Justice Amit Borkar passed the judgment while dismissing a petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 by Rishabraj Estate Developers Pvt. Ltd. seeking interim protection against Heeramani Ratan Cooperative Housing Society Ltd. in relation to a redevelopment project.

According to the developer, the Society had invited bids for redevelopment in December 2022 and, following the tender process, selected it as the preferred developer in August 2023. A Letter of Intent was issued in September 2023, proceedings under Section 79A were completed, several drafts of the Development Agreement were exchanged over time, and the developer deposited substantial amounts with the Society. The developer contended that all essential terms had been settled and only the formal execution of the Development Agreement remained. It argued that the Society subsequently decided to keep the standalone redevelopment proposal in abeyance while exploring cluster redevelopment with an adjoining society, despite there being no breach on its part.

Opposing the petition, Senior Advocate Girish Godbole, appearing for the Society, argued that no concluded contract had come into existence as the final Development Agreement had neither been approved by the General Body nor executed. He submitted that under Section 72 of the Maharashtra Co-operative Societies Act, the General Body is the supreme authority of the Society and approval of the Development Agreement was an essential policy decision. Godbole further pointed out that the draft Development Agreement circulated on 9 April 2026 expressly bore the endorsement "without prejudice draft for discussion purpose only", indicating that negotiations were still underway and no binding agreement had been reached. He also relied on the developer's own communication dated 18 April 2026 acknowledging that the finalized Development Agreement was yet to be placed before the General Body for approval, contending that this itself demonstrated that no concluded contract had come into existence. Further, he argued that, at the highest, the developer could seek damages and not specific performance.

After examining the contractual documents and the sequence of events, the Court observed that while the petitioner had been appointed as the preferred developer, issued a Letter of Intent, completed the Section 79A process, exchanged multiple drafts of the Development Agreement and made substantial payments, these facts alone were insufficient to establish a concluded contract. The Court noted that the tender conditions and the Letter of Intent specifically contemplated execution of the Development Agreement and an irrevocable Power of Attorney on mutually agreed terms, indicating that negotiations were intended to continue until those documents were executed.

The Court further observed that every page of the draft Development Agreement forwarded on 9 April 2026 carried the endorsement "without prejudice draft for discussion purpose only", demonstrating that discussions were still in progress. It also relied on the developer's own communication dated 18 April 2026 acknowledging that the finalized draft had to be placed before the General Body for approval prior to execution and registration. According to the Court, this showed that approval of the General Body was still pending and could not be regarded as a mere ministerial act.

Referring to earlier precedents, including Kollipara Sriramulu, Trimex International, Kalpataru Properties, Kalpataru Ltd., Kher Nagar Sai Prasad CHS, Sunteck Realtors and the Supreme Court's decision in MSEDCL v. R.Z. Malpani, the Court reiterated that whether a concluded contract exists depends upon the intention of the parties and the contractual documents governing the transaction. It held that a Letter of Intent does not automatically create a binding contractual relationship where the parties have agreed that execution of a formal agreement and approval of the competent authority remain essential steps.

The Court also noted that the Society had not terminated the developer's appointment. Rather, the General Body resolved that the developer could not be terminated at that stage but decided to keep the standalone redevelopment proposal on hold while examining the possibility of joint redevelopment with the neighbouring society.

Holding that the petitioner had failed to establish a strong prima facie case for grant of interim relief under Section 9 of the Arbitration and Conciliation Act, the Court dismissed the Section 9 petition, while clarifying that its observations were only prima facie in nature and that the parties' rights and claims would remain open for adjudication before the arbitral tribunal.

Case Title: Rishabraj Estate Developers Pvt. Ltd. v. Heeramani Ratan Cooperative Housing Society Ltd.

Case No.: Commercial Arbitration Petition (L) No. 19177 of 2026

Appearances:

For the Petitioner: Mr. Mayur Khandeparkar with Mr. Rashmin Khandekar, Mr. Pranav Nair, Ms. Humera Syed, Mr. Naman Gupta and Mr. Omkar Mendarkar.

For the Respondent: Instructed by Solicis Lex; Mr. Girish Godbole, Senior Advocate, with Mr. Aseem Naphade, Mr. Ameet Mehta, Ms. Pratima Soundalkar and Ms. Aditi Parwal.