ORDER : 1. By this Interim Application, the Applicant/Original Plaintiff No.1 has sought an order of injunction directing the Defendants to maintain status-quo in respect of the leasehold property consisting of land with buildings thereon situate at 47, Nair Road, Agripada, Mumbai Central consisting of land admeasuring about 1458.19 sq.mtrs. forming part of Plot Nos. 70 and 70A of Agripada Estate of the Municipal Corporation of Greater Mumbai, Cadastral Survey No.1605 of Byculla Division, Mumbai together with the benefit of land admeasuring about 236 sq.mtrs. taken away in road widening (hereinafter referred to as “the said property”). Further, order of injunction is sought restraining the Defendants from acting in pursuance / furtherance of the Alleged / Purported Assignment Deed dated 6 th August, 2023 (Exhibit ‘G’ to the Plaint) and / or claiming / asserting any rights / claims thereunder. Consequential relief has been sought in respect of the said property. 2. A brief background of facts is necessary as under: (i) One Dr. Patrao and his wife Mrs. Patrao were lessees of a Larger Property admeasuring 2346 sq. yards equivalent to 1962.39 sq. mtrs. bearing C.S. No.1629 of Byculla Division situate at Plot No.70, Agripada West Estate, Mumbai – 400 011. The said Dr. Patrao and Mrs. Patrao had two daughters, viz. Jean Jenevive who married one Vinay Kalgutkar (hereinafter called as “Kalgutkars”) (Defendant Nos.1 and 2 herein) and another daughter named Jennifer who is married to one Saeed Mirza (hereinafter called as “Mirzas”). M.C.G.M. is the owner/Lessor of the Property. (ii) By two Wills dated 3 rd June, 1977 and 13 th June, 1977 the said Dr. Patrao and his wife Mrs. Patrao bequeathed the North Wing property and structures standing thereon to the Defendant Nos.1 and 2 and the South Wing Property and structures standing thereon to the Mirzas. Both Wills were probated. At all relevant times both Defendant Nos.1 and 2 and Mirzas accepted such bequest of the North and South Wings respectively having no dispute thereon. Patrao bequeathed the North Wing property and structures standing thereon to the Defendant Nos.1 and 2 and the South Wing Property and structures standing thereon to the Mirzas. Both Wills were probated. At all relevant times both Defendant Nos.1 and 2 and Mirzas accepted such bequest of the North and South Wings respectively having no dispute thereon. (iii) A Registered Transfer Deed dated 24 th November, 1999 was executed by the Executors of the said Wills, whereby the North Wing Property, Boundary of land shown in Blue colour Boundary lines and structures standing therein marked in purple colour boundary lines in the plan annexed to the Deed of Transfer and as mentioned firstly in Second Schedule therein (North Wing Property) was transferred to Defendant Nos.1 and 2. The South Wing Property, boundary of land shown in red colour boundary lines and structure standing therein shown in yellow colour boundary in the plan annexed to the Deed of Transfer and as mentioned secondly in second schedule of the Transfer Deed (South Wing Property) was transferred to the Mirzas. (iv) A Survey Plan dated 13 th October, 2000 was prepared of the Survey measurement of the Larger Property. The survey had been conducted by Surveyor P. N. Shidhore & Co. The Survey Plan shows the North Wing Property as “Property A” admeasuring 15696.177 sq. ft. equivalent to 1458.10 sq. mtrs. (84% of the Larger Property) and the South Wing Property shown as “Property B” being 2892.411 sq. ft. equivalent to 268.791 sq.mtrs (16% of the Larger Property). This Survey Measurement Plan was accepted by both Defendant Nos. 1 & 2 as well as by the Mirzas. (v) By a registered Deed of Assignment dated 1 st February, 2005, Mirzas sold the South Wing Property alongwith structures admeasuring 5596 sq. ft. carpet area described in the Second Schedule therein to one Dukanwalla Estates Private Limited (hereinafter referred to as “Dukanwala”) for a sum of Rs.2,40,00,000/-. (vi) The Memorandum of Understanding (“MoU”) dated 20 th October 2005 was executed between the Plaintiffs and Defendant Nos.1 and 2 for sale of the North Wing property (referred to as “the Suit property”) for an amount of Rs.10,68,00,000/-. An advance payment of Rs.85 Lakh was paid by the Plaintiffs at the time of execution of the said MoU. (vi) The Memorandum of Understanding (“MoU”) dated 20 th October 2005 was executed between the Plaintiffs and Defendant Nos.1 and 2 for sale of the North Wing property (referred to as “the Suit property”) for an amount of Rs.10,68,00,000/-. An advance payment of Rs.85 Lakh was paid by the Plaintiffs at the time of execution of the said MoU. The said MoU provided that the payment of balance amount was required to be made within a period of 30 days from the date of notice being given to the assignee regarding compliance of three conditions as under: (1) Renewal of Lease is to be obtained from MCGM and one year Lease is to be paid by Defendant Nos.1 and2; (2) Title Certificate to be issued by Solicitor -Mahimtura & Co. of Defendant Nos.1 and 2. (3) Declaration-cum-Affidavit required to be executed as per Format annexed to the MoU by Defendant Nos. 1 & 2. (vii) The Defendant Nos.1 and 2 vide Letter dated 24 th October, 2005 to MCGM obtained renewal of Lease and paid Lease Rent for the period 2005-2006. (viii) Title Certificate issued by Solicitor - Mahimtura & Co. of Defendant Nos.1 and 2 dated 17 th April, 2006 as per Clause 8 of the MoU. (ix) The Declaration-cum-Affidavit dated 10 th March, 2006 executed by Defendant Nos.1 and 2. (x) The Advocate for Defendant Nos. 1 and 2 as per Clause 2 of the MoU addressed a Letter dated 26 th April, 2006 to the Plaintiffs making time as essence of the contract called upon the Plaintiffs to make payment of the balance consideration of Rs.8,67,47,000/- within 30 days on receipt of notice, against which Defendant Nos. 1 and 2 would execute Assignment Deed in respect of the said property and give possession as stipulated in the MoU. (xi) The Advocate for the Plaintiffs by a Letter dated 11 th May, 2006 raised an issue / requirement which it is contended on behalf of the Defendants was outside the terms of the MoU and failed to make balance consideration. (xii) The Plaintiffs filed present Suit on 15 th May, 2006 against Defendant Nos. 1 and 2. (xi) The Advocate for the Plaintiffs by a Letter dated 11 th May, 2006 raised an issue / requirement which it is contended on behalf of the Defendants was outside the terms of the MoU and failed to make balance consideration. (xii) The Plaintiffs filed present Suit on 15 th May, 2006 against Defendant Nos. 1 and 2. The Plaintiffs made the categorial averment in Paragraph 13 of the Plaint that the real intent of Defendant Nos.1 and 2 of sending Letter dated 26 th April, 2006 was to unilaterally terminate the Suit agreement and sell the said property to a third party. (xiii) The Advocate for Defendant Nos. 1 and 2 replied by their Letter dated 17 th May, 2006 to the Plaintiffs’ Advocate’s Letter dated 15 th May, 2006 and called upon the Plaintiffs to pay balance amount of Rs.8,67,47,000/-. (xiv) The Plaintiffs’ Advocate addressed a Letter dated 25 th May, 2006 and informed Defendant Nos. 1 and 2 that the above Suit had been filed and once again failed to make payment of balance consideration. (xv) The Plaintiffs registered a lis pendens. The Defendant Nos. 1 & 2 have contended that this was neither served nor the registration of lis pendens was informed to Defendant Nos. 1 and 2. (xvi) The Advocates for Defendant Nos. 1 and 2 by Letter dated 9 th June, 2006 informed the Plaintiffs that the time for payment of balance consideration expired on 31 st May, 2006. It was stated that the MoU dated 20 th October, 2005 stood cancelled and terminated. In Paragraph 2 of the said letter, Defendant Nos. 1 and 2 also specifically point out that they were “now free to deal with and dispose of the captioned property in such a manner as they deem fit”. (xvii) The Advocate for the Plaintiffs addressed a reply Letter dated 20 th June, 2006, wherein they provided alleged reasons for not making the balance payment. (xviii) The Defendant Nos. 1 and 2 by the Advocate’s Letter dated 23 rd June, 2006 in reply to the Plaintiffs’ Advocate’s Letter dated 20 th June, 2006 reiterated that the Defendant Nos. 1 and 2 are entitled to create third party rights in the Plaintiff’s property and put the Plaintiffs’ to notice that they are entitled to do so. (xviii) The Defendant Nos. 1 and 2 by the Advocate’s Letter dated 23 rd June, 2006 in reply to the Plaintiffs’ Advocate’s Letter dated 20 th June, 2006 reiterated that the Defendant Nos. 1 and 2 are entitled to create third party rights in the Plaintiff’s property and put the Plaintiffs’ to notice that they are entitled to do so. (xix) The Defendant Nos.1 and 2 filed their Written Statement on 15 th July, 2008, wherein allegations of collusion between Defendant Nos. 1 & 2, Mirzas and / or Dukanwala have been denied. It was stated by Defendant Nos. 1 & 2 that the Plaintiffs were in collusion with Dukanwala to create alleged claim of 50% equal share on the Larger Property. (xx) The Plaintiff filed Chamber Summons No.1364 of 2011 on 8 th August, 2011 for amendment of Plaint, seeking addition of alternate prayers for refund of Rs.85 Lakh and damages. The Plaintiffs have also sought for impleadment of Dukanwala and Mirzas as party Defendants and to include the objection and plea of alleged claim of 50% equal share of Dukanwala in the Larger Property. It is pertinent to note that in the Chamber Summons or the schedule thereto there was no relief sought to set aside or stay the said Termination Notice dated 9 th June, 2006. The Chamber Summons was withdrawn by the Plaintiff on 9 th April, 2014 vide order of the learned Single Judge of this Court on the ground of filing independent Suit. It is pertinent to note that no independent Suit has been filed. (xxi) By a registered Deed of Assignment dated 6 th August, 2023, the Defendant Nos. 1 and 2 assigned their right, title and interest in the said property in favour of Defendant No.3. The entire consideration of Rs.13 Crores for purchasing the said property has been paid by Defendant No.3. The Defendant No.3 has also paid Stamp Duty of Rs.78,30,000/- and Registration Fees of Rs.30,000/- Defendant No.3 has thereafter been put in exclusive possession of the said property. (xxii) In August, 2023, immediately after purchasing the Suit property, the Defendant No.3 put up its Board on the said property showing its possession of the said property. The Defendant No.3 has also paid Stamp Duty of Rs.78,30,000/- and Registration Fees of Rs.30,000/- Defendant No.3 has thereafter been put in exclusive possession of the said property. (xxii) In August, 2023, immediately after purchasing the Suit property, the Defendant No.3 put up its Board on the said property showing its possession of the said property. (xxiii) MCGM being the Lessor of the Suit property acceded to the request of Defendant No.3 and issued a Letter dated 18 th January, 2024 to the Defendant No.3 requiring payment of an amount of Rs.2,14,05,238/- towards charges for transfer of lease of the said property. The same was paid by Defendant No.3 and lease of the said property was transferred in favour of Defendant No.3. (xxiv) The Defendant No.3 also paid the arrears of Lease Rent of the said property aggregating Rs.3,19,74,666/- plus GST upto December 2024 as per MCGM Letter dated 18 th January, 2024. (xxv) MCGM confirmed the leasehold right of the North Wing property i.e. said property transferred to the name of Defendant No.3 and South Wing property vested with the Mirzas as per the records of the MCGM on 5 th February, 2024. (xxvi) The Executive Engineer, MCGM addressed a Letter dated 29 th July, 2024 to the Defendant No.3 approving sub- division of the larger plot bearing C.S. No.1605 of Byculla which comprised of North Wing Property admeasuring1458.10 sq. Metres, South Wing Property admeasuring 268.711 sq.metres and portion of the land admeasuring 236 sq.metres taken away for road widening. (xxvii) The Superintendent of City Survey and Land Records (SSLR) carried out survey and measurement of the said property and sub-divided the same on 29 th August, 2024. (xxviii) The Property Card was issued by Collector of Mumbai in respect of the said property being North Wing Property bearing C.S. No.2/1605 of Byculla Division admeasuring 1454.10 sq.meters in the name of Defendant No.3. (xxix) MCGM issued D.P. Remarks in respect of the said property alongwith BMC Plan showing removal of reservation of Maternity Home on the said property and converting the same into Residential Zone on 25 th September, 2024. (xxx) MCGM informed the tenants on 30 th August, 2024 that the old structure / building on the said property was in dilapidated condition and of C-1 category, hence, called upon tenants to vacate the premises. The tenants handed over possession of Tenements / Structures to the Defendant No.3. (xxx) MCGM informed the tenants on 30 th August, 2024 that the old structure / building on the said property was in dilapidated condition and of C-1 category, hence, called upon tenants to vacate the premises. The tenants handed over possession of Tenements / Structures to the Defendant No.3. The Defendant No.3 also entered into Permanent Alternate Accommodation Agreement (“PAAA”) with the tenants and allotted them Permanent Alternate Accommodation in the proposed building to be constructed on the said property. (xxxi) IOD permission issued by MCGM on 14 th August, 2024 under Section 346 of the Mumbai Municipal Corporation Act (“MMC Act”) for re-development of the said property. (xxxii) The old building / structure on the said property except the two staircases were demolished and Defendant No.3 commenced the re-development of the said property. (xxxiii) The Plaintiff filed the Interim Application (L) No.33110 of 2024 on 24 th October, 2024 for amendment of the Plaint and impleadment of Defendant No.3 as party to the Suit and also sought reliefs against Defendant No.3 from carrying out construction over the said property. (xxxiv) An order dated 22 nd November, 2024 was passed in Interim Application (L) No.33110 of 2024 allowing impleadment of Defendant No.3 as party to the Suit. The Plaintiffs were given liberty to apply for interim and ad-interim reliefs. (xxxv) The present Interim Application was filed on 24 th December, 2024 after a period of 18 years for the aforesaid relief. 3. Mr. Virag Tulzapurkar, learned Senior Counsel appearing for the Plaintiff has submitted that there was no reference in the MoU dated 20 th October, 2005 (referred to as “the said Agreement”) to any claim of Dukanwala to 50% share in the Larger Land. He has submitted that one of the obligations recorded in Clause 8 of the said Agreement was for the Solicitor of Defendant Nos. 1 and 2 to issue a Title Certificate certifying that Defendant Nos. 1 and 2’s title to their undivided share in the said property is marketable and free from encumbrances in the form attached thereto as Annexure ‘E’ to the said Agreement. Further, Clauses 11 (a), (b) and (c) of the said Agreement recorded express representations and declarations by Defendant Nos. 1 and 2 relating to their title to 84% share and further expressly recorded their representation that no one else had any claim to their share. 4. Mr. Further, Clauses 11 (a), (b) and (c) of the said Agreement recorded express representations and declarations by Defendant Nos. 1 and 2 relating to their title to 84% share and further expressly recorded their representation that no one else had any claim to their share. 4. Mr. Tulzapurkar has submitted that notwithstanding the position taken by Dukanwala in the Suit proceedings filed by Defendant Nos. 1 and 2 against Dukanwala and Mirzas on 27 th February 2006, for the very first time, an objection was made and claim was raised on behalf of Dukanwala claiming an undivided 50%interest in the Larger Land. 5. Mr. Tulzapurkar has submitted that in response to the Public Notices dated 23 rd & 24 th February, 2006 issued by the Solicitor for Defendant Nos. 1 and 2 Dukanwala took the aforementioned stand. The Solicitors for Defendant Nos. 1 & 2 entered into correspondence, till around 5 th April 2006, with the Advocates for Dukanwala disputing the claim of Dukanwala. He has submitted that there is nothing on record to show that Dukanwala’s claim has been appropriately dealt with, settled or withdrawn. 6. Mr. Tulzapurkar has submitted that the Solicitor for Defendant Nos. 1 and 2 issued a (purported) Title Certificate on 17 th April 2006, forwarded under the cover of a Letter dated 26 th April 2006 seeking payment of the balance consideration from the Plaintiffs. 7. Mr. Tulzapurkar has submitted that the said Title Certificate recorded Dukanwala’s claim and purported to deal with the same in Paragraph 17 thereof. The Solicitor of Defendant Nos. 1 and 2 opined in the said Paragraph that the objection of Dukanwala is without substance and the same does not in any manner affect the Owners’ title to the captioned property. 8. Mr. Tulzapurkar has submitted that whilst the Title Certificate dismisses Dukanwala’s claim as being “without substance”, the same did not explain or provide any reasons whatsoever for arriving at this conclusion. The Title Certificate also did not record any steps necessary to be taken to appropriately deal with Dukanwala’s objection. 9. Mr. Tulzapurkar has submitted that the Title Certificate did not meet the requirements in law of a valid title certificate and was, in any event, not in the form as contemplated under the said Agreement. This was in the light of Dukanwala’s pending claim (admittedly recorded in the Title Certificate). 9. Mr. Tulzapurkar has submitted that the Title Certificate did not meet the requirements in law of a valid title certificate and was, in any event, not in the form as contemplated under the said Agreement. This was in the light of Dukanwala’s pending claim (admittedly recorded in the Title Certificate). It was in this context that the Plaintiffs addressed a letter on 11 th May 2006 objecting to the demand for payment of the balance consideration. The Plaintiffs categorically stated in the said letter that the Title Certificate issued by the Solicitor for Defendant Nos. 1 and 2 was not correct. 10. Mr. Tulzapurkar has submitted that the Plaintiffs in the Plaint on 15 th May, 2006 have categorically submitted at Paragraph10 as under: “10. The Plaintiffs state that the price of the said property was fixed ajunet Rs. 10,68,00,000/- on the basis of the representations and assurances of the Defendant Nos. 1 and 2 that they will make out marketable title for 84% share in the said Larger Property being the property described in Exhibit “A” to the Plaint and the plaintiffs are ready and willing to pay the same on the Defendant Nos. 1 and 2 fulfilling his obligation to make out marketable title for 84% share in the said Larger Property by obtaining the said letter by obtaining the said letter Exhibit “C” to the Plaint from Mirza family and removing or settling the claim and objection of the said Dukanwala.”(Emphasis supplied) 11. Mr. Tulzapurkar has submitted that the disputes that arose between the Plaintiff and Defendant Nos. 1 and 2 are on account of the claim made by Dukanwala to 50% share and interest in the Larger Land (as against 16%). 12. Mr. Tulzapurakar has submitted that the Defendant Nos. 1 and 2 have incorrectly interpreted Clause 8 of the said Agreement viz. that the Plaintiffs are “deemed to have accepted” the title of Defendant Nos. 1 and 2, once the Solicitor for Defendant Nos. 1 and 2 issued the Title Certificate. He has submitted that this interpretation is contrary to the settled law. 13. Mr. Tulzapurkar has submitted that Clause 8 of the said Agreement cannot be read in isolation, but the said Agreement has to be read as a whole and taking Clauses 11 (a) to (c) into consideration, which contains specific representation and declaration of Defendant Nos. He has submitted that this interpretation is contrary to the settled law. 13. Mr. Tulzapurkar has submitted that Clause 8 of the said Agreement cannot be read in isolation, but the said Agreement has to be read as a whole and taking Clauses 11 (a) to (c) into consideration, which contains specific representation and declaration of Defendant Nos. 1 and 2 regarding their obligation to make out a clear and marketable title to the said Property. 14. Mr. Tulzapurkar has submitted that the Title Certificate issued does not meet the legal requirements for the same to be considered as a valid Title Certificate. He has placed reliance upon the decision of this Court in Ramniklal Tulsidas Kotak & Ors. vs. Varsha Builders & Ors. [ 1993 MhL.J. 323 ] at Paragraphs 18-23 wherein this Court has inter alia held that the title certificate must provide for the following clarifications, which are absent in the Title Certificate issued by the Solicitor for Defendant Nos. 1 and 2 : (a) If any claims are made by any third party in pursuance of public notice, which may be issued by the Advocate or Attorney, the Advocate or Attorney must examine the claim and come to an impartial conclusion as to whether the title of the person concerned is affected by reason of such claim ; (b) The title certificate must disclose existing encumbrances and claims on the land ; (c) The title certificate must also disclose the steps required to be taken for completing the title as absolute, clear and marketable while conveying the property ; (d) If, the title of the person is doubtful, the Advocate must clearly state in his certificate that the title of the concerned person is doubtful without any hesitation. 15. Mr. Tulzapurkar has submitted that the Title Certificate issued by the Solicitor of Defendant Nos. 1 and 2 has purported to dismiss Dukanwala’s claim in Paragraph 17 of the Title Certificate on two grounds; firstly, by merely recording their opinion that “…the objection of Dukanwala Estates is without substance and the same does not in any manner affect the Owners’ title to the captioned property.” and secondly, by referring to the Opinion dated 5 th December 2005 of Justice (Retd.) Sujata V. Manohar, which pre-dated Dukanwala’s objections raised on 27 th February 2006. He has submitted that neither of these grounds is a valid basis to dismiss Dukanwala’s claim. 16. Mr. Tulzapurkar has submitted that the Title Certificate does not at all “examine” Dukanwala’s claim, as must necessarily be done in law (as held in the case of Ramniklal Kotak (supra)) to constitute a valid Title Certificate. He has submitted that the opinion relied upon was admittedly obtained on 5 th December 2005 before Dukanwala raised his claim on 27 th February 2006 and therefore could never have considered the claim or the merits thereof. 17. Mr. Tulzapurkar has submitted that the Title Certificate relates to the representation of title and is a part of the contract which contract is for consideration before the Court. He has submitted that the Court, while deciding the question of whether there was sufficient compliance by Defendant Nos. 1 and 2 of their obligations under the said Agreement, can always decide on the validity of the title certificate. 18. Mr. Tulzapurkar has submitted that Defendant Nos. 1 and 2 were / are bound to make good their representations mentioned in Clause 11 (a) to (d). The obligation of the vendor is a legal obligation provided in Section 55 (1) (a) and 55 (2) of Transfer of Property Act, 1882. He has submitted that providing a valid and legal title certificate is only an aid and/or a step towards the basic obligation of providing a clear and marketable title, and therefore, such a certificate has to be a valid certificate. He has submitted that the Court certainly has the power to consider, if, the Title Certificate is proper or not. 19. Mr. Tulzapurkar has submitted that the plain language of Clause 8 of the said Agreement and the use of the words “on issuance of such title certificate” which precedes the deeming fiction, this deeming fiction would only arise if the title certificate issued was strictly as per Annexure E to the said Agreement. He has submitted that the Title Certificate is admittedly at material variance to the draft format annexed to the said Agreement. Admittedly, the draft format could not and did not take into consideration Dukanwala’s claim, as those claims admittedly arose only after the said Agreement was executed and form at Annexure E was agreed. 20. Mr. Tulzapurkar has submitted that Paragraph 17 of the said Title Certificate discloses Dukanwala's claim to Defendant Nos. Admittedly, the draft format could not and did not take into consideration Dukanwala’s claim, as those claims admittedly arose only after the said Agreement was executed and form at Annexure E was agreed. 20. Mr. Tulzapurkar has submitted that Paragraph 17 of the said Title Certificate discloses Dukanwala's claim to Defendant Nos. 1 and 2’s undivided share in the Larger Land. This is directly in the teeth of the representations and declarations of Defendant Nos. 1 & 2 under Clauses 11 (a) to (c), which, inter alia, includes that “….save as expressly disclosed herein, no other person except the Assignors have any right, claim or demand in respect of the Assignors undivided share in the leasehold interest in the said property, including the North Wing.” 21. Mr. Tulzapurkar has submitted that since there was no compliance with Defendant Nos.1 and 2’s obligation of making out a clear and marketable title, there arose no occasion for the Plaintiffs to pay the balance consideration. 22. Mr. Tulzapurkar has submitted that the reliance placed on the Written Statement dated 20 th April, 2005 which had been filed by the Mirzas and Dukanwalas jointly in Civil Suit No. 429 of 2006 before the City Civil Court by Defendant No.2 to contend that Dukanwala never had a claim on Defendant Nos. 1 and 2’s undivided share in the Larger Land is a misplaced reliance. This is in view of the Written Statement merely recording that the North Wing belongs to Defendant Nos. 1 and 2, and the South Wing belongs to the Mirzas. It does not record anything in relation to Dukanwala’s claim of having 50% undivided right, title and interest on the Larger Land as tenants-in-common which claim Dukanwala maintains till date. This is evident from Writ Petition (L) No.32995 of 2024 filed by Dukanwala’s Estates Private Limited against Municipal Corporation, Greater Mumbai and Ors. 23. Mr. Tulzapurkar has submitted that the fact that the Plaintiffs were provided with a copy of the Written Statement is entirely irrelevant and the same does not answer the claim actually made by Dukanwala after the public notice was issued by the Solicitor for Defendant Nos. 1 and 2. 24. Mr. 23. Mr. Tulzapurkar has submitted that the fact that the Plaintiffs were provided with a copy of the Written Statement is entirely irrelevant and the same does not answer the claim actually made by Dukanwala after the public notice was issued by the Solicitor for Defendant Nos. 1 and 2. 24. Mr. Tulzapurkar has submitted that Clause 3 (c) of the said Agreement, relied upon by Defendant No.2 to contend that the Plaintiffs were required to pay the balance consideration within 30 days from the date of the issuance of order of renewal of the lease cannot be read in isolation and has to be read alongwith Clause 5 of the said Agreement which specifically provides that the Plaintiffs agreed to pay the balance consideration immediately upon all terms of the said Agreement being fulfilled and not lesser than 18 months. 25. Mr. Tulzapurkar has submitted that as per Clause 8 of the said Agreement, prior to Defendant Nos. 1 and 2 being paid their dues, Defendant Nos. 1 and 2 were required to cause their Solicitors to issue a Title Certificate certifying the title of Defendant Nos. 1 and 2 to their undivided share in respect of the Larger Land including the North Wing as clear and free from encumbrances. 26. Mr. Tulzapurkar has submitted that upon a holistic reading of Clause 3(c), 5 and 8 of the said Plaint, Agreement, the sequence of performance of the Plaintiff obligation to pay arose only, when a proper title was made out and the issuance of Title Certificate by the Solicitor for Defendant Nos. 1 and 2 and not when the lease was renewed. 27. Mr. Tulzapurkar has submitted that the contention of Defendant No.1 that the Plaintiffs did not have the money to pay the balance consideration and thus failed to show its readiness and willingness is misplaced. He has submitted that this contention is a merely a bald allegation. The Plaintiffs have duly averred in the Plaint at Paragraph 13 its readiness and willingness to perform the said Agreement. Further, the Plaintiffs under its Advocate’s Letter dated 11 th May 2006 reiterated its readiness and willingness to comply with their obligations. In the sister-concern company (which is completely owned, managed and controlled by the directors/shareholders of Plaintiff No.1), the Plaintiffs had maintained the balance of around Rs.12 Crores, which was parked for the present agreement. Further, the Plaintiffs under its Advocate’s Letter dated 11 th May 2006 reiterated its readiness and willingness to comply with their obligations. In the sister-concern company (which is completely owned, managed and controlled by the directors/shareholders of Plaintiff No.1), the Plaintiffs had maintained the balance of around Rs.12 Crores, which was parked for the present agreement. He has submitted that as long as the company is able to arrange funds to make the payment, the same is sufficient evidence of readiness and willingness. The Plaintiffs had and continue to have, at all relevant times, access to sufficient funds to pay the full price. He has referred to the issues framed and one of the issues is about readiness and willingness on part of the Plaintiffs. He has submitted that the Plaintiffs have proved the same at the time of the hearing. 28. Mr. Tulzapurkar has submitted that the contention of Defendant No.1 that Dukanwala was acting in collusion with the Plaintiffs and the present Suit is an attempt to blackmail the Defendants is without any substance. There is no material or evidence whatsoever shown in support of this contention. He has submitted that Dukanwala has raised his claim immediately on the Public Notice being issued. This was much before the obligation of the Plaintiffs to pay the balance consideration fastened under the said Agreement. Dukanwala had an independent claim to the Larger Land through the Mirzas and was also already in litigation/ in dispute with Defendant Nos. 1 and 2 well before the said Agreement was executed. He has submitted that this goes to show that Dukanwala was not a stranger to Defendant Nos. 1 and 2. 29. Mr. Tulzapurkar has dealt with contention that the termination of the said Agreement by Defendant Nos. 1 & 2 has not been challenged in the Suit. He has submitted that the purported Termination dated 9 th June 2006 of the said Agreement is after the filing of the Suit on 15 th May 2006. The Plaint originally filed could not include a challenge to the purported termination (which came later). Defendant Nos. 1 and 2 in their Written Statement alleged that the said Agreement had been terminated. The Plaint originally filed could not include a challenge to the purported termination (which came later). Defendant Nos. 1 and 2 in their Written Statement alleged that the said Agreement had been terminated. This Court on 19.07.2011 was pleased to frame the issue regarding the validity of the purported termination:“Whether the Defendants prove that the Memorandum of Understanding dated 20 th October, 2005 was validly terminated?” He has submitted that the burden to prove the validity of the termination is on the Defendants and the same will be decided at the stage of final hearing of the Suit. 30. Mr. Tulzapurkar has submitted that Defendant No. 3 is not a bona fide purchaser. He has submitted that the Defendant No. 3 is not has executed the purported /alleged Assignment Deed with express notice of the pendency of the captioned Suit. Defendant No. 3 also has express notice of the said Agreement, the Suit and the lis pendens dated 18 th May 2006. 31. Mr. Tulzapurkar has submitted that the Defendant No. 3 had complete knowledge of the captioned Suit as well as the fact that the termination of the said Agreement is an issue framed by this Court in the captioned Suit and as such the validity of the purported termination was sub judice. He has submitted that Defendant No. 3 was further aware that the trial in the captioned Suit had already commenced and admittedly, the evidence of Plaintiff’s Witness (PW-1) was duly completed. 32. Mr. Tulzapurkar has submitted that the conduct of Defendant No. 3 is in complete disregard of the statutory Lis Pendens registered under Section 52 of the Transfer of Property Act, 1882. He has submitted that the very purpose of such a Lis Pendens is to ensure that the process of the Court is not subverted or rendered infructuous. He has submitted that its trite law that Section 52 of the Transfer of Property Act, 1882 would apply to the third-party purchaser. Any sale executed and transfer made during the pendency of a Suit is always subject to the final result of the litigation. He has placed reliance upon the decision of Supreme Court in Siddamsetty Infra Projects Private Limited v. Katta Sujatha Reddy & Ors. [2024 SCC Online 3214] at Paragraphs 45 to 49 and Celir LLP vs. Sumati Prasad Bafna, [2024 SC Online SC 3727] at Paragraphs 159 & 174. 33. Mr. He has placed reliance upon the decision of Supreme Court in Siddamsetty Infra Projects Private Limited v. Katta Sujatha Reddy & Ors. [2024 SCC Online 3214] at Paragraphs 45 to 49 and Celir LLP vs. Sumati Prasad Bafna, [2024 SC Online SC 3727] at Paragraphs 159 & 174. 33. Mr. Tulzapurkar has submitted that in view of Section 19 (b) of Specific Relief Act, 1963, Defendant No. 3 who is claiming under purported /alleged Assignment Deed executed after the said Agreement can be subjected to a decree of specific performance. The said Agreement can be enforced specifically against Defendant No. 3 as it is not a bona-fide purchaser without the notice of the original contract. The Defendant No.3 has conceded that Section 52 of the Transfer of Property Act, 1882 is binding. Accordingly, Defendant No. 3 cannot claim any equities whatsoever to oppose the grant of specific performance or interim reliefs in favour of the Plaintiffs. 34. Mr. Tulzapurkar has submitted that apart from having an express notice of the Plaintiffs’ prior claim and the pending Suit, Defendant No. 3 has in a clandestine manner executed the alleged Assignment Deed, admittedly without issuing any public notice, which is contrary to standard practice while purchasing property in Mumbai. He has submitted that had the Defendant No. 3 issued such a public notice prior to executing the alleged Assignment Deed, the Plaintiffs would have then approached this Court seeking appropriate directions and reliefs. Thus, the deliberate act of not issuing Public Notice is a dishonest and mala fide attempt on part of Defendant No.3, to prejudice the rights of the Plaintiffs. 35. Mr. Tulzapurkar has submitted that entire purpose of issuing a public notice is to demonstrate transparency with regard to the transaction and a failure to do so is sufficient reason to raise an inference to the contrary. He has placed reliance upon Adlabs Entertainment Limited vs. Bharat Harwani Ors., Order dated 08.06.2017 passed in Arbitration Appeal No. 19 of 2014at Paragraphs 11 and 12. 36. Mr. Tulzapurkar has submitted that the dishonest and mala fide acts of Defendant No. 3 is further bolstered by the ever- changing stands relating to putting up of its board on the said Property. He has submitted that Defendant No. 3 in its Affidavit in Reply dated 20 th January 2025 has contended that the board was put up in or around August 2023. He has submitted that Defendant No. 3 in its Affidavit in Reply dated 20 th January 2025 has contended that the board was put up in or around August 2023. However, during the course of the arguments and after being pointed out that those photographs prima facie appeared to be doctored, Defendant No. 3 swiftly changed its stance and sought to argue that the board of Defendant No. 3 was missing for a few months. He has submitted that this demonstrates and clearly brings out the manner in which Defendant No. 3 has proceeded to act in the present case. 37. Mr. Tulzapurkar has submitted that Defendant No. 3 had sought to contend that there were neither submissions nor prayers for interim reliefs in the Plaint and this demonstrates that the Plaintiffs never intended to obtain any interim reliefs. He has submitted that this contention is completely misconceived, because: as a matter of law, the Plaint need not contain either submissions or any prayer for interim reliefs. He has referred to the Rules (Original Side) of this Court which require a separate interim application (earlier it used to be Notice of Motion) to be filed for interim relief, in which, case for interim reliefs is be made out and disclosed. 38. Mr. Tulzapurkar has submitted that it may so happen that facts necessitating interim reliefs, arise after filing of the Suit because of which a separate application or affidavit is required to be filed for interim reliefs. The law therefore provides that interim reliefs can be sought even after filing of the Suit, by way of an Affidavit or Application. He has placed reliance upon Order VI, Rule 1 & 2, Order VII, Rule 1, Order XXXVIII, Rule 1 and 5 and Order XXXIX, Rule 1 of CPC in this context. 39. Mr. Tulzapurkar has submitted that it is the contention of the Defendants that there has been delay in filing of the present Interim Application and much emphasis has been placed on the alleged delay. He has submitted that there was no delay in filing of the captioned Suit. In fact, it was filed even prior to the purported termination. There is also no delay in filing the present Interim Application. He has submitted that there was no delay in filing of the captioned Suit. In fact, it was filed even prior to the purported termination. There is also no delay in filing the present Interim Application. He has submitted that it is neither necessary nor a law that a party must seek interim reliefs immediately and the same would depend on the facts and circumstances of the case. 40. Mr. Tulzapurkar has submitted that the Defendant Nos. 1 and 2 in their Written Statement at Paragraph 27 did not set out any circumstances warranting the need for the Plaintiffs to apply for interim reliefs. Mere bald averments of mere apprehension without positive data about the adverse effects are not sufficient for grant of an order of injunction. He has submitted that admittedly for the last 17 years, no acts have been done by Defendant Nos. 1 & 2 to alienate the said Property. He has submitted that therefore there was no apprehension which warranted the Plaintiffs to move the Court on any earlier occasion. He has submitted that mere mentioning in the Termination Notice that Defendant Nos. 1 & 2 were entitled to create third-party rights does not amount to imminent threat to move the Court for interim reliefs. Had there been no alienation for the next 5 years, there would have been no need for the Plaintiffs to apply for interim reliefs. 41. Mr. Tulzapurkar has placed reliance upon the decision of the Supreme Court in State of Karnataka vs. State of A.P. & Ors. [ (2000) 9 SCC 572 ] at Paragraphs 60, 67. The Supreme Court has held that no Court can issue an order of mandatory injunction on mere apprehension without positive data about the adverse effects being placed. He has also placed reliance upon the decision of this Court in Janta Shikshan Sanstha & Ors. v. Ajit Subhash Kashid & Ors. (2019 SCC Online Bom 13117) at Paragraph 22. 42. Mr. Tulzapurkar has submitted that the Supreme Court as well as this Court has in clear terms held that mere apprehensions are not sufficient but there has to be some overt act towards the alienation of the property such as, negotiations or offers for sale, which were admittedly absent in the present matter for the last 17 years. 43. Mr. Mr. Tulzapurkar has submitted that the Supreme Court as well as this Court has in clear terms held that mere apprehensions are not sufficient but there has to be some overt act towards the alienation of the property such as, negotiations or offers for sale, which were admittedly absent in the present matter for the last 17 years. 43. Mr. Tulzapukar has submitted that when the Plaintiffs learnt about the purported assignment to Defendant No. 3 on 15 th October 2024, immediately, the Plaintiffs on 24 th October 2024 filed Interim Application (L) No. 33110 of 2024, inter-alia, for amendment and interim reliefs. He has submitted that the purported creation of rights in the said Property in favour of Defendant No. 3 qualifies as a change in circumstances and warrants the need for urgent ad-interim/interim reliefs. He has submitted that if the Plaintiffs would have applied for the interim reliefs back in 2006 and if the same was then rejected, the Plaintiffs would have been entitled to apply for fresh interim reliefs on proof of the fresh facts and change in circumstances. He has placed reliance upon the decision of the Supreme Court in Arjun Singh vs. Mohindra Kumar & Ors. [1963 SCC Online SC 43] at Paragraph 14 in this context. 44. Mr. Tulzapurkar has submitted that vide Order dated 22 nd November, 2024, the amendments in the Suit came to be allowed, and liberty was granted to the Plaintiffs to file fresh Interim Application for ad-interim/ interim reliefs. In light of the foregoing facts, there cannot be any question of abandonment of rights by the Plaintiffs. The Plaintiffs have acted in a prompt manner and moved the Court at the earliest occasion. 45. Mr. Tulzapurkar has submitted that without prejudice to the aforesaid and in no manner admitting that there has been any delay at the Plaintiffs’ end in approaching this Court, it is submitted that delay by itself is no ground to deny interim relief, as no prejudice has been caused to Defendants by not applying for interim reliefs for the last 18 years. He has placed reliance upon the decision of this Court in Rajiv Sanghavi vs. Pradip R. Kumar & Ors. [2022 SCC Online Bom 11752] at Paragraphs 67, 77 & 110 and Mademsetty Satyanarayana vs. G. Yelloji Rao & Ors. [ AIR 1965 SC 1405 ] at Paragraphs 11 and 12. He has placed reliance upon the decision of this Court in Rajiv Sanghavi vs. Pradip R. Kumar & Ors. [2022 SCC Online Bom 11752] at Paragraphs 67, 77 & 110 and Mademsetty Satyanarayana vs. G. Yelloji Rao & Ors. [ AIR 1965 SC 1405 ] at Paragraphs 11 and 12. He has submitted that no attempt has been made by the Defendants to show any prejudice caused to them on account of the delay in filing of the captioned Interim Application, there being none. 46. Mr. Tulzapurkar has submitted that the said Agreement is capable of being specifically performed and the Plaintiffs therefore are entitled to interim relief. He has referred to the Specific Relief Act Act, 1963 having been amended in 2018 w.e.f. 01 st October 2018. As per the 2018 Amendment, under Section 10 of the Specific Relief Act, the grant of specific performance of the said Agreement is no longer discretionary. He has submitted that the amended provisions of the Specific Relief Act apply retrospectively and is applicable to the present proceedings. He has placed reliance upon Hyderabad Potteries Pvt. Ltd. v. Debbad Viweswara Rao Died Per Lrs. & Ors. [2021 SCC Online TS 3590] at Paragraphs 77, 83, 90, 94 and 100; Katta Sujatha Reddy & Anr. v. Siddamsetty Infra Projects Private Limited & Ors. [ (2023) 1 SCC 355 ]at Paragraphs 48, 51, 53, 54 and 59; & Siddamsetty Infra Projects Private Limited v. Katta Sujatha Reddy & Ors. (2024 SCC Online 3214) at Paragraphs 10 (h), 32, 42 and 52. 47. Mr. Tulzapurkar has submitted that in light of Section 10 of the Specific Relief Act (as amended), the said Agreement will have to be specifically enforced. The Plaintiffs are thus entitled to interim reliefs as sought for in the captioned Application. 48. Mr. Tulzapurkar has submitted that the Defendant No. 3 has contended that it carried on significant works after August 2023. He has submitted that Defendant No. 3 cannot claim equities based on the purported acts undertaken by the Defendant No.3. Defendant No. 3 is not a bona fide purchaser without notice. Further, Recital 21 of the purported /alleged Assignment Deed records the pendency of the captioned Suit. He has submitted that Defendant No. 3 cannot claim equities based on the purported acts undertaken by the Defendant No.3. Defendant No. 3 is not a bona fide purchaser without notice. Further, Recital 21 of the purported /alleged Assignment Deed records the pendency of the captioned Suit. The lis pendens was already registered.Defendant No. 3 therefore had complete knowledge of the captioned Suit as well as the fact that the termination of the said Agreement is an issue framed by this Court and as such, the validity of the termination was sub judice. He has submitted that whatever acts have been done by Defendant No. 3 is entirely of their own making. He has submitted that the purported/alleged Assignment Deed was surreptitiously executed without issuance of any public notice. Defendant No. 3 cannot be allowed to take advantage of its own wrongs. The Plaintiffs cannot be prejudiced by these purported acts, which in light of the principles of lis pendens, are in any event subject to the captioned Suit. 49. Mr. Tulzapurkar has placed reliance upon decision of this Court in Bal Pharma Ltd. vs. Centaur Laboratories Pvt. Ltd. , [2001 SCC Online Bom 1176] , wherein this Court has held that if a person had taken search and, knowing fully well that the mark was the property of another person, continues to use the mark, then he runs the risk of a registered proprietor challenging his action for infringement. Further, if the person has done the act consciously, then the person has to thank itself for having gambled by investing large amounts in a risky venture. 50. Mr. Tulzapurkar has submitted that the Applicant / Original Plaintiff No.1 has made out a strong prima facie case for grant of interim reliefs inter-alia against Defendant No. 3 and balance of convenience lies in favour of the Applicant. He has submitted that as on date, as per the Plaintiffs, Defendant No. 3 has not registered the said Property under any project under the provisions of Real Estate (Regulation and Development) Act, 2016 (RERA). He has submitted that in the event, the Defendant No. 3 registers the same in future and proceeds to create third-party rights in favour of any purchasers/allottees, these purported third-party rights would also be subject to the orders in the Suit. He has accordingly, sought for grant of interim relief against Defendant No.3. He has submitted that in the event, the Defendant No. 3 registers the same in future and proceeds to create third-party rights in favour of any purchasers/allottees, these purported third-party rights would also be subject to the orders in the Suit. He has accordingly, sought for grant of interim relief against Defendant No.3. If such relief is not granted, Defendant No 3 will continue with its dishonest scheme of things and will deceive third-party purchasers by creating rights in their favour without disclosing the true and correct facts which will thereafter lead to unnecessary complications including protracted litigations wherein the innocent flat purchasers (who may be unaware about the various legal intricacies) may be unnecessarily dragged. 51. Mr. Tulzapurkar has submitted that the decision of Supreme Court in Ambalal Sarabhai Enterprise Limited v. K.S. Infraspace LLP Limited & Anr. [ (2020) 5 SCC 410 ] relied upon by Defendant No.1 to contend that the principles for grant of interim injunction have not been satisfied in the present case is distinguishable on facts. In that case, interim relief having been rejected because of intervening creation of third-party rights and substantial investment having been made because of delay in filing the ‘Suit’. In the present case, the Suit is filed immediately, in fact even before the purported termination, so is the captioned Interim Application upon change of facts and occurrence of new events. Further, Defendant No. 3 not being a bona fide purchaser without notice but having had express notice of the pending Suit and the said Agreement and in light of principles of lis pendens, the criteria laid down in that Judgment for exercising discretionary power, cannot be applied in the present case. 52. Mr. Tulzapurkar has submitted that the Judgments cited by Defendant No.2 of Pydi Ramana alias Ramulu v. Devarasety Manmadha Rap [ (2024) 7 SCC 515 ] and Nagindas Ramdas v. Dalpatram Ichharam aliasBrijram & Ors. [ (1974) 1 SCC 242 ] to contend that the Plaintiffs were not ready and willing to comply with their obligations and any readiness and willingness on part of the Plaintiffs was conditional, is a misplaced reliance and / or contention. 53. Mr. Tulzapurkar has submitted that the decision relied upon by Defendant No.3 viz. Ambalal Maganlal Patel & Anr. v. Indumati Narayan Mohile & Ors., [1989 SCC Online Bom 139] is on the point of delay in filing the present Application. 53. Mr. Tulzapurkar has submitted that the decision relied upon by Defendant No.3 viz. Ambalal Maganlal Patel & Anr. v. Indumati Narayan Mohile & Ors., [1989 SCC Online Bom 139] is on the point of delay in filing the present Application. The said Judgment is distinguishable on facts. In the said case, the Suit was filed and Notice of Motion for interim relief was filed in March 1981. After the creation of third- party rights, the Notice of Motion for interim relief was disposed off in 1984, ‘as the plaintiffs did not desire to proceed with the same’. Thereafter, the Plaintiff took no action till 1989 and filed the fresh notice of motion only in January 1989. The acts done by the new purchaser (referred to in the Judgment) were done between 1984 and 1989, and therefore on ground of delay and laches, the interim relief in that case was denied. 54. In the present case, there is no question of delay andlaches, because until the present Application was filed, admittedly, there were no acts were done by Defendant Nos. 1 & 2 and therefore, there is no question of any prejudice caused to the Defendants. Immediately upon knowledge of the purported rights created in favour of Defendant No.3, the Plaintiffs filed the present Application. The Defendant No. 3 is not a bona fide purchaser and has executed the alleged Assignment Deed with full notice of the captioned Suit and the lis pendens. The purported acts of Defendant No. 3 in the present case are all subject to the orders of the Court and no equities can be claimed by Defendant No. 3. He has submitted that Ambalal Maganlal Patel (supra) does not lay down any absolute proposition that interim reliefs cannot be granted on ground of delay. 55. Mr. Tulzapurkar has submitted that a complete case for interim reliefs has been made out and the same be granted. 56. Mr. Navroz Seervai, learned Senior Counsel appearing for the Defendant No.1 has submitted that the Plaintiffs are guilty of gross delay and laches in filing the present Interim Application for injunction as the present Interim Application is filed after a delay of 18 years. 56. Mr. Navroz Seervai, learned Senior Counsel appearing for the Defendant No.1 has submitted that the Plaintiffs are guilty of gross delay and laches in filing the present Interim Application for injunction as the present Interim Application is filed after a delay of 18 years. He has submitted that the Plaintiffs have in Paragraph 13 of the Plaint expressed an apprehension that the real intent of sending the letter dated 26 th April 2006 was to enable Defendant Nos.1 and 2 to unilaterally terminate the Suit Agreement and sell the property to a third party. Significantly, in subsequent correspondence i.e. Defendant Nos.1 & 2’s Advocate’s Letter dated 9 th June 2006 (Termination) and 23 rd June, 2006 Defendant Nos.1 and 2 affirmed that they would do so—on no less than two occasions. Despite this, the Plaintiffs deliberately and consciously sat back and did nothing. 57. Mr. Seervai has submitted that the Defendant Nos.1 and 2 vide their Letter dated 9 th June 2006 terminated the said Agreement and categorically stated that they were free to deal with and dispose of the captioned property in such manner as deemed fit by them. The Defendant Nos.1 and 2 have also stated in the said letter that the Plaintiffs had no right of any nature against Defendant Nos.1 and 2 or the aforesaid property. The Defendant Nos.1 and 2 had expressly offered to refund the amount of Rs.85 lakhs to the Plaintiffs provided the Plaintiffs confirmed in writing that in view of the termination of the said Agreement, the Plaintiffs would have no claim of any nature against Defendant Nos.1 and 2 or against the said property. This position was reiterated in the Defendant Nos. 1 and 2’s Advocate Letter dated 23 rd June 2006. Despite the same, the Plaintiffs did not amend the Plaint or challenge the aforesaid Termination Notice or apply for any interim reliefs on receipt of the Termination Notice dated 9 th June 2006 and Letter dated 23 rd June, 2006. 58. Mr. Seervai has submitted that after a period of 5 years from the date of filing of the present Suit, the Plaintiffs had filed Chamber Summons No.1364 of 2011, wherein also the Plaintiffs did not seek to challenge the said Termination Notice dated 9 th June 2006. 58. Mr. Seervai has submitted that after a period of 5 years from the date of filing of the present Suit, the Plaintiffs had filed Chamber Summons No.1364 of 2011, wherein also the Plaintiffs did not seek to challenge the said Termination Notice dated 9 th June 2006. He has submitted that this clearly shows that the Plaintiffs filed the Suit in May 2006 but did not apply for any interim reliefs for 18 years as the Plaintiffs’ intention was only to create a cloud on the title of the said property having made a paltry payment of Rs.85 lakhs (less than 8% of the total consideration). The present Interim Application was filed for interim reliefs after a lapse of 18 years that too after a period of more than a year from the date on which Defendant Nos.1 & 2 sold the said property to Defendant No.3 vide registered Deed of Assignment dated 6 th August, 2023. 59. Mr. Seervai has submitted that the Title Certificate dated26 th April, 2006 was issued by the solicitors of Defendant Nos.1 and 2 as per the terms of the said Agreement. Mirzas had only assigned to Dukanwala the South wing of the Suit property. In para 17 of the Title Certificate, the Solicitors stated that they had perused the Title Deeds pertaining to the captioned land and have administered requisitions on the owners in regard to the North wing and the area taken for road widening. The Solicitors also referred to the two public notices and referred to the objections of Dukanwala vide its advocates letters dated 27 th February, 2006, 13 th March, 2006 and 28 th March, 2006 which were replied to by Defendant Nos.1 and 2’s Solicitor’s Letters dated 3 rd March, 2006, 21 st March, 06 and 5 th April, 2006. After referring to the facts, the Solicitors have stated that “We are of the opinion that the objection of Dukanwala Estate is without substance and the same does not in any manner affect the owners title to the captioned property.” 60. Mr. Seervai has submitted that the Plaintiffs have referred to the Opinion dated 5 th December 2005 of the Senior Counsel and submitted that there was no occasion for the Senior Counsel to give an opinion regarding the alleged 50% claim (equal) share of Dukanwala on the total land. Mr. Seervai has submitted that the Plaintiffs have referred to the Opinion dated 5 th December 2005 of the Senior Counsel and submitted that there was no occasion for the Senior Counsel to give an opinion regarding the alleged 50% claim (equal) share of Dukanwala on the total land. He has submitted that the statement is factually incorrect. The Solicitors of Plaintiff and Defendant Nos.1 and 2 also considered the opinion dated 5 th December, 2005 of a senior Counsel as regards the queries raised therein [including the alleged claim of Dukanwala in respect of 50% equal right on the total land.] The case for opinion was a joint case whereas the Solicitor of the Plaintiff was also present and had participated thereat without demur and had accepted the same. 61. Mr. Seervai has submitted that in view of the Title Certificate having been issued in terms of the said Agreement, the Plaintiff became liable to pay the balance consideration of Rs.8,67,47,000/. The Defendant Nos.1 and 2 by their Advocate’s Letter dated 26 th April, 2006 called upon the Plaintiffs to make payment of the balance consideration of Rs.8,67,47,000/- within a period of 30 days, making time the essence of the contract. He has submitted that therefore, it is not open to the Plaintiffs to raise any issue regarding the title of Defendant Nos.1 and 2 and the same has only been done with a view to avoid making payment of the balance consideration. He has submitted that in terms of the said Agreement, it was not open to the Plaintiff to question the Title Certificate. The Plaintiffs were bound to accept it and proceed to make payment when called upon to do so, within 30 days. He has submitted that the argument that it must be a true and correct Title Certificate (presumably certified by the Plaintiffs) has only to be stated to be rejected as an argument of desperation to justify the breach of the said Agreement by the Plaintiffs. 62. Mr. Seervai has submitted that the Lis Pendens purportedly taken out by the Plaintiffs puts the lie to the disingenuous case now argued, with hindsight, in 2024-25 that the Plaintiffs had no apprehension that the said property would be dealt with, and therefore did not move for 18 years by way of interlocutory reliefs. 62. Mr. Seervai has submitted that the Lis Pendens purportedly taken out by the Plaintiffs puts the lie to the disingenuous case now argued, with hindsight, in 2024-25 that the Plaintiffs had no apprehension that the said property would be dealt with, and therefore did not move for 18 years by way of interlocutory reliefs. He has submitted that the Defendants by their Letter of Termination as far back as in June 2006 had stated that they would enter into an agreement for sale/disposal of the Suit property and the Plaintiffs have no right of any nature and Defendant Nos.1 and 2 are free to dispose of the same. He has submitted that despite the same, consciously and deliberately the Plaintiffs did not take any steps from2006. 63. Mr. Seervai has placed reliance upon the Judgment of the Supreme Court in Ambalal Sarabhai Enterprise Limited (supra).He has submitted that the Plaintiffs have hopelessly failed to make out any case on merits to get specific performance of the contract and for interim reliefs on the ground of gross delay and laches. He has submitted that the balance of convenience is overwhelmingly in favour of the Defendants and against the Plaintiffs. No irreparable injury will be caused to the Plaintiffs if interim relief is refused. On the other hand irreparable injury will be caused to Defendants and in particular to Defendant no.3 if interim relief is granted as prayed for, or at all. He has submitted that in these circumstances, the present Application is totally misconceived, and therefore the Application be dismissed with exemplary costs. 64. Mr. Darius Khambata, learned Senior Counsel for Defendant No.2 after referring to the facts of the case, has made specific reference to the said Agreement. He has submitted that a conjoint reading of the various clauses of the said Agreement show that they clearly provide that the balance consideration under the said Agreement must be paid in a particular timeline upon the issuance of renewal of lease order and that 18 months was a cutoff either for payment of the balance consideration or for automatic cancellation of the said Agreement. He has in particularly relied upon Clauses 2, 3, 5 and 8 of the said Agreement. He has submitted that these Clauses show that the clear contract between the parties was premised on timely payment and that 18 months was a terminus ad quem. 65. Mr. He has in particularly relied upon Clauses 2, 3, 5 and 8 of the said Agreement. He has submitted that these Clauses show that the clear contract between the parties was premised on timely payment and that 18 months was a terminus ad quem. 65. Mr. Khambata has submitted that it is the Plaintiff’s case in the Interim Application that balance consideration under the said Agreement was not paid to Defendant No. 1 and 2 because of Dukanwala’s claim to entitlement to 50% of the property received by the then solicitors of the Defendant Nos. 1 and 2. It is further the case of the Plaintiffs that Mahimtura’s Title Certificate is ‘improper, incomplete and inadequate’. He has submitted that it is pertinent to note that Clause 7 of the said Agreement records that all the papers in the City Civil Suit as well as appeal therefrom have been shared with the Plaintiffs and that the Assignees i.e. the Plaintiffs have entered into the transaction ‘irrespective of the outcome in the said proceedings’. He has submitted that the papers in the City Civil Suit include the Written Statement dated 20 th April, 2005 filed by Mirzas and Dukanwala jointly in the City Civil Suit. He has in particular relied upon Paragraph 12 (pg. 129), 33(c) and 33(f) (pgs. 153-154) of the Written Statement, wherein it is admitted and reiterated time and again that the Plaintiffs therein i.e. the Kalgutkars had sole exclusive possession of the North Wing Property and the Defendant Nos. 1 and 2 therein i.e. the Mirzas had sole and exclusive possession to the South Wing and as per two Wills and Deed of Transfer the property was sub divided by metes and bounds and by way of said Partition, the Plaintiffs therein (i.e. Kalgutkars) have sole exclusive right to the North Wing and the Defendant Nos.1 & 2 therein (i.e.Mirzas) have sole exclusive right to the South Wing. 66. Mr. Khambata has submitted that Dukanwala was an Assignee of and ultimately derived his right in the Larger Property through from the Mirzas who, by Dukanwala’s own admission in the said Written Statement dated 20th April, 2005, were solely and exclusively entitled to the South Wing. 66. Mr. Khambata has submitted that Dukanwala was an Assignee of and ultimately derived his right in the Larger Property through from the Mirzas who, by Dukanwala’s own admission in the said Written Statement dated 20th April, 2005, were solely and exclusively entitled to the South Wing. It is made explicit in para 33(c) that it is in terms of the Deed of Transfer by which the Kalgutkars and Mirzas received their entitlement of North Wing and South Wing respectively in the Larger Property. 67. Mr. Khambata has submitted that it is pertinent to note that this Written Statement was filed on behalf of the said Mirzas and Dukanwala and verified by a Director/Shareholder of Dukanwala. 68. Mr. Khambata has submitted that at the time of entering into the said Agreement and all material times thereafter, the Plaintiffs were always aware of the extent of Dukanwala’s claim/entitlement to the Larger Property being limited to the South Wing. 69. Mr. Khambata has in the context of Title Certificate, referred to Clause 8 of the said Agreement. He has submitted that there was no quarrel between the parties that the declaration cum affidavit in the terms of Clause 8 of the said Agreement has been made. Further, it is the Plaintiffs’ case that the title certificate as provided to them under this clause was allegedly deficient for failing to provide reasons for its finding that Dukanwala’s claim was ‘without substance’ and ‘does not in any manner affect the Owners’title to the captioned property’. 70. Mr. Khambata has submitted that the Plaintiffs herein being well aware of the extent of Dukanwala’s claim to the Larger Property from the City Civil Court Suit papers that were shared with them. It was in this view of the matter that Clause 8 of the said Agreement merely stipulates that a Title Certificate must be issued in the proforma as attached at Exhibit `E’ to the said Agreement and goes on to state that upon issuance ‘the Assignee shall deemed to accept the title of the Assignors’. He has submitted that this clear and plain language of Clause 8 provides for deemed acceptance upon issuance of the Title Certificate means that it is only production of such a certificate and not independent proof of marketable title that was the certificate requirement under Clause 8 of the said Agreement. 71. Mr. He has submitted that this clear and plain language of Clause 8 provides for deemed acceptance upon issuance of the Title Certificate means that it is only production of such a certificate and not independent proof of marketable title that was the certificate requirement under Clause 8 of the said Agreement. 71. Mr. Khambata has submitted that Clause 8 of said Agreement interpreted contextually, in the context of the other clauses of the said Agreement, the requirement in Clause 8 to furnish a Title Certificate was not a condition of marketability of title but only limited to production of Defendant Nos. 1 and 2’s own Solicitors certificate. This is consistent with the completion of the transaction within 18 months which was imperative. 72. Mr. Khambata has submitted that Defendant Nos. 1 and 2 were certainly entitled to demand payment of balance consideration as per Clause 2 of the MOU and issued notice for demand of the balance payment, making time as the essence of payment, in these terms by their advocates letter dated 26 April2006. 73. Mr. Khambata has submitted that under Clause 2 of the said Agreement it is stated that if the terms of Clause 3 are complied with then the Assignors shall be entitled to call upon the Assignees (Plaintiffs) to pay the balance consideration. Clause 3, specifically sub Clause (c) states that once the order of renewal of lease is obtained from MCGM, the Assignee shall pay the Assignors the balance consideration under the said Agreement within 30 days of the issuance of the lease renewal. The rest of Clause 3 deals with timelines for obtaining renewal and contingencies in case renewal of lease is not done in a time bound manner. He has submitted that admittedly the renewal of lease was carried out within a month of executing the said Agreement. 74. Mr. Khambata has submitted that in Paragraph 13 of the Plaint, the Plaintiffs have stated that they ‘were and still are always ready and willing to perform the remaining part of the contract under the Agreement.’ However, in subsequent Paragraph 140, the Plaintiffs have pleaded conditional readiness and willingness to pay the balance consideration. The condition being that (i) clear and marketable title to the property being made out; (ii) confirmation from Mirzas was obtained (iii) renewal of the lease from MCGM was obtained. The condition being that (i) clear and marketable title to the property being made out; (ii) confirmation from Mirzas was obtained (iii) renewal of the lease from MCGM was obtained. He has submitted that it is clear that this was not an unconditional readiness and willingness in terms of the said Agreement. The conditions which the Plaintiffs insisted upon being fulfilled are nowhere found in the payment clause of the said Agreement. He has accordingly submitted that there was no readiness and willingness on the part of the Plaintiffs in terms of the contract within the meaning of Section 16(c) of the Specific Relief Act, 1963. 75. Mr. Khambata has submitted that it is settled law that admissions in pleadings stand on a higher footing than evidentiary admissions and are fully binding on the parties that make them and constitute a waiver of proof. He has placed reliance upon the decision of the Supreme Court in Nagindas Ramdas v. Dalpatram Iccharam and Ors. (1974) 1 SCC 242 at Paragraph 27. He has submitted that the fact that the Plaintiffs were not ready and willing in terms of the said Agreement is an indisputable position. 76. Mr. Khambata has submitted that readiness andwillingness must be averred and proved and is a condition precedent to obtain the relief of specific performance. He has submitted that in assessing readiness and willingness, it is essential to take into account long, unexplained silence and inaction on the part of the Plaintiff and that such conduct would not be sufficient proof of readiness and willingness. He has placed reliance upon the decision of the Supreme Court in Pydi Ramana v. Davarasetty Manmadha Rao, (2024) 7 SCC 515 at Paragraphs 13, 16-20. 77. Mr. Khambata has submitted that the Plaintiff’s pleading of readiness and willingness being beyond the terms of the contract as well as the fact that there is a long and unexplained silence and inaction on behalf of the Plaintiffs shows that the Plaintiffs were not ready and willing to perform the said Agreement in accordance with its terms. He has accordingly submitted that the Plaintiffs are not entitled to get relief from this Court. 78. Mr. He has accordingly submitted that the Plaintiffs are not entitled to get relief from this Court. 78. Mr. Aspi Chinoi, learned Senior Counsel appearing for the Defendant No.3 has submitted that the Plaintiffs conduct in 2006 [when they filed the present Suit] established laches / a representation by conduct / conscious decision by the Plaintiffs notto seek any interim orders pending the Suit to restrain/ prevent the Defendant Nos. 1 and 2 from dealing with / disposing off the said property pending the Suit, possibly in the belief that the Plaintiffs were adequately protected by their having registered a Notice of Lis Pendens. 79. Mr. Chinoi has submitted that having regard to the Plaintiffs laches / representation by conduct / conscious decision not to claim interim orders, it is both inequitable and contrary to the balance of convenience, to allow the Plaintiffs after a lapse of 18 years, to now attempt to pray for / secure interim orders restraining the Defendant No.3 / Assignee from dealing with or developing the said property. 80. Mr. Chinoi has submitted that the Plaintiffs in the Plaint filed in the above Suit seeking specific performance averred that the Defendant Nos. 1 and 2’s intent was “ to unilaterally terminate the said agreement and sell the said property to third party”. The Plaintiffs had also filed a Notice of Lis Pendens dated 18 th May 2006. However, the Plaintiffs in their Plaint made out no case for the grant of interim orders / reliefs and did not pray for any interim orders. 81. Mr. Chinoi had referred to the Advocates notice dated 9 th June 2006, wherein the Defendant Nos.1 and 2 had pointed out that “the MOU dt. 29 th October 2005 stood cancelled and terminated as on 31 st May 2006. My clients are now free to deal with and dispose of the captioned property in such manner as deemed fit by them”. 82. Mr. Chinoi has submitted that despite the Plaintiffs own averment / case and the Defendant Nos. 1 and 2’s explicit statement, the Plaintiffs took out no Interim Application praying for interim reliefs. He has submitted that the failure of the Plaintiffs to seek any interim orders, constituted a conscious decision and representation by conduct that the Plaintiffs would not be claiming any interim relief / restraint order, pending their said Suit. 1 and 2’s explicit statement, the Plaintiffs took out no Interim Application praying for interim reliefs. He has submitted that the failure of the Plaintiffs to seek any interim orders, constituted a conscious decision and representation by conduct that the Plaintiffs would not be claiming any interim relief / restraint order, pending their said Suit. He has submitted that it would be inequitable to allow the Plaintiffs after a lapse of 18 years, to now attempt to pray for interim orders restraining the Defendant No. 3 / Assignee from dealing with the said property. 83. Mr. Chinoi has submitted that the Plaintiffs’ response / explanation for its inaction/ failure to claim interim relief is ex-facie untenable. He has submitted that while the law of pleading does not require a Plaintiff to make submissions for and seek interim relief in the Plaint, the absence of any such pleading / prayer, coupled with the Plaintiffs failure to take out any Interim Application praying for interim relief for the next 18 years, clearly establishes a conscious decision / representation by conduct of the Plaintiffs that they had decided not to seek interim orders. The mere pendency of the Suit, does not provide any explanation for the Defendants conscious decision / representation by conduct not to pray for any interim orders. 84. Mr. Chinoi has submitted that having regard to the Plaintiffs conscious decision not to pray for interim orders and their representation by conduct / inaction, the Plaintiffs grossly belated application for interim reliefs should be rejected on the ground of balance of convenience and the Plaintiffs inequitable conduct. 85. Mr. Chinoi has referred to the aforesaid events which transpired after August 2023 i.e. subsequent to the Defendant No. 3 having acquired the said property. He has submitted that the Plaintiffs stood by and did not claim interim orders for the next 16 months i.e. till they moved the present Interim Application in December, 2024. During this period the Defendant No.3, expended substantial sums, obtained diverse permissions, paid large sums to the MCGM, vacated the existing tenants / occupants demolished the existing building / structures. 86. Mr. Chinoi has submitted that the Plaintiffs would have notice of the large board placed by the Defendant No.3 on the Suit property. The Plaintiffs were accordingly put to notice in August 2023 itself that the Defendant No. 3 had acquired the said property from Defendant Nos. 86. Mr. Chinoi has submitted that the Plaintiffs would have notice of the large board placed by the Defendant No.3 on the Suit property. The Plaintiffs were accordingly put to notice in August 2023 itself that the Defendant No. 3 had acquired the said property from Defendant Nos. 1 and 2. 87. Mr. Chinoi has submitted that the Plaintiffs are precluded from now seeking any interim reliefs to stop the redevelopment by the Defendant No.3. The Plaintiffs have filed no rejoinder affidavit and consequently have not offered on record any explanation for their laches/ delay / inaction. He has submitted that the Plaintiffs grossly belated application for interim reliefs should be refused/ rejected as being both inequitable and contrary to the principles of balance of convenience. He has in this context placed reliance upon the decision of Supreme Court in Ambalal Maganlal Patel (supra) in support of his submission that delay is fatal for an application for interim reliefs and intervening rights would disentitle the Plaintiffs from being granted interim reliefs. 88. Mr. Chinoi has accordingly submitted that the Interim Application be dismissed with costs. 89. Having considered the submissions, I am of the prima facie view that the Plaintiffs though having filed the captioned Suit for specific performance of the said Agreement in the year 2006 had taken a conscious decision not to claim interim relief pending the Suit. This was inspite of an averment in the Plaint that Defendant Nos. 1 and 2’s intent was “to unilaterally terminate the said agreement and sell the said property to third party”. 90. It is pertinent to note that subsequent to the filing of the Suit when Defendant Nos. 1 and 2 through their Advocate’s Notice dated 9 th June, 2006 had pointed out that the said Agreement stood cancelled and terminated as on 31 st May, 2006 and that they are now free to deal with and dispose of the said property in such a manner they deemed fit, even then the Plaintiffs failed to take out an Interim Application praying for interim relief. It is an admitted fact that after a lapse of 18 years the Plaintiffs have now taken out the present Interim Application praying for interim orders restraining the Defendant No.3 from dealing with or developing the said property. Thus, there has been gross delay and laches in filing the present Interim Application. 91. It is an admitted fact that after a lapse of 18 years the Plaintiffs have now taken out the present Interim Application praying for interim orders restraining the Defendant No.3 from dealing with or developing the said property. Thus, there has been gross delay and laches in filing the present Interim Application. 91. Further, the Plaintiffs had not taken any steps to amend the Plaint or challenge the Termination Notice dated 9 th June, 2006 and subsequent Defendants’ Advocate’s Letter dated 23 rd June, 2006, wherein they had reiterated that they would act upon the termination and deal with and dispose of the said property in such a manner as they deemed fit. The Plaintiffs had taken out a Chamber Summons five years after filing of the captioned Suit being Chambers Summons No.1364 of 2011. However, in the Chambers Summons also the Plaintiffs did not seek to challenge the said Termination Notice dated 9 th June, 2006. The Chambers Summons had been unconditionally withdrawn by the Plaintiffs with a view to file an independent Suit which the Plaintiffs did not file. 92. The Plaintiffs had for the first time on 24 th October, 2024 filed an Interim Application (L) No.33110 of 2024 seeking amendment in the Plaint by impleading Defendant No.3 as party to the Suit and seeking relief against Defendant No.3 from carrying out construction over the said property. The Interim Application was allowed by this Court on 22 nd November, 2024. However, it is pertinent to note that the Termination Notice dated 9 th June, 2006 was not challenged by way of the amendment. 93. Mr. Tulzapurkar on behalf of the Plaintiffs has attempted to explain why the Plaintiffs found it not necessary to challenge the said Termination Notice and has placed reliance upon the issues which had been framed by this Court on 19 th July, 2011 and which included the issue, “Whether the Defendants prove that the MoU dated 20 th October, 2005 was validly terminated?” It is the contention of Mr. Tulzapurkar that the burden to prove the validity of the termination is on the Defendants and that the same be decided at the stage of final hearing of the Suit. This explanation is not satisfactory and only goes to show that the Plaintiffs had no intention to seek interim orders. Tulzapurkar that the burden to prove the validity of the termination is on the Defendants and that the same be decided at the stage of final hearing of the Suit. This explanation is not satisfactory and only goes to show that the Plaintiffs had no intention to seek interim orders. The present Interim Application has been taken out over 18 years from the filing of the Suit and that too after the Defendant Nos.1 & 2 had made it clear in their Termination Notice dated 9 th June, 2006 that they were free to deal with said property upon termination of the said Agreement. 94. The Plaintiffs have made submissions on merits of their Suit for specific performance and that the Defendant Nos. 1 & 2 had failed to comply with their obligations in Clause 8 of the said Agreement i.e. to issue a valid Title Certificate by the Solicitor for Defendant Nos. 1 and 2 certifying Defendant Nos.1 and 2’s title to their undivided share in the said property is marketable and free from encumbrances in Form attached at Annexure E to the said Agreement. The Plaintiffs have referred to the claim of Dukanwala to an undivided 50% interest in the larger land. It is contended that the Title Certificate merely records the opinion of the Solicitor of Defendant Nos. 1 and 2 that Dukanwala’s claim is without substance and same does not in any manner affect the Defendant Nos.1 & 2’s title to the captioned property. 95. I do not find merit in these contentions of the Plaintiffs. Clause 8 of the said Agreement provided that upon issuance of the Title Certificate “the Assignee shall deemed to accept the title of the Assignee”. Thus, from the clear and plain language of Clause 8 it provided for deemed acceptance upon issuance of the Title Certificate and which in my prima facie view would only be upon the production of such a Certificate and not independent proof of marketable title. This had in fact being complied with by the Defendant Nos. 1 and 2 through their Solicitors. Further, from a conjoint reading of Clause 8 with Clauses 2,3 and 5 of the said Agreement, the Plaintiffs obligation for making payment of the balance consideration had arisen and which the Plaintiffs failed to comply. 96. This had in fact being complied with by the Defendant Nos. 1 and 2 through their Solicitors. Further, from a conjoint reading of Clause 8 with Clauses 2,3 and 5 of the said Agreement, the Plaintiffs obligation for making payment of the balance consideration had arisen and which the Plaintiffs failed to comply. 96. The decision of this Court in Ramniklal Tulsidas Kotak (supra) where the Court has held that Title Certificate must provide for clarifications and which has been relied upon by the Plaintiffs to contend that these clarifications are absent in the Title Certificate issued by the Solicitors of Defendant Nos. 1 and 2, is inapplicable in the present case. This is in view of my prima facie finding that Clause 8 of the said Agreement had provided for deemed acceptance merely upon issuance of Title Certificate and not independent proof of marketable title. 97. I find much substance in the submission on behalf of Defendant No.2 that the Plaintiffs had knowledge of the extent of Dukanwala’s claim in the City Civil Suit. It is stated in Clause 7 of the said Agreement that all the papers in the City Civil Suit as well as Appeal filed therefrom had been shared with the Plaintiffs by Defendant Nos.1 and 2 and that the Plaintiffs had entered into the said Agreement “irrespective of the outcome in the said proceedings”. This included the Written Statement, which had been filed by the Mirzas and Dukanwala, wherein it was admitted that the Plaintiffs therein i.e. the Kalgutkars had sold exclusive possession of the North Wing Property and Defendant Nos. 1 and 2 therein i.e. the Mirzas had sold an exclusive possession of the South Wing Property and as per two Wills and Deed of Transfer, the Larger Property was sub- divided by metes and bounds. By way of the said partition, the Plaintiffs therein have sole exclusive right to the North Wing and Defendant Nos. 1 and 2 therein have sole exclusive right to the South Wing. Dukanwala was an Assignee of and derived his right in the Larger Property from the Mirzas. The Plaintiffs thus had knowledge of the extent of Dukanwala’s claim / entitlement to the Larger Property being limited to the South Wing at the time of entering into the said Agreement and at all material times thereafter. Dukanwala was an Assignee of and derived his right in the Larger Property from the Mirzas. The Plaintiffs thus had knowledge of the extent of Dukanwala’s claim / entitlement to the Larger Property being limited to the South Wing at the time of entering into the said Agreement and at all material times thereafter. The Plaintiffs are thus estopped from relying upon Dukanwala’s claim to entitlement of 50% of the Larger Property to contend that there was no clear and marketable title of the Defendant Nos. 1 & 2 in the said property. 98. The Plaintiffs have contended that by virtue of the Lis Pendens having been registered in the captioned Suit, Defendant No.3 had knowledge of the captioned Suit and accordingly, the acts done by Defendant No.3 are entirely of their own making and they cannot be allowed to take advantage of their own wrong. This contention is in my prima facie view misconceived and has to be seen from the perspective of the present Interim Application suffering from gross delay and laches as it is filed much after the rights have been created in favour of Defendant No.3 in the said property from Defendant Nos. 1 and 2. Further, taking out the Lis Pendens by the Plaintiffs would only go to show that the Plaintiffs would have an apprehension that the said property would be dealt with and inspite of which they had not moved for interlocutory reliefs for a period of 18 years. The Plaintiffs were well aware of the Termination Notice as far back in June 2006, wherein Defendant Nos. 1 and 2 had stated that they were free to deal with and dispose of the said property and inspite of which the Plaintiffs deliberately failed to take any steps from 2006 i.e. for the period of 18 years till the present Application was filed. 99. The Judgment relied upon by the Defendant Nos. 1 viz.Ambalal Maganlal Patel (supra) is apposite. I do not find merit in the attempt made on behalf of the Plaintiffs to distinguish this Judgment on facts viz. that in the cited case interim relief had been rejected, because of intervening creation of third party rights and substantial investment having been made because of delay in filing the Suit. 1 viz.Ambalal Maganlal Patel (supra) is apposite. I do not find merit in the attempt made on behalf of the Plaintiffs to distinguish this Judgment on facts viz. that in the cited case interim relief had been rejected, because of intervening creation of third party rights and substantial investment having been made because of delay in filing the Suit. In the present case there has been gross delay and laches in filing of the present Interim Application and which has resulted in third party rights accruing in favour of Defendant No.3 who has taken substantial steps in re-development of the said property and grave prejudice will be caused to them if the Interim Application is allowed. 100. I find much substance in the submissions on behalf of Defendant No.3 that the Plaintiffs’ conduct in 2006 when the Suit was filed establishes laches /a representation by conduct / conscious decision not to seek interim orders pending the Suit. Accordingly, it would be inequitable to allow the Plaintiffs after a lapse of 18 years to now attempt to seek interim orders restraining the Defendant No.3 from dealing with or developing the said property. 101. The Plaintiffs having stood by for 16 months whilst the Defendant No.3 expended substantial sums, obtained the requisite permissions for re-development, and vacated the existing tenants / occupants demolished the existing building / structure, would be now precluded from seeking any interim relief to stop re- development. The balance of convenience is against the Plaintiffs in view of the grossly belated Application for interim reliefs. 102. The Plaintiffs were put to notice that the Defendant Nos. 1 and 2 were free to deal with said property in the Termination Notice and inspite of which the Defendant Nos. 1 and 2 have made no attempt to seek interlocutory orders. The decision relied upon by the Plaintiffs viz. State of Karnataka (supra) and Janta Shikshan Santha & Ors., Vs. Ajit Subhash Kashid & Ors., [2019 SCC OnLine Bom 13117] in support of their contention that no Court can issue order of mandatory injunction on mere apprehension without positive data about adverse effects being placed and without any definite conclusion on the question of irreparable injury and balance of convenience is not applicable in the facts of the present case. 103. 103. The Plaintiffs in my prima facie view, have abandoned their rights to seek interim relief, considering that they had no intention to make out a case for interim relief even after the Termination Notice was issued by Defendant Nos. 1 and 2 stating that they are free to deal with the said property. The present Interim Application which seeks interlocutory orders inter alia against Defendant No.3 is belatedly filed i.e. after a period of 16 months from the Plaintiffs’ knowledge of Defendant No.3 having acquired the said property which in my prima facie view would have been from the putting up of the board by Defendant No.3 on the said property after their execution of Deed of Assignment dated 6 th August, 2023 with Defendant Nos. 1 and 2 and which was in August, 2023. 104. The Plaintiffs reliance on failure on the part of the Defendants to issue public notice prior to executing the Assignment Deed for not having approached the Court earlier is a misplaced reliance. The Plaintiffs had notice of the Defendant Nos. 3 having acquired the said property from the display of large board on the said property by Defendant No.3. The Plaintiffs having stood by for over 16 months from such notice, it would be inequitable to grant the Plaintiffs the interim reliefs. 105. The decision relied upon by Defendant No.3 viz. Ambalal Maganlal Patel (supra) in support of their contention that delay is fatal for an application for interim reliefs and intervening rights would disentitle the Plaintiffs from being granted interim reliefs is apposite. 106. Accordingly, the Interim Application is rejected and disposed of. There shall be no orders as to costs.