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5. Whether there was consensus ad idem between the parties on the Draft Definitive Agreements stipulated under clause 7of the Term Sheet dated 26.11.2015?
6. Whether as asserted by the Claimants they were ready and willing to perform their obligations under the Term Sheet dated26.11.2015 and to execute the draft definitive agreements contemplated under the Term Sheet?

Tribunal's finding with respect to issue no.5

26. The tribunal observed that there was no consensus ad idem on the Draft Definitive Agreements. It noted that the execution of these documents were significantly impacted by the objections raised by Venture Nursery, a minority shareholder of the claimant. The tribunal acknowledged that Venture Nursery's unsupportive stance was the primary reason for the non- execution of the Definitive Documents. The tribunal emphasized that these objections disrupted the finalization process and prevented the parties from reaching a binding agreement. The tribunal considered various emails and communications exchanged between the parties. It found that while the Claimants were inclined to finalize the transaction, the necessary amendments to the Definitive Documents were not made to address the concerns raised by Venture Nursery.

108. Thus, the award itself acknowledges that in respect of vital aspects, on which the parties were required to agree upon [which are in the nature of conditions precedent to specific performance], there was no consensus ad idem between the parties. The relevant aspects with regard to which, in terms of the award itself, there was no consensus ad idem, are quite fundamental. Thus, for instance, as per the award itself, there was no consensus ad idem as regards the terms of the share subscription agreement and/ or the merger framework agreement. This is a basic requirement / pre- condition to effectuate the transaction for issuance of any shares.

114. This Court in Usha Aggarwal v. The Punjabi Bagh Co-Operative Housing Society Ltd. and Anr 21, while relying on Mayawanti (supra) has observed as under -

"30. Supreme Court, in Mayawanti v. Kaushalya Devi, (1990) 3 SCC 1, has held (i) that the jurisdiction to order specific performance of a contract is based on the existence of a valid and enforceable contract; where a valid and enforceable contract has not been made, the Court will not make a contract (1990) 3 SCC 1 2018 SCC OnLine Del 8905 for the parties; it is therefore necessary first to see whether there has been a valid and enforceable contract and then to see the nature and obligation arising out of it; it is settled law that if a contract is to be made, the intention of the offeree to accept the offer must be expressed without leaving room for doubt as to the fact of acceptance or to the coincidence of the terms of acceptance with those of the offer; (ii) the rule is that the acceptance must be absolute and must correspond with the terms of the offer; if the two minds were not ad idem in respect of the property to be sold, there cannot be said to have been a contract for specific performance; if the parties themselves were not ad idem the Court cannot order specific performance; (iii) specific performance of a contract is the actual execution of the contract according to its stipulations and terms and the Courts direct the party in default to do the very thing which he contracted to do; the stipulations and terms of the contract have therefore to be certain and the parties must have been consensus ad idem; if the stipulations and terms are uncertain and the parties are not ad idem, there can be no specific performance for there was no contract at all; and, (iv) Section 9 of the Specific Relief Act says that except as otherwise provided in that Act, where any relief is claimed under Chapter II of the Act in respect of a contract, the person against whom the relief is claimed may plead by way of defence any ground which is available to him under any law relating to contracts; the defence of there having not been a contract for lack of consensus ad idem is thus available to the defendant."