Bombay High Court Rejects Developer’s Summary Judgment in Tardeo Redevelopment Suit; Holds Termination, Readiness, Loss and ₹31.10-Crore Damages Require Full Trial and Evidence
Bombay High Court Rejects Manas Shelters’ Summary Judgment Plea; Finds Defendant Has Real Prospect of Defending Tardeo Development Agreement Termination
Facts
Manas Shelters Pvt. Ltd. filed a commercial suit against Vivek Madhavlal Pittie concerning redevelopment of C.S. No. 321, Tardeo Division, Pathe Baburao Marg/Falkland Road, Mumbai, admeasuring about 1,538.7 sq. metres and containing Buildings Nos. 15 and 17.
The property had earlier formed part of partition litigation concerning the Pittie family. A private receiver was appointed, and in 2002 the Bombay High Court permitted redevelopment because the existing buildings were old and dilapidated. Manas Shelters was appointed developer and executed a Development Agreement dated 16 December 2003, supplemental agreements and a Power of Attorney.
However, over about nine years, the developer was able to construct only up to the plinth level. On 16 July 2013, the original defendant terminated the development arrangement alleging failure to perform contractual obligations. Manas Shelters then filed the suit seeking, among other reliefs, declaration that the termination was illegal, specific performance, monetary claims and a charge over the property.
Manas initially obtained interim protection restraining the defendant from acting on the termination. That injunction was eventually vacated by the Single Judge on 27 March 2024. The Division Bench dismissed the appeal on 24 June 2025, and the Supreme Court dismissed the SLP on 19 February 2026.
Meanwhile, Manas filed the present Interim Application seeking summary judgment under Order XIII-A CPC and judgment on admission under Order XII Rule 6, including a declaration that the termination was illegal and a decree for ₹31,10,00,449 with interest.
Issues
The principal issue was whether the defendant had “no real prospect of successfully defending” the suit so as to justify summary judgment under Order XIII-A.
The Court also considered whether:
Clause 16 of the Development Agreement made the termination notice invalid for want of one month’s notice;
Clause 30 required a two-month cure notice before termination;
the defendant could rely on Section 39 of the Indian Contract Act on the basis of anticipatory breach or refusal to perform;
damages of ₹31.10 crore could be awarded summarily;
readiness and willingness had to be proved even for damages; and
the plaintiff’s valuation report could be accepted without oral evidence.
Plaintiff’s Arguments
Manas Shelters argued that the termination notice was plainly contrary to Clauses 16 and 30 of the Development Agreement.
Clause 16, according to the plaintiff, contemplated one month’s prior written notice before termination. Clause 30 contemplated a two-month notice calling upon the defaulting party to cure the breach. Since neither had been issued, Manas argued that the defendant had no real prospect of defending the validity of the termination.
The plaintiff also contended that because the original private receiver had appointed Manas pursuant to a Court order, he could not have terminated the development arrangement without first obtaining permission from the Court.
On damages, Manas argued that once the termination was held invalid, it would automatically be entitled to at least ₹31.10 crore, representing what it described as a conservative valuation of its development rights. It asserted that oral evidence was unnecessary for that claim.
It also relied independently on Order XII Rule 6, contending that the material contained sufficient admissions to justify a decree.
Defendant’s Arguments
The defendant argued that the suit was fundamentally one for specific performance, which necessarily required Manas to establish continuous readiness and willingness to perform the contract.
The defendant submitted that readiness and willingness would remain relevant even if the plaintiff ultimately sought damages instead of specific performance.
It also argued that there could be no automatic compensation merely because termination was found wrongful; the plaintiff would still have to prove actual loss by evidence.
The ₹31.10-crore valuation was disputed. The defendant argued that the valuation report and methodology, including reliance upon ready reckoner rates, required testing through examination and cross-examination of the valuer.
Further, the defendant contended that Manas’ prolonged failure to perform amounted to anticipatory breach under Section 39 Contract Act, giving a statutory basis for termination independent of Clauses 16 and 30.
Analysis of the Law
Scope of Order XIII-A
The High Court relied principally upon the Supreme Court’s decision in Reliance Eminent Trading and Commercial Pvt. Ltd. v. Delhi Development Authority, which had recently restated the governing principles for summary judgment.
Under Order XIII-A, the Court must be satisfied that:
one side has no real prospect of success; and
there is no compelling reason why the matter should proceed to trial.
The Court must distinguish a real defence from a merely fanciful one, but it cannot conduct a mini-trial. It must also consider what evidence may reasonably emerge at trial.
The power is exceptional because it cuts short the ordinary trial process.
Clause 16 Defence Was Arguable
Clause 16 made time for redevelopment the essence of the contract. It contemplated a six-month extension if the developer made a written request, followed—if the work remained incomplete—by one month’s written notice before termination.
The defendant’s case was that Manas never sought the contractual extension, and therefore the one-month notice mechanism under Clause 16 was not attracted.
The Court held that this was a genuine defence requiring examination at trial. It therefore could not conclude that the defendant had no real prospect of successfully defending the plaintiff’s Clause 16 case.
Clause 30 and Section 39 Also Required Trial
Clause 30 required a two-month cure notice upon breach or default before termination.
However, the Court noted that the plaintiff had exceeded the contractual timeline and, despite the passage of about nine years, had built only up to plinth level.
The defendant’s further case was that such prolonged non-performance amounted to refusal or anticipatory breach under Section 39 of the Contract Act, giving rise to a statutory right to terminate that might operate independently of the contractual notice provisions.
The Court expressly declined to finally decide whether Section 39 ultimately applied. For summary judgment purposes, it was sufficient that the defendant had raised a real and legally arguable defence.
Damages Could Not Be Awarded Summarily
The Court found multiple obstacles to the ₹31.10-crore claim.
First, since the validity of the termination itself could not be summarily decided, damages founded upon the alleged wrongful termination could not be summarily awarded.
Second, even assuming wrongful termination, compensation does not follow automatically. The plaintiff must establish that it actually suffered loss and prove the quantum of that loss.
The Court relied on Bharat Sanchar Nigam Ltd. v. Media Marketing Services for the principle that even wrongful termination does not entitle a party to compensation in the absence of proof of resulting loss.
Readiness and Willingness Still Had to Be Proved
The High Court further held that Manas would ultimately have to prove its readiness and willingness to perform the development contract, even in relation to a damages claim.
It relied upon the Privy Council decisions in Abdullah Bey Chedid v. Tenenbaum and Tan Ah Boon v. State of Johore for this proposition.
Since readiness and willingness would require evidentiary assessment, a full trial was necessary.
Valuation Report Required Evidence
The ₹31.10-crore figure was based upon a valuation report using ready reckoner rates.
The Court held that the report could not simply be accepted at face value. Its methodology and correctness would have to be tested by examining the valuer and allowing the defendant to challenge the underlying assumptions.
Thus, damages were plainly unsuitable for summary adjudication.
Precedent Analysis
Reliance Eminent Trading and Commercial Pvt. Ltd. v. Delhi Development Authority, 2026 SCC OnLine SC 744
This was the controlling authority on Order XIII-A.
The Supreme Court held that summary judgment may be granted only where the prospect of success or defence is not real or substantial, and where no compelling reason exists to proceed to trial.
The Bombay High Court followed its caution that the Court must not conduct a mini-trial and must consider evidence that may reasonably become available at trial.
Bharat Sanchar Nigam Ltd. v. Media Marketing Services
The Court relied upon this Bombay High Court precedent to hold that wrongful termination alone does not automatically generate a right to damages. Proof of actual loss remains necessary.
Abdullah Bey Chedid v. Tenenbaum and Tan Ah Boon v. State of Johore
These Privy Council decisions were relied upon for the proposition that a plaintiff seeking specific performance or damages arising from contractual breach must establish readiness and willingness to perform its own obligations.
The Court found it unnecessary to separately examine the various High Court authorities cited on the general scope of Order XIII-A because the Supreme Court’s decision in Reliance Eminent governed the field.
Court’s Reasoning
A major consideration was the changed procedural position after Manas filed the summary-judgment application.
When the application was filed, Manas still enjoyed an interim injunction protecting its development rights.
Thereafter, that injunction was vacated by the Single Judge, the Division Bench affirmed the vacation, and the Supreme Court dismissed the SLP. The earlier courts had made adverse observations concerning Manas’ failure to progress construction and its apparent lack of financial wherewithal.
The High Court held that, against that background, it was “too optimistic” for the plaintiff to seek a final summary declaration that the termination was invalid and an immediate decree for ₹31.10 crore.
The fact that Manas had been unable to maintain even a prima facie case for continuing interim protection strongly undermined its contention that the defendant now had no real prospect whatsoever of defending the suit.
The Court therefore concluded that the application was “totally baseless”.
Conclusion
The Bombay High Court dismissed Manas Shelters’ application for summary judgment.
It held that:
the defendant had genuine defences concerning Clauses 16 and 30;
the Section 39 Contract Act defence required examination;
validity of termination could not be finally decided without trial;
readiness and willingness required evidence;
damages could not follow automatically from alleged wrongful termination;
the ₹31.10-crore valuation required proof; and
Order XIII-A was therefore unavailable.
The two amendment applications were allowed, but Interim Application No. 4450 of 2026 seeking summary judgment was dismissed. Costs were made costs in the suit.
Case Details
Case: Manas Shelters Pvt. Ltd. v. Vivek Madhavlal Pittie
Citation: 2026:BHC-OS:19612
Court: Bombay High Court, Ordinary Original Civil Jurisdiction
Case: Commercial Suit No. 344 of 2015
Applications: Interim Application No. 4450 of 2026, with Interim Application (L) Nos. 15824 of 2023 and 34188 of 2023
Judge: Justice Sandeep V. Marne
Reserved on: 20 August 2026
Pronounced on: 2 September 2026
Result: Summary judgment application dismissed; amendment applications allowed. Validity of termination, readiness and willingness, and claimed damages left for trial
