JUDGMENT : ARIF S. DOCTOR, J. 1. The captioned Appeal is not board by consent of Learned Senior Counsel for the parties, the same is taken on board and heard finally. 2. The Appeal impugns an order dated 25th October 2023 by which the Appellant’s Application for interim relief came to be rejected. 3. Before adverting to the rival contentions, it is useful to set out the following brief facts:- i. The Appellant (Plaintiff in the Suit) has filed the captioned Suit inter alia seeking specific performance of a letter dated 12th August 2021 stated to be a Letter of Intent for the sale of an office premises being Office Premises No.96, Maker Maxity, 3 – North Avenue BKC Mumbai – 400051, Area 5088 sq.ft. alongwith two car parking spaces (“office premises”). It is not in dispute that the letter dated 12th August 2021 was addressed by Respondent No. 2 as a broker to Respondent No.1 as the owner of the office premises and the same was signed by both Respondent No. 1 and 2 only. ii. Simply put it is a case of the Appellant that the Letter dated 12th August 2021 was a concluded contract for sale of the said office premises, whereas it is the contention of Respondent No.1 that the same was merely a mandate given by Respondent No.1 to Respondent No.2 as a broker to find prospective purchasers for the sale of the said office premises. The Letter dated 12th August 2021 is thus for convenience referred to as LOI/letter dated 12th August. iii. Respondent No. 1 through his advocate by a letter dated 16th October 2021 informed the advocate of the Appellant that the said letter dated 12th August was merely an expression of interest and neither a binding contract nor an agreement to enter into an agreement. It was thus that the Appellant filed the Suit and has inter alia sought specific performance of the LOI/letter dated 12th August. Submissions of Mr. Kapadia on behalf of the Appellant. 4. Mr. Kapadia, Learned Senior Counsel appearing on behalf of the Appellant at the outset invited our attention to LOI/ letter dated 12th August and submitted that the same specifically provided in the subject for “sale of office premises”. He then pointed out that the same contained all the essential terms necessary for sale of an immovable property, namely price, description of the property etc. He then pointed out that the same contained all the essential terms necessary for sale of an immovable property, namely price, description of the property etc. He pointed out that the same was counter signed by Respondent No. 1 indicating Respondent No. 1’s unconditional acceptance of the terms thereof. Basis this he submitted that there could be no manner of doubt that Respondent No.1 had agreed to sell the said Office Premises on the terms and conditions that were set out in the LOI/letter dated 12th August . He pointed out that the execution of a formal Agreement for Sale was thus a mere formality which was to be entered into basis the terms already agreed. He pointed out that the other obligations set out in the LOI/letter dated 12th August were normal conditions to be performed in any agreement for sale of property and did not therefore affect the fact that a concluded contract containing all the essential terms and conditions had infact been arrived at. 5. Mr. Kapadia then invited our attention to the Impugned Order and pointed out therefrom that the Learned Single Judge had rejected the grant of interim relief to the Appellant only on two grounds (i) that the Appellant-Plaintiff was never in the picture; and (ii) that the LOI/letter dated 12th August did not provide for the manner and who was required to comply with the following:- (i) Giving public notice. (ii) NOC from the Builder (iii) Search Report. (iv) Indemnity Bond (v) Power of Attorney He submitted that it is only on the basis of these observations that the interim relief had been denied to the Appellant. 6. In dealing with the first contention, Mr. Kapadia pointed out that the LOI/letter dated 12th August was executed after due deliberation. He first invited our attention to the LOI/letter dated 12th August which provided that retention amount would be Rs. 2 crores. He submitted that the LOI/letter dated 12th August was then sent to the Appellant who was in the United States of America and the same after negotiation was reduced to Rs.1 crore inter alia since the Appellant was not in possession of the original title deeds of the office premises. He submitted that after the terms were orally discussed and agreed, an amount of twenty-five lakhs was infact remitted by the Appellant to the Respondent No. 1 on 13th August 2021. He submitted that after the terms were orally discussed and agreed, an amount of twenty-five lakhs was infact remitted by the Appellant to the Respondent No. 1 on 13th August 2021. He pointed that since Respondent No. 1 was in the United States, the LOI/letter dated 12th August was signed and sent back by Respondent No. 1 on the 13th August 2021. He therefore submitted that it was not open for Respondent No.1 to contend that the identity of the purchaser/ Appellant was never known to him. 7. Mr. Kapadia then submitted that Respondent No.1 after execution of the LOI/letter dated 12th August also did not until 16th October 2021, once either question or offer to refund the amount of Rs.25,00,000/- to the Appellant. Mr. Kapadia pointed out that Respondent No.1 had infact specifically acknowledged the receipt of the amount of Rs.25,00,000/- from the Appellant in the letter dated 13th August 2021. He thus submitted that the contention that Respondent No.1 was not aware of the identity of the proposed purchaser, and hence finding that the Appellant was never in the picture was, palpably incorrect. 8. Mr. Kapadia invited our attention to the email/letter dated 12th July 2021 and pointed out that the LOI/letter dated 12th August was entered into only after the opinion of a senior lawyer was obtained on how to proceed with the same given the fact that the original title deeds were lost/unavailable with Respondent No. 1. It was basis the opinion of the senior lawyer that the LOI/letter dated 12th August was entered into. Mr. Kapadia submitted that from 13th August 2021 upto 9th September 2021 Respondent No. 1 infact proceeded to act upon the LOI/letter dated 12th August. In support of his contention that the LOI/letter dated 12th August was acted upon by Respondent No. 1, he placed reliance upon viz. (i) An email dated 31st August 2021 addressed by the Respondent No.1 to one Pradeep Mehta which reads thus: “proceed as quickly as possible and try to close the first property of Bandra Kurla Complex asap” (ii) An email from Mr. Pradeep Mehta to Respondent No. 2 dated 03rd September 2021 asking to review the draft of police complaint to be filed for missing original title deeds. (iii) an email from Mr. Pradeep Mehta to Respondent No. 2 dated 09th September 2021 containing list of documents to be collected from one Mr. Pradeep Mehta to Respondent No. 2 dated 03rd September 2021 asking to review the draft of police complaint to be filed for missing original title deeds. (iii) an email from Mr. Pradeep Mehta to Respondent No. 2 dated 09th September 2021 containing list of documents to be collected from one Mr. Dhiraj Madhani son of erstwhile consultant of Respondent no. 1. Basis the above, he submitted that there was no manner of doubt that Respondent No. 1 had accepted the LOI/letter dated 12th August as being a concluded contract and had proceeded to act in furtherance thereof. 9. Insofar as the Appellant’s obligations under the LOI/letter dated 12th August , Mr. Kapadia submitted that the Appellant was required to make the balance payment under the LOI/letter dated 12th August within 90 days after completion of the formalities mentioned in the LOI/ letter dated 12th August. He submitted that there was no such requirement/obligation in the LOI/ letter dated 12th August for the Appellant to pay the remaining/balance consideration within 90 days of execution of the said LOI/ letter dated 12th August. Mr. Kapadia then submitted that the Appellant was ready and willing to pay the remaining consideration to Respondent No.1 in terms of the Additional Affidavit filed by the Appellant. He then invited our attention to the home loan application made by the Appellant which was dated 9th September 2021 to point out that the Appellant was always ready and willing to complete the transaction by making payment of the balance consideration. 10. Mr. Kapadia then submitted that it was well settled that merely because the parties made reference to preparation of a formal agreement/contract the same would not by itself mean that a binding concluded contract between the parties had not been arrived at. In support of his contention that mere reference to a future contract would not prevent a binding bargain between the parties being performed, he placed reliance upon a judgement of the Hon’ble Supreme Court in the case of Kollipara Sriramulyu (Dead) by His Legal Representative Vs. Aswatha Narayana (Dead by His Legal Representatives and others, (1968) 3 SCR 387 . For the same proposition, he also placed reliance upon a judgement of this Court in the case of Yusuf Mohamed Lakdawala Vs. Sudhakar Kashinath Bokade, 2007 SCC OnLine BOM 939. Aswatha Narayana (Dead by His Legal Representatives and others, (1968) 3 SCR 387 . For the same proposition, he also placed reliance upon a judgement of this Court in the case of Yusuf Mohamed Lakdawala Vs. Sudhakar Kashinath Bokade, 2007 SCC OnLine BOM 939. He submitted that what had to be seen was whether the parties were ad idem on the essential terms of the contract to be entitled to specific performance. In support of his contention, he placed reliance upon the following judgment of the Hon’ble Supreme Court in the case of Trimex International Fze Ltd. Dubai Vs. Vedanta Aluminium Ltd., India, (2010) 3 SCC 1 11. Mr. kapadia then placed relaidnce upon Nathani Supariwala Realty Pvt. Ltd. Vs. Dawoodbhoy Fazalbhoy (Muslim) Educational Trust & Ors., Unreported order dated 4th March, 2015 in Notice of Motion (L) No.490 of 2014 to submit that once the parties had agreed upon essential terms pursuant to negotiation then execution of a formal contract/agreement encapsulating those terms was mere a formality. 12. Mr. Kapadia then submitted that merely because the identity of the Appellant was not specifically mentioned in the LOI/ letter dated 12th August, the same would not by itself render the LOI/ letter dated 12th August incapable of being specifically performed. In support of his contention, he placed reliance upon a judgement of Calcutta High Court in the case of Gostho Behari Sirkar Vs. Surs’ Estates Ltd., AIR 1960 Calcutta 752 and pointed out therefrom that what was an essential part of the contract was whether the identity of the purchaser was ascertainable, and it was not necessary that the actual name of the purchaser be mentioned unless the personality of the purchaser was an essential part of the contract. He pointed out from the facts of the said case that in that case the draft agreement for sale itself was sent to solicitors after due negotiation between the respective solicitors of both the parties. He pointed out that the terms of the contract had been agreed upon by the respective solicitors and thus the same were binding upon their respective parties. Basis this he submitted that it was not open for Respondent No. 1 to contend that the identity of the purchaser/Appellant not being revealed was a factor which would render the LOI/ letter dated 12th August incapable of specific performance. Basis this he submitted that it was not open for Respondent No. 1 to contend that the identity of the purchaser/Appellant not being revealed was a factor which would render the LOI/ letter dated 12th August incapable of specific performance. He pointed out that in the facts of the present case the identity of the Appellant was infact known to Respondent No. 1 13. Mr. Kapadia then on the aspect of readiness and willingness placed reliance upon a judgement of this Court in the case of Bank of India, Limited and others Vs. Jamsetji A. H. Chinoy and Messrs Chinoy and Company, J.C. 1949 Indian Appeals L.R. 76 to submit that in order to show readiness and willingness it was not necessary to produce money or to vouch a concluded scheme for financing the transaction. What was necessary to be seen was whether the party was ready, willing and capable of performing its obligations under the contract. He pointed out that in facts of the present case the Appellant had infact produced an Application for Home Loan to the extent of Rs.15,00,00,000/- and was thus more than capable of complying with his obligations under the terms of the LOI/letter dated 12th August. 14. Basis the above, he submitted that the Learned Single Judge had erred in exercising the discretion vested in him and failed to consider the prima facie case in favour of Appellant. In support of his contention that such an order was liable to be interfered with in Appeal, he placed reliance upon the following judgements of this Court viz; (1) Dr. Prithi Paul Singh Sethi and ors. Vs. M/s. Twist Spin Industries & ors., Judgment dt.19/11/2009 in Appeal No.357 of 2009. World Sport Group (India) Private Limited Vs. The Board of Control for Cricket in India, 2011 SCC OnLine Bom 242 and (3) Goldmines Telefilms Pvt. Ltd. Vs. Reliance Big Entertainment Pvt. Ltd and ors., Judgment dt. 24/11/2014 in Appeal (L) No.458 of 2014 15. Basis the above Mr. Kapadia submitted that the Appellant had made out strong prima facie case for interim relief. He submitted that the balance of convenience was entirely in favour of the Appellant and against Respondent No.1. He thus submitted that the captioned Appeal ought to be allowed. Submissions of Mr. Cooper on behalf of Respondent No.1. 16. Mr. Basis the above Mr. Kapadia submitted that the Appellant had made out strong prima facie case for interim relief. He submitted that the balance of convenience was entirely in favour of the Appellant and against Respondent No.1. He thus submitted that the captioned Appeal ought to be allowed. Submissions of Mr. Cooper on behalf of Respondent No.1. 16. Mr. Cooper learned counsel appearing on behalf of Respondent No.1 at the outset submitted that there was in fact no concluded and/or enforceable contract entered into between the Appellant and Respondent No.1. He submitted that the LOI/ letter dated 12th August was merely a mandate given to Respondent No. 2 as a broker to negotiate and find a purchaser for the said office premises. Mr. Cooper pointed out that the Appellant was not even a signatory to the said LOI/ letter dated 12th August and thus could never seek specific performance in terms thereof. He then submitted that the LOI/ letter dated 12th August on the very face of it, could never be construed to be a concluded contract since the same specifically contemplated various other steps which were required to be taken for the culmination of the sale of the said office premises. He then pointed out that the Appellant admittedly not having signed the LOI/ letter dated 12th August nor having produced any Power of Attorney/Authority given to Respondent No. 2 to negotiate and/or conclude much less to enter into a concluded Agreement on his behalf, could not absent that seek specific performance of such agreement. To illustrate his submission, he pointed out that in a converse case scenario, had Respondent No. 1 chosen to file a Suit basis the LOI/ letter dated 12th August it would only be against Respondent No.2 and not the Appellant. 17. Mr. Cooper submitted that the Appellant was disentitled to any relief since the Appellant was himself unclear and had taken contrary and varying stands qua performance of the Appellant’s obligations under the LOI/ letter dated 12th August , even assuming the same was to be treated as a concluded contract/agreement. In support of his contention, he pointed out the following, viz. Cooper submitted that the Appellant was disentitled to any relief since the Appellant was himself unclear and had taken contrary and varying stands qua performance of the Appellant’s obligations under the LOI/ letter dated 12th August , even assuming the same was to be treated as a concluded contract/agreement. In support of his contention, he pointed out the following, viz. i. In Plaint it was stated by the Appellant that he had agreed that balance money shall be paid by the Appellant within 90 days from the payment of token money whereas in Affidavit filed by Appellant on 27th June 2022 it was stated that balance money was to be paid only upon completion of obligations mentioned in the LOI/ letter dated 12th August. ii. On one hand it is the case of the Appellant that the LOI/ letter dated 12th August was a concluded contract and on the other hand it is stated in the Plaint by the Appellant that LOI/ letter dated 12th August was merely to record principal terms and conditions of their understandings and based on the same a formal and definitive agreement was to be entered into. iii. The Appellant in the pleadings stated that it was promised by Respondent No.1 that the Agreement for Sale/Final Sale Deed was to be executed once Respondent No.1 receives the original title deeds of the office premise, however, in the letter dated 21st September 2021 from the Appellant to Respondent No.1 it was stated that balance consideration was to be paid against the execution and registration of necessary documents as per terms inter alia agreed between them. Basis the above he submitted that the case of the Appellant was one which kept varying and/or changing the goal post. 18. He then invited our attention to paragraph 51 of the Plaint to submit that basis what was pleaded therein, there was no manner of doubt that specific performance could never be granted on the basis of the LOI/ letter dated 12th August, since the Appellant had specifically pleaded viz. “51. It is submitted that, the LOI was executed between the parties herein to record in principal terms and conditions of their understanding on the basis of which, formal sale and transfer of the Suit Premises was to be contemplated by entering into definitive agreements. “51. It is submitted that, the LOI was executed between the parties herein to record in principal terms and conditions of their understanding on the basis of which, formal sale and transfer of the Suit Premises was to be contemplated by entering into definitive agreements. The parties herein had agreed to execute and register the Sale Deed on the basis of the terms and conditions and understanding which are mentioned in the LOI. Defendant No.1 had promised, assured and agreed that the Agreement for Sale/Final Sale Deed of the Suit Premises will be executed and registered once Defendant No.1 receives the original title deeds of the Suit Premises.” From the above he submitted that the Appellant had himself accepted in the Plaint and specifically pleaded that (i) The LOI/letter dated 12th August was executed between Respondent Nos. 1 & 2 to record principal terms and conditions of sale and (ii) Formal sale and transfer was to be contemplated by entering into definitive agreements. 19. Basis this, Mr. Cooper submitted that there was no manner in which the Appellant could claim that the LOI/letter dated 12th August was a concluded contract. Mr. Cooper submitted that even the email dated 12th August, 2021 sent by Respondent No.2 to Respondent No.1 clearly stated that the LOI/ letter dated 12th August was being sent for the approval or conformation of Respondent No.1 and nothing more. He pointed out that this email was required to be read in context/conjunction with letter dated 21st September, 2021 addressed by the Appellant to Respondent No.1 which categorically mentioned that the Appellant was ready with the necessary finance and shall make payment of the balance consideration against the execution of necessary documents. Thus he submitted that at the time of execution of the LOI/ letter dated 12th August it can be seen that even according to the Appellant a concluded contract had not been arrived at. Hence, he submitted that even according to the Appellant the balance consideration was to be payable only upon execution and registration of the necessary documents and not 90 days from completing obligations in the LOI/ letter dated 12th August. 20. Mr. Cooper then submitted that the Appellant was thus seeking, by making payment of only a token amount of Rs.25 lakhs, to lockup the Appellant’s property which according to him was now valued in excess of Rs. 40,00,00,000/- (forty crores). 21. Mr. 20. Mr. Cooper then submitted that the Appellant was thus seeking, by making payment of only a token amount of Rs.25 lakhs, to lockup the Appellant’s property which according to him was now valued in excess of Rs. 40,00,00,000/- (forty crores). 21. Mr. Cooper placed reliance upon a judgment of the Gujarat High Court in the case of Amarlal L. Daulatani Vs. Hiralal Somanath Modi, 2014 SCC Online Guj 15481 to submit that the amount of Rs. 25,00,000/- was only a token amount and could at the highest be treated only as an expression of interest and nothing more. He submitted that receipt of such a token amount could never be construed as being earnest money especially when the consideration in the LOI/ letter dated 12th August was almost Rs. 20 crore. He thus submitted that receipt of such token amount therefore could not be stated to be evidence and/or acceptance of a concluded contract for the sale of immovable property. Thus, he submitted that on the basis of such token amount no right could be claimed by the Appellant in the said office premises. 22. Mr. Cooper then submitted that the email dated 31st August, 2021 sent by Respondent No.1 to Respondent No.2 had been completely misconstrued by the Appellant since the same pertained only to the Appellant’s desire to obtain the title documents urgently and not as being one which was addressed in furtherance of any concluded contract for the sale of the office premises. Mr. Cooper pointed out that the Appellant was nothing but a front for Respondent No. 2. He submitted that the Appellant was the nephew of Respondent No.2 and was only 24 years old who was without any independent source of income. He then drew our attention to the home loan application and pointed out that the same was completely inchoate and bereft of any details and/or material particulars. He submitted that the said Application was one in name only and had not been sanctioned by the bank. Basis this he submitted that the Appellant could not be said to be ready and willing to perform or having the means to perform the obligations under the LOI/ letter dated 12th August even assuming the same was a concluded contract. He thus reiterated that the Appellant was at the highest an agent of Respondent No. 2 a fact never disclosed to Respondent No. 1. 23. He thus reiterated that the Appellant was at the highest an agent of Respondent No. 2 a fact never disclosed to Respondent No. 1. 23. Mr. Cooper then without prejudice to his contention that there was no concluded contract between the parties, invited our attention to the Section 215 of Indian Contract Act,1872 to submit that the Appellant being the nephew of the Respondent No.2 it was duty casted upon the Respondent No. 2 to disclose the said fact to Respondent No.1. failing which the Respondent No.1 had a right to repudiate the said transaction. 24. Basis the above, he submitted that the Learned Single Judge had correctly rejected the Appellant’s application for interim relief. 25. We have heard learned counsel and considered the rival contentions as also the various judgements that have been cited by them and after giving our careful consideration to the same, we find that the present Appeal deserves to be dismissed for the following reasons : - (i) The entire case of the Appellant is that the letter dated 12th August 2021 was infact a concluded contract. It is thus necessary for us to examine as to whether in the facts of the present case, the same could be construed to be so. However, before doing so, it is useful to set out the observations of the Hon’ble Supreme Court in the case of South Eastern Coalfields Limited and Others Vs. S. Kumar’s Associates AKM (JV), (2021) 9 SCC 166 which deals with when a Letter of Intent can be construed as a concluded contract, viz. “22. We would like to state the issue whether a concluded contract had been arrived at inter se the parties is in turn dependent on the terms and conditions of the NIT, the LoI and the conduct of the parties. The judicial views before us leave little doubt over the proposition that an LoI merely indicates a party’s intention to enter into a contract with the other party in future. No binding relationship between the parties at this stage emerges and the totality of the circumstances have to be considered in each case. It is no doubt possible to construe a letter of intent as a binding contract if such an intention is evident from its terms. No binding relationship between the parties at this stage emerges and the totality of the circumstances have to be considered in each case. It is no doubt possible to construe a letter of intent as a binding contract if such an intention is evident from its terms. But then the intention to do so must be clear and unambiguous as it takes a deviation from how normally a letter of intent has to be understood. This Court did consider in Dresser Rand S.A. case that there are cases where a detailed contract is drawn up later on account of anxiety to start work on an urgent basis. In that case it was clearly stated that the contract will come into force upon receipt of letter by the supplier, and yet on an holistic analysis-it was held that the LoI could not be interpreted as a work order.” Thus, the Hon’ble Supreme Court has specifically observed that constructing a LOI as a binding contract is infact a deviation from how such a document is normally to be construed. (ii) Keeping in mind the aforesaid observations, we are of the prima facie view that the said letter dated 12th August 2021 cannot be construed as a concluded contract for the following reasons, viz. (a) First, and crucially, the letter dated 12th August 2021, nowhere used the nomenclature “Letter of Intent”. What we find on a careful reading of the said letter is that the same infact specifically provides that an amount of Rs.25,00,000/- would be payable “on Signing of MOU or letter of Intent”. Hence even accepting that Rs.25,00,000/- was received from the Appellant, the next step would have been for the Appellant to have insisted upon Respondent No. 1 to execute an MOU/LOI as specifically provided for in the letter dated 12th August, 2021. The Appellant admittedly did not do this. A plain reading of the letter dated 12th August 2021 shows that the same was sent by Respondent No.2 to Respondent No.1 as his client/seller and nothing more. The Appellant admittedly did not do this. A plain reading of the letter dated 12th August 2021 shows that the same was sent by Respondent No.2 to Respondent No.1 as his client/seller and nothing more. (b) Second , the said letter concludes by Respondent No.2 stating as follows :- “I hope you will find the above in order in case if you want any further information or clarification please call” (c) Third, the said letter also specifically refers to the amount of Rs.25,00,000/- as being “token amount” and specifically provides that the amount of Rs.17,83,00,000/- (being the balance amount after deducting token money and retention money) would be payable on the completion of the various requirements/obligations set out in the said letter without specifying upon whom such obligation was cast or what the consequence would be in the event of failure and/or inability to perform those obligations. Basis the above we have no hesitation in holding that the said letter dated 12th August, 2021 prima facie could never be construed as a concluded contract. The same is plainly in the nature of a mandate given by Respondent No. 1 to Respondent No. 2 as a broker and nothing more. We thus find that the observations of the Learned Single Judge, cannot be faulted with. (iii) Additionally, we must note that from a plain reading of Paragraph 51 of the Plaint (already extracted above), it is clear that the Appellant himself had accepted that the letter dated 12th August was executed for recording the principal terms and conditions of the sale of office premises and a formal sale of the office premise was to be contemplated by entering into definitive agreements. (iv) We find that in the present case the amount of Rs.25,00,000/- was paid clearly as a ‘token amount/expression of interest’. Firstly, we must note that the same was admittedly paid even prior to the letter dated 12th August, being counter signed by Respondent No. 1 and secondly even if it is assumed to have been paid pursuant to a telephonic discussion between Respondent No.1 and Respondent No.2, that by itself, would not make the letter dated 12th August, a concluded contract between the Appellant and Respondent No. 1. As already noted, the said amount at the very highest could be construed as being an expression of interest on the part of the Appellant and nothing more. As already noted, the said amount at the very highest could be construed as being an expression of interest on the part of the Appellant and nothing more. We find that the judgement in the case of Amarlal L. Daulatani (supra) is squarely applicable to this case. (v) We also find that the judgements in the case of Kollipara Sriramulu (supra), Yusuf M. Lakdawala (supra) and Bank of India Ltd. and Others (supra) would not apply to the facts of the present case since we have already held that prima facie the letter dated 12th August, 2021 was not a concluded contract. We must note that infact the Hon’ble Supreme Court in the case of Kollipara Sriramulu (supra) itself has expressly held as follows :- “3. ……………………… It is well established that a mere reference to a future formal contract will not prevent a binding bargain between the parties. The fact that the parties refer to the preparation of an agreement by which the terms agreed upon are to be put in a more formal shape does not prevent the existence of a binding contract. There are, however, cases where the reference to a future contract is made in such terms as to show that the parties did not intend to be bound until a formal contract is signed. The question depends upon the intention of the parties and the special circumstances of each particular case. ………...” (vi) Equally we find the judgement of the Calcutta High Court in the case of Gostho Behari Sirkar (supra) upon which strong reliance was placed by the Appellant to submit that merely because the identity of the purchaser was not known, the same would not render an otherwise enforceable contract as being unenforceable would also not be applicable in the present facts. We find that in the case of Gostho Behari Sirkar (supra) (i) specific performance was sought for, in respect of an Agreement for Sale and not a Letter of Intent and (ii) the finding arrived at was after trial and not at the interlocutory stage. We must note here that there can be no doubt that a Letter of Intent cannot be equated an Agreement for Sale. Hence, we find that the said judgement would not apply to the present case. (vii) We also find that the judgements in the case of Dr. We must note here that there can be no doubt that a Letter of Intent cannot be equated an Agreement for Sale. Hence, we find that the said judgement would not apply to the present case. (vii) We also find that the judgements in the case of Dr. Prithi Paul Singh Sethi and Others (supra), World Sport Group (India) Private Limited (supra) and Goldmines Telefilms Pvt. Ltd. (supra) relied upon by the Appellant to submit that this Court would have jurisdiction to entertain with an interlocutory order would also be of no assistance to the Appellant since in the facts of the present case we have found that the discretion exercised by the Learned Single Judge to be proper for the reasons already recorded. (viii) Additionally, we must note another factor which also weighed with was that on 12th August, 2021 when Respondent No. 2 already had a purchaser for the said office premises i.e. the Appellant, what was the need to have addressed the said letter and contend the same was an LOI. Respondent No. 2 could simply have informed Respondent No. 1 that he had a purchaser who was willing to purchase the property on the terms set out in the said letter. It is not fathomable as to why Respondent No. 2 would have not disclosed this at that stage. (ix) Crucially, we must note that the letter dated 12th August has admittedly not been executed by the Appellant. Additionally we find that the Appellant has not produced any Power of Attorney or authority, in favour of Respondent No.2 to enter into any contract on his behalf. Hence, we find on a totality of the aforesaid facts that the Learned Single Judge has correctly not granted interim relief by holding as follows :- “34. From the above discussion, I do not think that the concluded contract is made out. These are my prima facie observations. Ultimately trial will be conducted on the basis of evidence adduced by the parties. For this aspect, I am not going into the issue of readiness and willingness and defects in the valuation affidavit filed by defendant no.1. 35. I do not think that case for confirmation of ad-interim relief is made out. Hence, the Interim Application is dismissed.” 26. We are in complete agreement with the findings of the Learned Single Judge. 27. The Appeal is accordingly dismissed. 35. I do not think that case for confirmation of ad-interim relief is made out. Hence, the Interim Application is dismissed.” 26. We are in complete agreement with the findings of the Learned Single Judge. 27. The Appeal is accordingly dismissed. In view of disposal of Appeal, the Interim Application does not survive and is disposed of accordingly. 28. We however make it clear that the observations in this order are only for the purpose of considering the present Appeal and nothing else. AFTER PRONOUNCEMENT 29. After the order was pronounced, Mr. Kapadia sought a stay of the operation of the order for period of four weeks. He pointed out that there has been a stay in force. None appeared on behalf of the contesting Respondent to oppose this request. Hence, the operation of this order shall remain stayed for a period of four weeks from the date on which the order is uploaded.