Ambalal Sarabhai Enterprise Limited Vs KS Infraspace Llp Limited And Another (Supreme Court of India)
The Supreme Court, in the case of Ambalal Sarabhai Enterprise Ltd. vs. KS Infraspace LLP Ltd., set aside the High Court’s injunction order, ruling that no concluded contract existed between the parties. The dispute revolved around the sale of 19,685 square meters of land in Vadodara, Gujarat. The plaintiff, KS Infraspace, claimed that an oral contract and an email exchange on March 30, 2018, confirmed the finalization of the deal with the defendants. However, the defendants contended that negotiations remained inconclusive and instead finalized a registered agreement with another party, Neptune Infraspace, on March 31, 2018.
The Principal Civil Judge initially granted an injunction preventing further transactions, stating that the terms of the sale were finalized through emails, and an advance of ₹2.16 crore had been paid. The High Court upheld the injunction, relying on the exchange of WhatsApp messages and emails as proof of a concluded agreement. However, the Supreme Court disagreed, emphasizing that a mere exchange of draft MoUs or discussions on WhatsApp does not amount to a binding contract, especially when a formal agreement remains unsigned.
The Court referenced past rulings, including Mandali Ranganna vs. Ramachandra (2008) and Mayawanti vs. Kaushalya Devi (1990), to stress that injunctions should not be granted in specific performance suits unless clear evidence of a valid contract exists. It reiterated that equitable relief like an injunction requires the petitioner’s conduct to be fair and transparent. Since the plaintiff was aware of parallel negotiations and delays, the Supreme Court deemed the injunction unjustified.
