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4. The details of ownership of land of each of the 5 consortium companies is specified area-wise and tabulated on the opening page of the Term Sheet. The components of the project consist of Group Housing, Villas, and Commercial development etc. It was agreed between the parties that the specifications, pricing, timing, infrastructure, costing etc. of the project would be reviewed and approved with mutual consent at the time of execution of the definitive agreement and shall be annexed as an annexure to the Definitive Agreements and may be modified at the time of execution of the project as per mutual consent. In developing the project, Bestech shall be solely responsible for the construction and development of the project as per the specifications and standards mutually agreed between the parties. Bestech agreed to bear the cost of development of infrastructures for the project. The construction cost for the Villa, Group Housing, Commercial components of the township shall be borne by the parties in the ratio of their respective share of areas. It was agreed that BOHL would not fund the project. This was for the reason that it had ownership and title to the Project Land. The entire project was to be developed and built as a single project with similar quality of construction. Timelines were specified in the Term Sheet for plots, group housing and for commercial development which were to run from the date of obtaining the change of land use license and all statutory clearances for the project. Bestech was free to add more land to the project at their own cost without any right of BOHL on the said additional land procured by Bestech and in this, no non-compete shall operate on Bestech if they wished to amalgamate any additional land contiguous to the Project Land for their own use. BOHL agreed to retain the possession of the land till the time Bestech obtains the Letter of Intent (LOI). The original title papers of the land were agreed to be handed over to the developer on issuance of LOI by the Director, Town and Country Planning, Haryana solely for the purpose of enabling the Bank to conduct a due diligence for debts sanctioning. Bestech was instructed in the Term Sheet not to directly or indirectly enter into any collaboration or joint venture agreement to develop any township within a 2 Km. radius of the Project Land without prior written consent of BOHL. There was an arbitration clause to settle disputes relating to the Term Sheet or any of the definitive agreements to be drawn in the future to be resolved by arbitration. The venue of arbitration would be in New Delhi. It was agreed that there will be three arbitrators, one nominated by BOHL, one by Bestech and the third to be decided by the first two arbitrators to be the Presiding Arbitrator. However, the last term in the Term Sheet, which has been strongly relied upon by BOHL to deny claims of Bestech, falls under the heading "Execution of definitive agreement". The moot clause reads :-

and not 'agreements'. In this way, the execution of definitive agreement lies spread across the entire development of an integrated township and the period specified cannot be read across all 7 projects which were yet to be defined through multiple definitive agreements with respect to each part of the proposed project taken up for creation. At the time of drawing up of the Term Sheet, each of the 5 owners of land received ` 1 crore from Bestech as a non-refundable and non-adjustable deposit calculated at the rate of ` 1 crore per acre of Project Land or in proportion thereof, falling within R-zone in the new Master Plan subject to a maximum of ` 100 crores. In the matter of obtaining a license, Bestech was responsible for obtaining licenses for the development of the conceptualized integrated township from the Director Town and Country Planning, Haryana and would pay all license fees, all the bank guarantees towards external development charges, infrastructure development works, infrastructure development charges required for obtaining license, conversion charges, scrutiny charges and other charges as may be required by law for obtaining the license/s. All the installments of EC/IDC/IDW would fall on Bestech including renewal charges and other charges in order to maintain the license. Bestech agreed to apply for license over the Project Land within 14 days from the date of notification of Gurgaon-Manesar Master Plan 2031. Bestech would ensure that the license would be obtained within 18 months which was referred as the "Long Stop Date" from the date of execution of the definitive agreements between the parties or 12 months from the notification and implementation of the Master Plan. It is not disputed that the Master Plan has been drawn by the Government and notified on 15th November, 2012. However, it was agreed that the Long Stop Date shall be extended to the extent of any delay in the notification and implementation of Master Plan or any other legal, political and environmental issues which may be beyond the control of Bestech. These can be defined more elaborately during the making of the definitive agreement.

19. He submits that BOHL and company are the owners of Project Land and hold title deeds thereon and are free to deal with their property in the manner they wish to the exclusion of Bestech who can no longer be said to retain any right or interest in the Project Land since the boundaries of the prescribed period of 45 days stand overstepped thereby extinguishing rights, if any, of Bestech in absence of drawing up a master definitive agreement to spawn the remaining future agreements. He draws attention to the mechanism evolved in the payment schedule laid down in the Term Sheet, under the heading; 'Non Refundable Security Deposit'(NRSD), from where learned senior counsel asserts that Bestech was unable to fulfill its obligations. He refers to the fiat accompli created recently by the Director, Town and Country Planning, Haryana who has rejected the application for a license for Group Housing component in 14 odd acres vide order passed on 2nd April 2014. He relies on clause C (iv) of the Preliminary heading NSRD to suggest that on refund of initial deposit by Bestech to BOHL in terms of Clause (iii), the Term Sheet would terminate and thereafter, Bestech would have no right, title or interest in any manner, or rights whatsoever in or over the Project Land. Clause (iii) deals with a situation where Bestech fails to procure the license under Sub Clause (ii), then BOHL will be offered the responsibility to procure the license at the cost of Bestech and in breach thereof, if BOHL fails to procure the license within a period of 5 years from the date of the Term Sheet, then the entire initial deposit will be refunded to Bestech without any interest thereon. He points out that Sub Clause (iii) of Clause C of preliminary NSRD is not found in the definitive agreement/collaboration agreement and, therefore, the clause is rendered redundant, otiose and meaningless and now cannot be used against BOHL and to its detriment.

80. Mr. Aggarwal in his illuminating address to the Court began by reading out every word of the Term Sheet and explaining from back and forth the text and the context and what the parties meant for their mutual benefit and has taken me through each part of it synthesizing organically the real intention of the parties in creating contractual obligations by lifting all veils. He contends that the Term Sheet itself declares in plain words that it would be a binding agreement governing the rights and liabilities of the parties and that it outlines the terms and conditions of the proposed joint development project of a very high magnitude to create a township in partnership for the mutual benefit of both the signatories. The Term Sheet was agreed to be 'followed' but not replaced or substituted or modified by the execution of the 'definitive agreements'. Here, in the opening part of the Term Sheet, agreements are contemplated and such agreements would be executed in 7 definitive agreements or component parts of the project as more specifically enumerated in the Term Sheet. He submits that the Term Sheet contains all the commercials agreed to by the parties and all subsequent recitals in the collaboration agreements in addition but not in derogation of the commercials as are set out in the Term Sheet. The Term Sheet is the working blue print of the project to be fashioned on the drawing boards of times to come with both parties minutely working them out with a spirit of mutuality with each of them acting according to the recitals in the Term Sheet. With both of them resting sanguine on many imponderables for them to cross the bridges as they come in a long drawn out project which to the ordinary eye looks massive in its dimensions; humongous in its proportions for which the parties put their heads together consciously and symbiotically depending on each other to fulfill the conception of a dream project. According to him, the Term Sheet is the living tissue of the project which depends, for obvious reasons, on a licence issued by the competent authority i.e. Department of Town and Country Planning, Haryana when according change of land use, otherwise, the project would inevitably fail. He submits that in the matter of grant of license, there could possibly be no absolute assurances and that is why, the Term Sheet talks of legal, political, and environment issues which may be beyond the control of Bestech or even BOHL. The initial burden of obtaining the license was on Bestech within 18 months being the long stop date but this was to run from the date of execution of the definitive agreements executed between the parties or 12 months from the notification and implementation of the Master Plan. It is nobody's case that on the date of signing of the Term Sheet, the Master Plan of Gurgaon-Manesar area was notified. The notification came in November, 2012 while the Term Sheet was executed on 3rd September, 2012. However, the Term Sheet dealt with failure of Bestech to procure a license by Long Stop Date. Consequently, a mechanism was agreed upon to prevail, the steps of which were; (1) Bestech will be given time extension for procuring license as mutually agreed; (2) If Bestech fails to procure license, BOHL will be offered responsibility but at the cost of Bestech; (3) If BOHL fails to procure license within a period of 5 years from the date of the Term Sheet i.e. September, 2017, then the entire initial deposit will be refunded to Bestech without any interest; and (4) on refund of initial deposit by Bestech to BOHL, the Term Sheet would terminate and, thereafter, Bestech would have no right, title or interest in the Project Land. If licence has been declined by DTCP the order is appealable.