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3. Leaving aside all that, the disputed Term Sheet in this case begins with the opening gambit:"This binding Term Sheet...outlines the terms and conditions of a proposed joint development agreement..." In the recital next following, the parties agree that "...This Term Sheet shall be followed by the execution of definitive agreements between the parties as more specifically enumerated in this Term Sheet". The words 'definitive agreement' or "definitive agreements" occur in twelve distinct recitals found at different places spread over 8 pages that make the Term Sheet followed by the 9th page where only signatures and stamps of the parties are found recorded in token of acceptance of the terms of agreement, which is the end sheet of the contract. BOHL says that it is not a contract but a contract to enter into a contract, on this I would come later. The Term Sheet, however, contemplates formation of definitive agreements to be entered in the future to realize the Project dreamt. Many of the rights and liabilities which the parties wished to create for themselves are expressed and preserved in the document. The word 'agreement' has been used in different places in the Term Sheet either in the plural or in the singular depending on the context in which they are used. The total Project Land is approximately 108.713 acres situated at villages Harsaru and Hyatpur, in District Gurgaon in the State of Haryana.

(b) The fact that the Term Sheet is not a binding document is evident from the material differences between the Term Sheet dated 3rd September, 2012 and the Collaboration Agreement dated 19th October, 2012 (pg
101). Perusal of both the documents reveal that the Term Sheet was not a sacrosanct agreement or a binding contract as contended by the Respondent. If this was the understanding between the parties then several clauses between the Term Sheet and the Collaboration Agreement dated 19th October, 2012 would not have been at variance with each other.

If Term Sheet was a binding document then there was no need for the parties to have entered into a Collaboration Agreement or envisage entering a Definitive Agreement as the respondent could then have applied for Licenses on the strength of the Term Sheet alone. However, the parties were aware that the Term Sheet was only a preliminary document with no binding effect. Thus the parties had contemplated executing a detailed Definitive Agreement within 45 days of the execution of the Term Sheet. Since the detailed Definitive Agreement could not be executed within 45 day, the parties decided to extend the Term Sheet for purposes of entering into a detailed binding agreement in relation to the Proposed Transaction for development of the entire township Project.

(c) Term Sheet was not a binding agreement between the parties. Term Sheet had to be followed by execution of "the binding definitive agreement". As per the Term Sheet dated 3rd September, 2012, the said definitive agreement which was to be entered within 45 days from the date of the Term Sheet had to be a master agreement which would have contained all the modalities such as specifications, pricing, timing, infrastructure, costing etc. of the whole project and the said definitive agreement was to be annexed as Annexure with other definitive agreements. This was so as for development of Group Housing component the application for license was required to be moved before the concerned authorities on priority basis as the same is accepted in accordance with the applicable group housing policy on first come first basis. Agreement for development of Group Housing part of the entire development Project was executed between the parties on 19th October, 2012 in relation to only 14.4187 acres of Project Land as the Master Plan for Gurgaon was expected any time and therefore respondent was urgently required to apply for the Group Housing licence which is issued by the Authorities as stated above on first come first basis subject to eligibility. In the meanwhile the extended period of the Term Sheet also expired and admittedly not renewed by the respondent.