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d) Pass an ad interim order against the Respondent to provide and submit to this Hon'ble Court copies of the Builder Buyer Agreement/ Agreement for Sale and Conveyance Deeds, where ever executed in respect of sale of units earmarked to Respondents;"

55. The said reliefs have been sought on the ground that the Owners are acting contrary and more particularly to clause 3.12 of the Collaboration Agreement wherein the Developer has a Right of First Refusal12 for the purchase of Units of Owner's allocation in the event it proposes or attempts to sell at a rate less than the rate fixed by Developer. It is alleged that the Owner has, without any information and without giving 15 days' notice to the Developer, sold certain units below the threshold price fixed by the Developer to third parties without offering ROFR to the Developer.

Submissions On behalf of the Developer

57. Mr. Sibal, learned Senior Counsel for the Developer, submits that Hereinafter referred to as "ROFR"

Digitally Signed Signing Date:10.10.2025 15:35:12 under Clause 3.12 of the Collaboration Agreement, the Developer is vested with an unequivocal contractual ROFR in respect of the units earmarked for the Owner. The Developer has consistently fixed the selling price of the Project and duly informed the Owner, most recently vide its email dated 17.05.2022. However, in blatant violation of Clause 3.12, the Owner has executed conveyance deeds for multiple units at prices lower than those specified and communicated by the Developer, without first offering them to the Developer. The ROFR under Clause 3.12 constitutes a special right relating to immovable property, enforceable through specific performance. It is neither a mere monetary claim nor a reciprocal obligation. The Developer has suffered significant financial losses as a result of the Owner's frequent violations of the Developer's ROFR.

59. Further, ROFR is right which if violated cannot be compensated in terms of money and if the Owner is not restrained from the execution of the conveyance deeds selling their share in the Project then the Developer having being permitted to exercise its valuable right under clause 3.12 of the Collaboration Agreement would be rendered otiose.

60. Mr. Sibal also argues that if the Owner is not restrained from Digitally Signed Signing Date:10.10.2025 15:35:12 alienating or creating third-party rights in breach of Clause 3.12, several issues will arise and then third-party allottees, though not signatories to the Collaboration Agreement, will have to be impleaded in the arbitral proceedings and may face cancellation of their conveyance deeds pursuant to claims for specific performance. Considering their non-signatory status, even if an Award is passed in favour of the Developer under Clause 3.12, the same may become ineffective and incapable of enforcement. Hence, the very purpose of arbitration would be defeated if execution of conveyance deeds are continued in violation of the Developer's ROFR extinguishing the subject matter in dispute which will further trigger a multiplicity of litigations with third-party allottees, including applications seeking cancellation of conveyance deeds executed in their favour. On behalf of the Owner

68. On perusal, Clause 3.12 is not a standalone covenant as there are two distinct pre-requisites: (i) the fixing of a base sale price by the Developer, and (ii) the Owner, if seeking to sell below the rate fixed by the Developer, must give 15 days' notice so as to enable the Digitally Signed Signing Date:10.10.2025 15:35:12 Developer to exercise ROFR. Unless both these conditions are satisfied in a clear and unambiguous manner, no enforceable ROFR can be said to arise.