expended crores of rupees towards scrutiny fees, license fees, External and Internal Development Charges (EDC/IDC), and bank guarantees, as well as for safeguarding the suit property. Consequently, License No. 103 of 2014 was granted by the Director General, Town & Country Planning, Haryana (for short 'DGTCP').
3.2. The Supplementary Agreement dated 28.03.2014 was admitted, under which both parties agreed to exclude the period between 23.01.2014 and the final decision in CWP No. 19050 of 2012 from the computation of contractual timelines. Defendant no. 1 alleged that the plaintiffs, acting with malice and intent to harass, issued a baseless legal notice dated 17.09.2014 demanding allocation of land corresponding to the entire 9.85 acres instead of the 7.85 acres covered under the sanctioned license. These demands were characterized as false, untenable, and beyond the contractual framework. Defendant no. 1 refused to comply, leading the plaintiffs, allegedly motivated by greed and an intent to extort unlawful gains, to file the present frivolous and vexatious suit. During the pendency of the proceedings, the plaintiffs purportedly approached defendant no. 1 with a proposal to settle the dispute, expressing an urgent need for liquidity and offering to sell their entire rights, title, and interest in the 9.85-acres suit land for a consolidated 7 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:8:- sale consideration of ₹17,73,00,000. Defendant no. 1 agreed, and the plaintiffs consented to refund the earlier sum of ₹2,46,25,000 (received under the 2013 Agreement) instead of adjusting it against the sale price. Accordingly, a sale deed dated 08.09.2015 was executed, acknowledging that defendant no. 1 was already in actual physical possession of the property.
3.3. The entire sale consideration of ₹17.73 crores was paid through five cheques of ₹3,00,00,000 each (Nos. 217701-217705 dated 07.09.2015) and one cheque of ₹2,55,27,000, No. 217708 dated 08.09.2015), all drawn on Axis Bank, Gurugram. The cheques were duly encashed by the plaintiff, with ₹17,73,000 deducted as TDS. In addition, the plaintiff executed a possession letter, Special Powers of Attorney, deed of declaration-cum- undertaking-cum-indemnity bond, and a full and final payment receipt in favour of defendant No. 1. Defendant No. 1 further asserted that, upon execution of the sale deed dated 08.09.2015, the plaintiffs agreed to have it registered and to withdraw the present suit. However, the plaintiffs allegedly began evading his commitments by failing to appear before the Sub- Registrar, Gurugram, despite repeated assurances. Later, citing ill health, the plaintiff requested defendant No. 1 to proceed with registration through the registered GPA already in existence, promising to withdraw the suit post- recovery. Acting thereon, defendant No. 1 initiated the registration process, but before completion, the plaintiff and his associates allegedly created a scene and issued threats at the Sub-Registrar's office on 06.10.2015, thereby obstructing registration.
3.4. It was further pleaded that defendant no. 1 had already discharged the entire sale consideration and paid the requisite stamp duty 8 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:9:- and registration expenses. Despite this, the plaintiff continued to evade his obligations, prompting defendant No. 1 to issue a legal notice dated 08.10.2015 through counsel, to which the plaintiff furnished a vague and evasive reply dated 19.10.2015. Defendant No. 1 contended that it had expended substantial sums and efforts in obtaining licenses and conceptualizing the project, while the plaintiffs were misusing the judicial process to unjustly enrich themselves. Consequently, defendant No. 1 sought dismissal of the suit and filed a counterclaim for specific performance of the sale contract dated 08.09.2015 and recovery of ₹2,46,25,000 (refundable under the 2013 Agreement), along with pendente lite interest at 18% per annum. Defendant No. 1 further denied that it had breached the terms of the 2006 Agreement or failed to adhere to its conditions. It maintained that it was the plaintiff who had attempted to renege on his contractual obligations and raise unlawful demands. The earlier civil suit titled as 'M/s Benchmark Infratech Pvt. Ltd. v. Chandgi Ram & Ors.' was admitted to have been filed due to such conduct, and its compromise decree dated 14.01.2014 was relied upon. Defendant no. 1 accepted the execution of the 2013 Agreement, GPA, and SPA dated 27.12.2013 but denied any coercion in executing the Supplementary Agreement dated 28.03.2014, asserting that the same was voluntarily entered into due to the interim stay imposed by this Court in CWP No. 19050 of 2012.
3.5. The obtaining of License No. 103 of 2014 was admitted; however, it was emphatically denied that any deceit was practiced upon the plaintiff or that the exclusion of 2 acres caused him loss. It was contended that the license was validly issued for 7.85 acres strictly in accordance with the 2013 Agreement read with the Supplementary Agreement. The plaintiff's 9 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:10:- allegations regarding License No. 153 of 2014 were described as baseless, speculative, and driven by mala fides. Defendant No. 1 also refuted assertions regarding any pending criminal proceedings against defendant No. 3 or any alleged misrepresentation before the DGTCP-Haryana. Defendant No. 1 further submitted that defendant No. 2 had been unnecessarily impleaded, as he had no personal role or interest in the transaction. It was contended that no question of cancellation of the Collaboration Agreements, Supplementary Agreement, or related Powers of Attorney could arise in light of the subsequent sale deed dated 08.09.2015 executed by the plaintiff in its favour. All remaining averments of the plaint were specifically denied, and dismissal of the suit was prayed for, along with decree of the counterclaim and costs in favour of defendant No. 1.
"COUNTER-CLAIM FILED BY DEFENDANT/RESPONDENT NO.1"
4. In addition to filing its written statement, defendant No. 1 also instituted a counter-claim, asserting that Plaintiff No. 1, being the absolute owner of the suit property measuring 78 Kanals and 16 Marlas situated in the revenue estate of Dhorka, Tehsil and District Gurugram, Haryana, had executed the 2006 Agreement along with irrevocable GPA, SPA, and ancillary documents in favour of Defendant No. 1, pursuant to which a sum of ₹10,00,000/- was paid to the plaintiff. Defendant No. 1 duly performed its obligations under the said agreement, having made substantial payments to the plaintiff and to statutory authorities towards license fees, scrutiny charges, and other expenditures. However, the plaintiff attempted to renege on the contractual terms, compelling Defendant No. 1 to file a civil suit titled "M/s Benchmark Infotech Pvt. Ltd. v. Chandgi Ram & Ors." in 2010 for declaration and permanent injunction. During the pendency of that suit, the 10 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:11:- plaintiff acknowledged his default and entered into a compromise, leading to the execution of a fresh the 2013 Agreement, duly registered along with irrevocable GPA and SPA in favour of Defendant No. 1 and its nominees. Under the said agreement, Defendant No. 1 paid an additional sum of ₹2,46,25,000/- to the plaintiff and subsequently obtained License No. 103 of 2014 for 7.85 acres of the suit land. The Supplementary Agreement was thereafter executed to exclude the period affected by CWP No. 19050 of 2012 for the purpose of obtaining the Letter of Intent from the DGTCP. Despite this, the plaintiff again adopted coercive tactics by issuing a baseless legal notice dated 17.09.2014, prompting the filing of the present suit. 4.1. Defendant No. 1 contended that it has fully performed and continues to remain ready and willing to perform all obligations under the 2013 Agreement and the Supplementary Agreement, having incurred crores of rupees towards scrutiny fees, license fees, EDC, IDC, and bank guarantees. The plaintiff, on the other hand, is alleged to have made frivolous and extortionary demands with mala fide intent to extract unlawful monetary benefits. During the pendency of the suit, the plaintiffs proposed an amicable settlement, expressing a desire for immediate liquidity. Upon consultation with his family, the plaintiff offered to sell all his rights, title, and interest in the suit property measuring 9.85 acres to Defendant No. 1 for a total consideration of ₹17,73,00,000/-. Defendant No. 1 accepted the proposal, agreeing to bear all expenses related to stamp duty, registration, and incidental charges. It was further agreed that the previously paid sum of ₹2,46,25,000/- under the 2013 Agreement would be refunded by the plaintiff to Defendant No. 1 at the time of execution and registration of the sale deed, rather than being adjusted in the sale consideration. Consequently, a sale 11 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:12:- deed dated 08.09.2015 was drawn, wherein the plaintiff acknowledged Defendant No. 1's possession of the suit land and receipt of the entire sale consideration of ₹17,73,00,000/- through cheques Nos. 217701-217705 (₹3,00,00,000/- each) dated 07.09.2015 and cheque No. 217708 (₹2,55,27,000/-) dated 08.09.2015, all drawn on Axis Bank, Gurugram. These cheques were duly encashed, and ₹17,73,000/- was deducted as TDS. The plaintiff also executed possession letters, SPAs, a deed of declaration- cum-undertaking-cum-indemnity bond, and a full and final payment receipt acknowledging receipt of the entire sale consideration and confirming transfer of possession. The plaintiff agreed to have the sale deed registered personally or through his attorney and to withdraw the pending suit. 4.2. However, despite amicable settlement, the plaintiff subsequently avoided registration of the sale deed and failed to appear before the Sub- Registrar, Gurugram, despite repeated requests. On the pretext of illness, the plaintiff requested Defendant No. 1 to complete registration through the registered GPA already executed in its favour, assuring withdrawal of the suit thereafter. Acting upon this assurance, Defendant No. 1 initiated steps to register the sale deed; however, on 06.10.2015, the plaintiff, in connivance with associates, created a commotion at the Sub-Registrar's office, preventing completion of registration. Defendant No. 1 contended that the entire sale consideration and applicable stamp duty have already been paid and that the plaintiff's conduct constitutes a deliberate breach and abuse of judicial process. Having received full consideration, the plaintiff stands bound by the sale deed dated 08.09.2015 and related documents. The transaction is specifically enforceable, and all ownership rights now vest exclusively with Defendant No. 1. The plaintiff's failure to complete 12 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:13:- registration, despite due consideration and performance by Defendant No. 1, is mala fide and intended to harass. Defendant No. 1 remains ready and willing to fulfill all obligations and bear all expenses for registration. 4.3. A legal notice dated 08.10.2015 was issued by Defendant No. 1 calling upon the plaintiff to complete registration of the sale deed and refund ₹2,46,25,000/-, but the plaintiff failed to comply, necessitating the present counter-claim. It was further pleaded that the plaintiff had also applied for allotment of residential units in the Group Housing Colony developed by Defendant No. 1 in Sector 95, Gurugram, for which allotment letters dated 08.09.2015 were issued. Defendant No. 1 reiterated its readiness to transfer said units and emphasized that the plaintiff, having received the full sale consideration of ₹17,73,00,000/-, is legally bound to complete registration of the sale deed and refund ₹2,46,25,000/-. It was alleged that the plaintiff, with mala fide intent, seeks to create third-party rights in the property. Accordingly, Defendant No. 1 prayed for a decree of specific performance of the sale contract dated 08.09.2015, along with recovery of ₹2,46,25,000/- and interest thereon.
"REPLY FILED BY THE PLAINTIFFS/APPELLANTS TO COUNTER-CLAIM"
5. The plaintiffs filed a detailed reply to the counter-claim, raising preliminary objections as to its maintainability, estoppel, and mala fides on the part of defendant No.1, asserting that the counter-claim was instituted solely to cause wrongful loss to the plaintiffs. It was reiterated that the plaintiffs continue to be the lawful owner in possession of the suit property. While admitting the execution of the GPA, SPA, and other related documents in favour of the counter-claimant, as well as the Collaboration Agreement authorizing development of the land for a Group Housing/Residential 13 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:14:- Complex and receipt of ₹10,00,000/-, the plaintiff categorically denied that the counter-claimant had duly performed its obligations under the said agreement. The filing of Civil Suit titled as 'M/s Benchmark Infotech Pvt. Ltd. v. Chandgi Ram & Ors.', in September 2010, and its subsequent disposal on 04.01.2014 upon compromise, was not disputed. The Collaboration Agreement dated 27.12.2013, execution of GPA and SPA, and receipt of ₹2,46,25,000/- (inclusive of ₹10,00,000/- earlier received) were also admitted. However, it was specifically denied that the defendant No.1 applied for a licence including 7.85 acres of the suit land or that it expended substantial sums toward obtaining the same. The Supplementary Agreement dated 28.03.2014 was acknowledged, but all other averments regarding compliance, expenditure, and readiness and willingness on part of defendant no.1 were denied.
5.1. It was asserted that the plaintiffs remained ready and willing to perform his obligations, and that defendant No.1 was not entitled to claim any interest on the principal amount, since its own illegal acts had rendered the plaintiff's land unutilized for over twelve years. The plaintiff denied having ever expressed disinterest in long-term collaboration or having offered to sell his entire 9.85 acres for ₹17.73 crores. Plaintiffs further denied the alleged agreement to refund or adjust ₹2,46,25,000/-, the alleged receipt of ₹17.73 crores via cheques dated 07.09.2015 and 08.09.2015, and the execution of possession letters, SPAs, indemnities, or receipts acknowledging full payment. The plaintiff contended that defendant no.1's exclusion of 2 acres from the 9.85 acres covered by the Collaboration Agreement caused him wrongful loss, compelling him to institute the present suit.
14 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:15:- 5.2. It was further averred that during pendency of the suit, a proposal for amicable settlement was initiated, whereby defendant No.1 agreed to compensate the plaintiff for the unlicensed 2 acres through proportionate allocation in the constructed towers. Being an illiterate villager, the plaintiff, relying on defendant's assurances, initially consented; however, upon discovering that only inferior units near the EWS blocks were allotted to him, contrary to the agreed pro-rata allocation across all towers, he rejected the arrangement and returned the entire sale consideration of ₹17,73,00,000/-. The plaintiffs contended that the alleged sale deed dated 08.09.2015, executed merely at circle rate, is neither binding nor capable of transferring any right, title, or interest to defendant no.1. He reiterated that the entire consideration had been refunded by account payee cheques duly encashed by the defendant. The plaintiff also asserted that documents such as GPA, SPA, and affidavits in favour of defendant no.1 stood cancelled contemporaneously with execution of the sale deed. It was alleged that defendant no.1 had deceitfully opened an account in the plaintiff's name at Axis Bank, Sector-46, Gurugram, and deposited the impugned cheques therein. All allegations of unconditional execution, avoidance of registration, or misconduct at the Sub-Registrar's office were emphatically denied. The plaintiff maintained that defendant No.1 fabricated false evidence and deliberately avoided settling the matter despite repeated offers to refund ₹2,46,25,000/-.
5.3. The plaintiffs further denied having applied for allotment of any apartments in the Group Housing Colony being developed by defendant No.1 in Sector-95, Gurugram, or having received any allotment letters dated 08.09.2015. He characterized the alleged narrative concerning group housing 15 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:16:- allotments as false, concocted, and fabricated. The plaintiffs denied ever having consciously executed a valid sale deed dated 08.09.2015 for ₹17,73,00,000/- or having received the alleged consideration. 5.4. The plaintiffs further denied any obligation to refund ₹2,46,25,000/- or any entitlement of defendant no.1 to a decree for specific performance or recovery thereof with interest. The plaintiffs asserted that the counter-claim is devoid of cause of action and is liable to be dismissed in toto.
6. Subsequently, the counter-claimant filed a replication to the reply of the counter-claim, wherein the assertions made in the reply were specifically traversed and denied, while the statements, averments, and claims set forth in the counter-claim were reaffirmed, reiterated, and relied upon in toto.
6.1. Upon a comprehensive consideration of the pleadings of the parties and the material placed on record, the Learned Trial Court, vide order dated 13.08.2021, was pleased to settle and frame the following issues for determination of the lis between the parties:-
1. Whether the plaintiff is entitled to decree for declaration with consequential relief of permanent injunction as alleged on the grounds taken in the plaint as prayed for? OPP
2. Whether the suit is not maintainable in the present form? OPD
3. Whether the plaintiff is estopped from filing the present suit by his own acts and conduct? OPD
4. Whether the plaintiff has no locus standi and cause of action to file the present suit? OPD
5. Whether the plaintiff has suppressed the true and material facts and not come to the Court with clean hands? OPD 16 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:17:-
6. Whether the suit has not been properly valued for the purposes of court fee and jurisdiction? OPD
7. Whether the suit is bad for mon-joinder and mis-joinder for necessary parties? OPD
8. Relief Vide order dated 19.02.2024 following additional issues were framed:-
8. Whether the suit is under valued for the purpose of court fee and jurisdiction?OPD (It appears that, due to an inadvertent clerical error, the issue was erroneously numbered as Issue No.8, in the judgment rendered by the learned Trial Court.)
9. Whether the plaintiff has concealed the material facts? OPD
10. Whether the plaintiff agreed to sell his land measuring 9.85 acres to defendant no. 1 for sale consideration of 17,73,00,000/- and also executed sale deed dated 08.09.2015?OPD
11. Whether the defendant no. 1 is entitled to specific performance by way of counter-claim?OPD
12. Relief.
7. The parties were afforded ample opportunity to adduce evidence in support of their respective claims and defenses. Upon the conclusion of evidence and after hearing learned counsel at length, the learned Civil Judge (Junior Division), Gurugram dismissed the suit filed by the appellants/plaintiffs and decreed counter-claim filed by claimant/defendant No.1 and observed that "in view of the foregoing, the counter-claim of Defendant No.1/counter-claimant is allowed with costs, and the plaintiff's suit is dismissed. Defendant No.1/counter-claimant shall receive ₹17,73,00,000 with 9% interest p.a. from the date of sale deed (Ex.D7) until registration. The plaintiff is directed to execute the sale deed 17 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:18:- in favour of Defendant No.1 within 30 days and refund ₹2,46,25,000 with 9% interest p.a. from 27.12.2013 until realization." Aggrieved by this judgment and decree, an appeal was filed before the learned Additional District Judge, Gurugram, which was also dismissed by modifying the learned Trial Court's judgment and accepted the counter-claim of defendant/respondent No.1 observing that "The impugned judgment dated 22.03.2024 is modified as follows:-
(A) Plaintiff's suit is dismissed with costs.
(B) Counter-claim of Defendant No.1 is allowed, declaring
the Collaboration Agreement dated 27.12.2013,
Supplementary Agreement dated 28.03.2014, GPA
(Vasika No.1347), SPA (Vasika No.1348), and
possession letter valid, subsisting, and binding on the plaintiff.
(C) Plaintiff shall execute the Collaboration Agreement within three months, failing which Defendant No.1 may approach the Court for enforcement.
The counter-claim is decreed, appeal is partly allowed, parties shall bear their own costs."
8. The appellants have preferred the present appeal, assailing the judgments and decrees rendered by the learned Courts below, which has been duly admitted for hearing. Notice was served on the respondent, who appeared through their counsel, and the records and proceedings of the lower Courts were requisitioned for this Court's thorough scrutiny and adjudication.
9. I have heard the learned counsel for both parties and have 18 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:19:- considered their submissions in light of the pleadings, evidence on record, and the findings of the Courts below. The records have been carefully scrutinized to assess the rival contentions and to determine 'whether the impugned judgment and decree exhibit any legal infirmity, error of law, or manifest perversity that would justify interference by this Court in the present appeal'?
10. With regard to the scope of a second appeal, it is now a well- settled proposition of law that, in Punjab and Haryana, second appeals are to be treated as appeals under Section 41 of the Punjab Courts Act, 1918, and not under Section 100 of the Code of Civil Procedure. In this context, reliance may be placed on the judgment of the Supreme Court in Pankajakshi (Dead) through LRs and Others v. Chandrika and Others, (2016) 6 SCC 157, followed by Kirodi (since deceased) through LR v. Ram Parkash and Others, (2019) 11 SCC 317, and Satender and Others v. Saroj and Others, 2022 (12) Scale 92. In view of the legal position established by these decisions, no substantial question of law arises that necessitates framing in the present appeal.
11. Learned counsel for the appellants argued that during the pendency of the first appeal, an application for adducing additional evidence was duly filed before the learned First Appellate Court; however, the said application was neither adjudicated upon nor decided concurrently with the appeal. This omission, it was urged, has caused grave prejudice to the appellants, as the proposed evidence was material to the determination of respondent No. 1's readiness and willingness to perform the Collaboration Agreement dated 2013. It is a settled proposition that where such an 19 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:20:- application remains undecided, the matter warrants remand for fresh consideration along with the appeal.
11.1. Counsel further submitted that both courts below failed to appreciate that the respondents, having approached the court with mala fide intent and having suppressed material facts regarding sale consideration, were disentitled to the equitable relief of specific performance. The Collaboration Agreements of 2006 and 2013 were vague, lacking clarity regarding the scope of construction and development obligations, rendering them incapable of precise enforcement. The respondents' repeated expressions of unwillingness to perform further disentitled them to such relief.
11.2. It was also contended that the First Appellate Court erred in decreeing specific performance of the Collaboration Agreement of 2013 and the Supplementary Agreement of 2014, both of which stood superseded by the subsequent Agreement dated 08.09.2015--rightly held to be unenforceable owing to suppression of material facts. Moreover, the appellants' suit was maintainable even without claiming possession, as the relief of permanent injunction was already sought, and the law does not mandate cumulative pursuit of all consequential remedies. Lastly, the finding that the GPA and SPA executed by the appellants in favour of the respondents were irrevocable under Section 202 of the Indian Contract Act, 1872, is manifestly erroneous and contrary to the settled legal position.
12. Conversely, learned counsel for the respondents/defendants contended that no remand is warranted solely on account of the undecided application for additional evidence, particularly in view of the principles enunciated in Prabhu Dayal v. Hardevi (1994(1) PLR 398), Sohan Singh 20 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:21:- v. Gurmej Singh (2002(4) RCR (Civil) 703), Bhag Singh v. Chinmoy Tapoovan Trust Yol Camp (CR-4453-2018, decided on 01.08.2018), and Sukhdev Singh v. Lajwanti (2018 SCC OnLine P&H 7278), which hold that remand is not the rule in every circumstance. It was argued that the impugned findings suffer from neither perversity nor legal infirmity. The irrevocability of the GPA and SPA executed by the appellants, as upheld by the courts below by virtue of Section 202 of the Indian Contract Act considering the substantial investment made by the respondents and the development licence obtained was asserted to be legally unassailable. It was further submitted that the agreement dated 08.09.2015 did not novate or supersede the earlier Collaboration Agreements of 2006 and 2013 or the Supplementary Agreement of 2014. Therefore, the concurrent findings being lawful and well-reasoned call for no interference.
13. Upon a meticulous examination of the record, it is evident from the interim order dated 29.07.2024, passed by the learned Additional District Judge, Gurugram, that the appellants had filed an application under Order 41 Rule 27 CPC seeking leave to adduce additional evidence. A copy thereof was duly supplied to the respondents, and the matter was adjourned to 10.10.2024 for filing a reply and for consideration of the said application. It is an admitted position that the application remained undecided. Learned counsel for the appellants contended that serious prejudice has been caused, as the proposed additional evidence was crucial to establish the respondents' lack of readiness and willingness to perform the collaboration agreements. Hence, it was urged that the matter be remanded to the learned First Appellate Court for adjudication on merits along with the pending application. Reliance was placed on the judgment of the Hon'ble Supreme 21 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:22:- Court in Jatinder Singh & Another v. Mehar Singh & Others, (2009) 17 SCC 465, particularly paragraph 4 thereof, which is reproduced as under:-
4. While deciding the second appeal, however, the High Court had failed to take notice of the application under Order 41 Rule 27 of the Code of Civil Procedure and decide whether additional evidence could be permitted to be admitted into evidence. In our view, when an application for acceptance of additional evidence under Order 41 Rule 27 of the Code of Civil Procedure was filed by the appellants, it was the duty of the High Court to deal with the same on merits. That being the admitted position, we have no other alternative but to set aside the judgment of the High Court and remit the appeal back to it for a decision afresh in the second appeal along with the application for acceptance of additional evidence in accordance with law."
13.1 He further placed reliance on the dictum of the Hon'ble Supreme Court in North Eastern Railway Administration, Gorakhpur v.
Bhagwan Dass (Dead) by LRs, (2008) 8 SCC 511, wherein the Court, in analogous circumstances, held that when an application under Order 41 Rule 27 CPC remains undecided, the proper course is to remand the matter to the appellate court for adjudication of the appeal along with such application. Reference was made to paragraph 21 of the judgment, wherein the Hon'ble Apex Court reiterated that non-consideration of an application for additional evidence vitiates the appellate proceedings, relevant extract of the judgment is as under:-
"21. In the result, the appeal is allowed and the judgment and orders dated 17-7-2002 and 14-6-2005 are set aside. The matter is remitted back to the High Court, which shall, after hearing the parties, take a fresh decision on the applications preferred by the appellant under 22 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:23:- Order 41 Rule 27 and Order 6 Rule 17 CPC and thereafter form its opinion afresh on the merits of the second appeal. We may clarify that we have not expressed any final opinion on the merits of the second appeal as well as the applications, which shall be considered and disposed of by the High Court on their own merit in accordance with law."
14. The authorities cited by learned counsel for the respondents, namely Prabhu Dayal v. Hardevi (1994(1) PLR 398), Bhag Singh v. Chinmoy Tapoovan Trust Yol Camp (CR-4453-2018, decided on 01.08.2018), and Sukhdev Singh v. Lajwanti (2018 SCC OnLine P&H 7278), pertain to rent petitions. It is well-settled that strict procedural provisions of the CPC are not applicable to proceedings before Rent Authorities, which are governed by the specific statutory framework of the Rent Acts. Similarly, Sohan Singh v. Gurmej Singh 2002(4) RCR (Civil)
703) is based upon order of this Court in Prabhu Dayal's case (supra) which was regarding a rent petition. In contrast, the authorities relied upon by the appellants' counsel relate to ordinary civil proceedings. Further, in Satish Chand Surana v. Raj Kumar Meshram, 2022(1) RCR(Civil) 598, the Hon'ble Supreme Court reaffirmed that where an application for additional evidence remains undecided by the appellate court, the proper course is to remand the matter for adjudication along with the appeal, as held in paragraph 11 of the judgment, which is as under:-
"In the result, the appeal succeeds and is accordingly allowed in part. The judgment of the High Court impugned herein is set aside. The matter is remitted back to the High Court for fresh disposal in accordance with law and in view of the observations made above"
14.1. In para No.7 to 10, Hon'ble Apex Court has held as under:-
23 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:24:- "(7) Learned counsel for the appellant-plaintiff submits that the High Court has dismissed the first appeal of the plaintiff without deciding the application filed by him under Order XLI Rule 27 of the CPC, seeking permission to adduce the additional evidence.
Learned Counsel further submits that the appellant has a good case on merits.
(8) It is well-settled that, ordinarily, the Appellate Court should not travel beyond the record of the lower court. Section 107 of the CPC carves out an exception to this general rule, enabling the Appellate Court to take additional evidence subject to the conditions prescribed in Order 41 Rule 27 of the CPC. Thus, grant or refusal of the opportunity for production of additional evidence at the appellate stage is within the discretion of the appellate court. Dismissal of the main appeal without deciding the application for additional evidence would result in miscarriage of justice. The First Appellate court, being the last court of facts and evidence, should permit the production of additional evidence where the explanation furnished by the party is satisfactory and the documents in question are vital to establish the case. (9) It is also necessary to observe here that the application for permission to file additional evidence should contain the list of documents giving full particulars thereof and copies sought to be filed as additional evidence should be served on the other side. However, the High Court cannot completely ignore the application filed by the appellant and pronounce the judgment. If the appellant makes out a case for allowing the application, the material produced along with the application has to be considered at the time of final disposal of the appeal in accordance with law. (10) In the instant appeal, it is clear that the High Court has proceeded to dismiss the appeal without considering the application filed by 24 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:25:- the appellant-plaintiff. In our view, the High Court has to consider the matter afresh in the light of the observations made above." 14.2. This Court, in Ashok Kumar vs. Surinder Kumar, (2005) 140 PLR 138, has also remanded the appeal where application for additional evidence remained undecided, para No.7 to 9 are reproduced here-in-under:-
"7. As referred to above, the defendant-appellant had filed an application under Order 41 Rule 27 CPC for production of additional evidence during the pen- dency of the appeal. Notice in the said application was given to the other side, who had filed the reply and the case was fixed for arguments in the main appeal as also on the application for additional evidence. However, without deciding the application for additional evidence, learned Additional District Judge, proceeded to dismiss the appeal filed by the defendant-appellant. Under these circumstances, in my opinion, the decision of the appeal without deciding the ap- plication for additional evidence has resulted in miscarriage of justice. In my opinion, it was the duty of the lower appellate Court to have decided the application for additional evidence and could not have decided the appeal without deciding the aforesaid application for additional evidence.
8. Learned counsel for the plaintiff-respondent submitted before me that even if the learned Additional District Judge had failed to decide the application for additional evidence, no case was made out for remanding the case to the lower appellate Court for decision of the appeal afresh. Reliance was placed on Sohan Singh v. Gurmej Singh, 2002 (4) RCR (Civil) 703 (P&H): 2002 (3) The Punjab Law Reporter 329. However, I find no force in this submission of the learned counsel for the plaintiff-respondent. In the reported case the Regular Second Appeal was of the year 1982 25 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:26:- which was decided by this Court on 16.8.2002 This Court after considering the application for additional evidence, which was moved before the lower appellate Court, found that there was no merit in the application filed by the plaintiffs-appellants for leading additional evidence and that no prejudice was caused to them by not deciding their application for additional evidence by the first appellate Court. Furthermore, while declining to remand the case it was observed that remanding a case for retrial is a serious matter and such order can be passed in exceptional circumstances where there had been no real trial or complete and effective adjudication of the matter and that remand is not meant for providing fresh opportunity to a party. However, in the present case the position is entirely different. The defendant-appellant is not seeking remand of the case for re-trial. On the other hand, the case has to be sent to the lower appellate Court for deciding the appeal afresh in accordance with law and while deciding the appeal the lower appellate Court is required to decide, the application for additional evidence moved by the defendant-appellant. So far as the merits of the application for additional evidence are concerned, in my opinion, it would not be appropriate for this Court to make any observation in this regard at this stage and it would be for the lower appellate Court to decide the application for additional evidence in accordance with law.
9. For the reasons recorded above, present appeal is allowed, judgment and decree dated 5.2.2002, passed by the Additional District Judge are set aside and the case is remanded back to the learned Additional District Judge for deciding the appeal afresh in accordance with law. It is made clear that before deciding the appeal, the lower appellate Court shall also consider and decide 26 of 27 ::: Downloaded on - 12-11-2025 07:38:58 ::: RSA-2918-2025 (O&M) -:27:- the application for additional evidence, moved by the defendant- appellant, in accordance with law."
14.3. In view of the foregoing, it is evident that the application filed by the appellants seeking permission to adduce additional evidence was not adjudicated by the learned First Appellate Court alongside the appeal on merits. Consequently, the appellants' appeal is meritorious and is hereby allowed. The impugned judgment of the learned Additional District Judge is set aside, and the matter is remitted to the learned First Appellate Court for fresh adjudication of the appeal along with the application for additional evidence, in accordance with law, preferably within 'three months' from the date of receipt of a certified copy of this order.
15. In view of the final adjudication of the main proceedings, all pending miscellaneous applications, if any, connected with the said case are also disposed of by virtue of this order. Such disposal shall be deemed to include all ancillary or incidental applications filed in the course of the main litigation, without the need for separate or further orders in respect thereof.
( VIRINDER AGGARWAL)
07.11.2025 JUDGE
Gaurav Sorot
Whether reasoned / speaking? Yes / No
Whether reportable? Yes / No
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