Bombay High Court Holds Redevelopment Resolution and Development Agreement Must Be Challenged Together in Civil Court; Rejects Separate Cooperative Court Proceeding by Society Members Accordingly
Bombay High Court Rejects Society Members’ Separate Challenge to Redevelopment Resolutions; Holds Development Agreement and Resolutions Must Be Challenged Together Before Civil Court
Facts
The petition was filed by 41 members of Saujanya Co-operative Housing Society Ltd., situated at Koperkhairane, Navi Mumbai. The Society comprised 69 ground-floor structures allotted to members around 1995-96. According to the petitioners, the structures were not old enough to require reconstruction, but the Society commenced a redevelopment process in 2016.
In a Special General Body Meeting dated 9 May 2021, the Society selected a Project Management Consultant. On 8 August 2021, the Redevelopment Committee was authorised to select a developer. On 6 March 2022, M/s Omkar Planet Buildcon was selected as developer. The petitioners thereafter challenged resolutions dated 9 May 2021, 8 August 2021, 6 March 2022 and 28 May 2023 before the Co-operative Court, Thane.
Separately, the petitioners had already filed Special Civil Suit No.145 of 2024 challenging the Development Agreement and Power of Attorney dated 16 October 2023. Their Cooperative Court dispute was deliberately restricted to the Society’s resolutions alone.
The Society sought rejection of the Cooperative Court dispute under Order VII Rule 11(d) CPC, contending that the dispute was not maintainable under Section 91 of the Maharashtra Co-operative Societies Act, 1960.
The Co-operative Court allowed that application on 11 March 2025 and rejected Dispute No.CCT 201 of 2024. The Maharashtra State Co-operative Appellate Court upheld that decision on 16 September 2025. The members then approached the Bombay High Court.
Issues
The principal issue was which forum has jurisdiction when members of a cooperative housing society challenge a redevelopment process.
More specifically, the Court considered whether members could challenge the General Body resolutions before the Cooperative Court while separately challenging the Development Agreement and Power of Attorney before the Civil Court; whether the resolution and development agreement could legally be segregated; whether redevelopment constituted the “business of the society” under Section 91 of the MCS Act; and what effect the developer’s acquisition of interest before institution of the Cooperative Court dispute had on jurisdiction.
Petitioners’ Arguments
The petitioners argued that their Cooperative Court proceeding challenged only the Society’s General Body resolutions and did not seek cancellation of the Development Agreement or Power of Attorney.
Since disputes concerning the conduct of general meetings and resolutions of the Society fall within Section 91 of the MCS Act, they contended that the Cooperative Court had jurisdiction.
They relied upon Bank of India Staff Panchsheel Co-operative Housing Society Ltd. v. Jitendra Kumar Jani, arguing that whether redevelopment forms part of the business or objects of a society is a mixed question of fact and law that ordinarily cannot be conclusively decided under Order VII Rule 11.
They also relied upon Eknath Namdev Lashkare to argue that both resolutions and development agreements concerning redevelopment could fall within Cooperative Court jurisdiction, and upon Jeetu Rajeshwar Kotpalliwar for the proposition that a bona fide dispute concerning validity of a General Body resolution should not be summarily rejected.
Respondent’s Arguments
The Society contended that the petitioners could not artificially separate the General Body resolutions from the Development Agreement and Power of Attorney executed pursuant to those resolutions.
It argued that both were parts of one redevelopment transaction.
The Society relied heavily upon Komal Arvind Vesavkar, contending that where a Development Agreement is already under challenge before a Civil Court, the validity of the resolutions giving rise to that agreement should also be adjudicated there rather than before the Cooperative Court.
It further argued that the redevelopment process had commenced before the 2019 amendment to the MCS Act and that the petitioners had not pleaded that redevelopment formed part of the Society’s objects or business.
Analysis of the Law
Section 91 Requires Both Party and Subject-Matter Conditions
The Court explained that Section 91 of the MCS Act requires two conditions.
First, the parties must fall within the classes enumerated in Section 91(1). That requirement was satisfied because the petitioners were members and the respondent was their Society.
Second, however, the dispute must concern the constitution, election, conduct of general meetings, management or business of the Society.
Although the petitioners formally challenged General Body resolutions, their real grievance arose from implementation of the redevelopment process.
Redevelopment Is Not Automatically the Business of Every Society
The Court examined the effect of the 2019 amendments to the MCS Act.
Before the amendment, Bombay High Court decisions had repeatedly held that redevelopment of a society’s building did not by itself constitute the “business of the society” for Section 91 purposes.
The 2019 amendment expanded the definition of “housing society” to include demolition, reconstruction and utilisation of development potential.
However, the judgment explained that this is an enabling provision. Whether redevelopment actually forms part of a particular society’s business can depend upon that society’s bye-laws and objects.
In the present case, the pleadings themselves stated that the redevelopment process began in 2016, before the 2019 statutory amendment.
More importantly, there was no averment in the Cooperative Court dispute that redevelopment was an object or business of Saujanya Society or that its bye-laws had been amended accordingly.
The Court held that this omission itself supported rejection of the dispute.
Precedent Analysis
Margaret Almeida v. Bombay Catholic Co-operative Housing Society Ltd.
This Supreme Court judgment became the decisive authority.
The Supreme Court had considered a Society resolution authorising sale of property followed by execution of a conveyance in favour of third-party purchasers.
It interpreted Section 94(3)(a) of the MCS Act and held that a person who acquires an interest in the property before institution of the Cooperative Court dispute cannot subsequently be impleaded under Section 94(3)(a). That provision applies to acquisition during pendency of the dispute.
The Supreme Court further explained that merely challenging the Society resolution before the Cooperative Court would be ineffective where a conveyance had already transferred rights to outsiders who could not be joined there.
Even if the Cooperative Court declared the resolution invalid, the transferee could ignore that declaration because it was not a party.
A challenge to the transferee’s title would ultimately require proceedings before the Civil Court, which could itself examine the validity of the underlying resolution.
Justice Marne held that Margaret Almeida provided the complete answer to the present controversy.
Komal Arvind Vesavkar
In Komal Arvind Vesavkar, a Development Agreement was already under challenge in civil proceedings.
The Bombay High Court held that the resolutions forming the basis of that agreement could also be examined in the same civil proceedings.
Splitting the dispute between two different forums would be inappropriate where the resolutions and development agreement were inseparably connected.
The present Court considered this reasoning directly applicable.
Eknath Namdev Lashkare
The petitioners relied on this judgment because the Court there held that a Cooperative Court could examine both a redevelopment resolution and development agreement.
Justice Marne distinguished it on facts.
In Eknath Namdev Lashkare, the developer had not acquired an independent property interest before the dispute and its rights flowed from the Society during the relevant proceedings. It could therefore be treated differently under the MCS Act.
The Court held that the decision turned on that specific factual distinction and could not override Margaret Almeida where the developer acquired rights before institution of the dispute.
Bank of India Staff Panchsheel CHSL
This decision held that whether redevelopment forms part of a society’s objects may be a mixed question of law and fact and cannot always be decided under Order VII Rule 11 where the necessary bye-laws and factual material are absent.
The Court accepted the principle but held that the present case involved an additional and decisive jurisdictional defect: the petitioners had already challenged the Development Agreement before the Civil Court while attempting to separately litigate the corresponding resolutions before the Cooperative Court.
Amita Jiten Desai
The Court also considered this later Bombay High Court decision.
It recognised that where the plaint does not establish that redevelopment forms part of the business of the Society, the Civil Court’s jurisdiction cannot simply be excluded under Section 91.
The judgment reinforced the proposition that forum depends upon the Society’s objects and the nature of the substantive redevelopment controversy.
Court’s Reasoning
The Court considered the petitioners’ litigation strategy fundamentally problematic.
They had challenged the Development Agreement and Power of Attorney in Civil Court, but sought to challenge only the resolutions authorising those documents before the Cooperative Court.
The High Court held that such segregation could produce contradictory and legally ineffective results.
For example, the Civil Court might uphold the Development Agreement while the Cooperative Court later invalidated the resolution authorising that agreement. The two forums could therefore reach incompatible conclusions concerning different parts of the same redevelopment transaction.
The Court held that both challenges should be decided by one forum.
The next question was which forum.
Since the developer had already acquired an interest pursuant to the Development Agreement before the Cooperative Court dispute was filed, it could not be impleaded there under Section 94(3) as interpreted by Margaret Almeida.
Accordingly, the Cooperative Court could not effectively adjudicate the entire redevelopment transaction.
The Civil Court, however, could adjudicate both the challenge to the Development Agreement and the validity of the Society resolutions underlying it.
Therefore, the Civil Court was the proper forum.
Conclusion
The Bombay High Court held that the petitioners could not maintain separate proceedings before two forums—one before the Cooperative Court challenging General Body resolutions and another before the Civil Court challenging the Development Agreement and Power of Attorney.
The correct course was to raise a composite challenge before the Civil Court.
Since the petitioners already had Special Civil Suit No.145 of 2024 pending, they were required to incorporate their challenge to the resolutions in that suit.
The Court also noted the independent defect that the Cooperative Court pleadings did not aver that redevelopment formed part of the Society’s business or that its bye-laws had been amended in accordance with Section 154B(1)(17).
Accordingly, the High Court held that the Co-operative Court had correctly rejected the dispute and that the Cooperative Appellate Court had correctly affirmed that order.
The writ petition was therefore dismissed.
Case Details
Case: Baliram Totaram Misal & Ors. v. Saujanya Co-operative Housing Society Ltd.
Court: High Court of Judicature at Bombay, Civil Appellate Jurisdiction
Case Number: Writ Petition No.15791 of 2025
Neutral Citation: 2026:BHC-AS:35191
Judge: Justice Sandeep V. Marne
Reserved On: 17 August 2026
Date: 27 August 2026
Underlying Dispute: Dispute No.CCT 201 of 2024 before the Co-operative Court, Thane.
Impugned Orders: Co-operative Court order dated 11 March 2025 rejecting the dispute under Order VII Rule 11(d); Cooperative Appellate Court order dated 16 September 2025 dismissing Appeal No.19 of 2025.
Subject Matter: Challenge by Society members to General Body resolutions concerning redevelopment of 69 ground-floor structures at Koperkhairane.
Connected Civil Proceeding: Special Civil Suit No.145 of 2024 challenging the Development Agreement and Power of Attorney.
