PAWAN KUMAR ARYA AND OTHERSversusRAVI KUMAR ARYA AND OTHERS

770                      [2020]REPORTS
               SUPREME COURT    4 S.C.R. 770                 [2020] 4 S.C.R.


A                   PAWAN KUMAR ARYA AND OTHERS
                                         v.
                     RAVI KUMAR ARYA AND OTHERS
                       (Civil Appeal Nos. 945-946 of 2020)
B                               MARCH 02, 2020
                 [ASHOK BHUSHAN AND M. R. SHAH, JJ.]
             Suit – Relief against the transfer of property – Execution of
      consent decree – The dispute was with respect to a property – The
      dispute was between the appellants- original plaintiffs (PA Group)
C     and respondent nos. 1 to 6-original defendant nos. 1 to 6 (RA Group)
      and also between original defendant no. 10-Developer/Builder –
      The disputed property was of K.F. Pvt. Ltd. – In the said Company,
      25% of the shareholding was with M.P. Recycling Company (Jointly
      held by plaintiffs and defendants nos. 1 to 6) and the remaining
D     75% of the shareholding with defendants nos. 1 to 6 in their
      individual capacities – According to the plaintiffs, defendants nos.
      1 to 6 entered into a purported Development Agreement with
      defendant no. 10, to develop the disputed property behind the back
      of plaintiffs – As per plaintiffs, the defendants nos. 1 to 6 received
      Rs. 45 crores from the developer and 15 flats & 72 car parking
E     spaces under the development agreement – According to the
      plaintiffs, the defendant nos. 1 to 6 did not give any rights/ benefits
      in the said property to them – This led to the filing of the suit –
      During the pendency of the suit, the suit came to be settled and it
      was disposed of in accordance of the consent terms – As per
F     plaintiffs, the developer had in accordance with the consent terms
      executed the letter of allotment in ‘Annexure E’ in respect of the 8
      apartments, which were to fall in the share of the plaintiffs, but
      defendant nos. 1 to 6 refused to abide by the consent terms and
      counter-sign the letter of allotment as per ‘Annexure E’ – The plaintiff
      initiated proceedings for the execution of the consent decree viz.
G     for execution of the document at ‘Annexure E’ – The execution
      application was rejected by the Single Judge of the High court and
      it was observed that unless and until the supplementary consent
      terms are entered into between the parties, there is no obligation on
      the part of defendant nos. 1 to 6 to execute the letter of allotment in
H     the form of ‘Annexure E’ – The Division Bench of the High Court
                                        770
        PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                               771


confirmed the judgment and order passed by the Single Judge of            A
the High Court – On appeal, held: From the consent terms, it appears
that both the parties – PA Group and RA Group decided to resolve
and settle the other disputes also i.e. the other larger companies
and its constituents – The entire consent terms/ consent decree is
required to be acted upon and/ or implemented by both the parties
                                                                          B
otherwise, the object and purpose to resolve all the disputes will be
frustrated – Thus, there cannot be any execution of partial consent
terms/ consent decree – Also, the further execution of supplemental
consent terms/ family arrangement is required to be executed between
the parties, considering the relevant terms of settlement – The both
Single Judge as well the Division Bench were justified in holding         C
that the execution of the further supplemental consent terms/ family
arrangement is must – Therefore, both the parties directed to fully
comply with the consent terms/ consent decree and enter into the
further supplemental consent terms/ family arrangement after
following the modalities with respect to valuation, bidding etc. –
                                                                          D
Also, RA Group to counter-sign ‘Annexure E’ letter with respect to 8
flats as per list at ‘Annexure A’ to the consent terms for which the
developer had issued letter – However, it is further directed that till
the consent terms/consent decree is fully implemented by both the
parties and the supplemental consent terms/family arrangement is
entered into/executed, the PA Group shall not alienate in any manner      E
the said 8 flats.

      Disposing of the appeals, the Court
      HELD: 1. Having heard the respective parties and
considering the relevant terms of the settlement, this Court is of        F
the opinion that further execution of supplemental consent terms/
family arrangement is required to be executed between the
parties. For whatever reasons, the further supplemental consent
terms have not been entered into between the parties. Therefore,
as such, considering the fact that the parties entered into the
                                                                          G
consent terms/settlement for a complete parting of ways between
the parties and so aimed at bringing about an eventual complete
quietus to the disputes between the parties and even parties
entered into the consent terms/settlement to resolve and settle
the disputes in relation to the subject matter of AISCO, IMTC,
Kash Foods, Orbit Arya Commercial Premises and the disputes               H
772            SUPREME COURT REPORTS                      [2020] 4 S.C.R.


A     in relation to the larger Arya Group of Companies and its
      constituents, which were beyond the dispute in the civil suit,
      the entire consent terms/consent decree is required to be acted
      upon and/or implemented by both the parties. There cannot be
      any execution of partial consent terms/consent decree. If the
      submission on behalf of the plaintiffs is accepted and the 8 flats
B
      as per list at ‘Annexure A’ are transferred absolutely and without
      any condition in favour of PA Group without there being any further
      supplemental consent terms/family arrangement, in that case, the
      entire object and purpose of entering into the consent terms/
      settlement to resolve all the disputes between the parties will be
C     frustrated. Both the parties to the consent terms/consent decree
      are required to fully comply with the terms of settlement/the
      consent terms and the consent decree. One party cannot be
      permitted to say that that portion of the settlement which is in
      their favour be executed and/or complied with and not the other
      terms of the settlement/consent terms/consent decree. Under
D
      the circumstances, as such, both, the Single Judge as well as the
      Division Bench of the High Court are justified in holding that the
      execution of the further supplemental consent terms/family
      arrangement is must and there cannot be any partial execution of
      the consent terms/consent decree.[Para 6][789 G-H; 790 A-F]
E            2. Even in the case of Hari Shankar Singhania, the decision
      which has been relied upon by the appellants, this Court has
      observed that a family settlement is treated differently from any
      other formal commercial settlement as such settlement in the
      eye of the law ensures peace and goodwill among the family
F     members. It is further observed that technicalities should not be
      put at risk of the implementation of a settlement drawn by a family,
      which is essential for maintaining peace and harmony in a family.
      It is further observed that it is the duty of the court that such an
      arrangement and the terms thereof should be given effect to in
      letter and spirit. [Para 7][790 F-H]
G
            3. On a conjoint reading of all the terms of the settlement,
      it can be said that there is an implied term that both the parties
      have intended that on one hand as agreed between the parties
      further supplemental consent terms/family arrangement is to be

H
        PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                            773


entered into and on the other hand there shall be transfer/            A
allotment of 8 flats as per list at ‘Annexure A’ in favour of PA
Group. Any other interpretation would lead to unworking of the
consent terms/consent decree. As observed hereinabove, if the
consent decree is partially executed and the other parts of the
consent terms are not implemented and/or acted upon, the object
                                                                       B
and purpose to resolve all the disputes amicably between the
parties and to put an end to all the disputes between the parties
will be frustrated. [Para 8.1][791 D-F]
       4. However, at the same time, one cannot lose sight of the
fact that the 8 flats as per list at ‘Annexure A’ are allotted in
favour of PA Group and rest of the 7 flats as per list at ‘Annexure    C
B’ are allotted in favour of RA Group. At present, the RA Group
is in possession of all the 15 flats. The RA Group is also the
beneficiary of Rs.45 crores. Therefore, to strike the balance
between the parties, the RA Group can be directed to counter-
sign ‘Annexure E’ letter issued by the Builders with respect to 8      D
flats as per list at ‘Annexure A’ which are allotted in favour of PA
Group. However, with a caveat that till the further supplemental
consent terms/family arrangement as agreed between the parties
under the consent terms/consent decree is not executed, PA
Group may not be permitted to sell, transfer and/or deal with the
said flats till the consent terms/consent decree is fully acted upon   E
and implemented between the parties. At the same time, both
the parties are required to be directed to fully implement the
consent terms/consent decree and to enter into further
supplemental consent terms/family arrangement, the modalities
of which are mentioned in the consent terms itself, at the earliest    F
and within a reasonable time. Until then, both the parties to abide
as per the Restraint order as per clause 22 of the consent terms,
except the 7 flats as per list at ‘Annexure B’, which are allotted
in favour of RA Group. [Para 9][791-F-H; 792-A-C]
      5. The impugned judgment and order passed by the Division        G
Bench of the High Court and that of the Single Judge are hereby
modified as under: i) Both the parties – PA Group & RA Group
are directed to fully comply with the consent terms/consent decree


                                                                       H
774           SUPREME COURT REPORTS                      [2020] 4 S.C.R.


A     and enter into the further supplemental consent terms/family
      arrangement after following the modalities to be worked out with
      respect to valuation, bidding etc. as mentioned in the consent
      terms itself. Both the parties are directed to cooperate to fully
      comply with the consent terms/consent decree and fulfil their
      respective part of obligation under the consent terms/consent
B
      decree; ii) that the RA Group shall counter-sign ‘Annexure E’
      letter with respect to 8 flats as per list at ‘Annexure A’ to the
      consent terms for which the original defendant no.10 – Builder
      had already issued a letter. However, it is directed that till the
      consent terms/consent decree is fully implemented by both the
C     parties and further supplemental consent terms/family
      arrangement, as ordered hereinabove, is entered into/executed,
      the PA Group shall not alienate and/or transfer in any manner
      whatsoever the said 8 flats. At the same time, it will be open for
      original defendant nos. 1 to 6 – RA Group to deal with the 7 flats
      as per list at ‘Annexure B’ which are allotted to them. At the
D
      same time, both the parties to act as per the Restraint order as
      per clause 22 of the consent terms. The original injunction granted
      by the Single Judge which has been continued till date is directed
      to be continued till the execution of the further supplemental
      consent terms/family arrangement except the 7 flats as per the
E     list at ‘Annexure B’ which are allotted in favour of RA Group.
      [Para 10][792 B-H]
            Saradamani Kandappan v. S. Rajalakshmi & Ors.
            (2011) 12 SCC 18 : [2011] 8 SCR 874 – not applicable.
            Manish Mohan Sharma & Ors. v. Ram Bahadur Thakur
F           Ltd. & Ors (2006) 4 SCC 416 : [2006] 3 SCR 97 ; Kale
            & Ors. v. Deputy Director of Consolidation & Ors.
            (1976) 3 SCC 119 : [1976] 3 SCR 202 ; Satya Jain &
            Ors. v. Anis Ahmed Rushdie & Ors. (2013) 8 SCC 131:
            [2013] 3 SCR 319 ; Hari Shankar Singhania & Ors. v.
G           Gaur Hari Singhania & Ors. (2006) 4 SCC 658 : [2006]
            3 SCR 726 – referred to.
                            Case Law Reference
      [2006] 3 SCR 97           referred to               Para 3.2
      [1976] 3 SCR 202          referred to               Para 3.2
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                     775


[2013] 3 SCR 319              referred to                    Para 3.6            A
[2011] 8 SCR 874              not applicable                 Para 3.8
[2006] 3 SCR 726              referred to                    Para 3.10
      CIVIL APPELLATE JURISDICTION: Civil Appeal Nos. 945-
946 of 2020.                                                                     B
      From the Judgment and Order dated 21.12.2017 of the High Court
of Judicature at Bombay in Appeal (L) No. 447 of 2017 with Notice of
Motion (L) No. 2541 of 2017 in Appeal (L) No. 447 of 2017.
      Dr. A.M. Singhvi, Mr. Dhruv Mehta, Sr. Advs., Ms. Alya Khan,
Vivek A. Vashi, Advs. for the Appellants.                                        C
     Shyam Divan, Haresh M. Jagtiani, Sr. Advs., Bhargava V. Desai,
Ms. Apurva Manwani, Rahul Gupta, Advs. for the Respondents.
       The Judgment of the Court was delivered by:
       M. R. SHAH, J.                                                            D

       1. Feeling aggrieved and dissatisfied with the impugned judgment
and order dated 21.12.2017 passed by the High Court of Judicature at
Bombay in Appeal (L) No. 447 of 2017 with Notice of Motion (L) No.
2541 of 2017 in Appeal (L) No. 447 of 2017, by which the Division
Bench of the High Court has dismissed the said intra court appeal                E
preferred by the appellants herein – original plaintiffs and has confirmed
the judgment and order passed by the learned Single Judge dated
30.11.2017 dismissing the execution petition, the original plaintiffs – decree
holders have preferred the present appeals.
       2. The dispute is between the appellants herein – original plaintiffs     F
(hereinafter referred to as ‘PAGroup’) and respondent nos. 1 to 6 herein
– original defendant nos. 1 to 6 (hereinafter referred to as ‘RAGroup’)
and also between original defendant no. 10 – Omkar Realtors and
Developers Private Limited (hereinafter referred to as ‘Omkar Builders’).
The dispute was with respect to the asset of Kash Foods Private Limited          G
admeasuring 4134 square meters plot at Worli, Mumbai.
      2.1 That the appellants herein – original plaintiffs filed a Suit (L)
No. 194 of 2015 against the respondents herein/original defendants
seeking the relief against the transfer of the property of Kash Foods
Private Limited in favour of respondent no.10 herein – defendant no. 10
                                                                                 H
776             SUPREME COURT REPORTS                             [2020] 4 S.C.R.


A     - Omkar Developers. As observed hereinabove, the original plaintiffs
      Pawan Kumar Arya and others belong to PA Group and original
      defendant nos. 1 to 6 belong to RA Group, the brother of Pawan Kumar
      Arya. According to the original plaintiffs, original defendant no.7 – M.P.
      Recycling Company was jointly held by PA Group and RA Group with
      each credit or holding 50% of its shareholding. That M.P. Recycling
B
      held 25% of shareholding in Kash Foods. That Kash Foods owned a plot
      of land at Worli admeasuring about 4134.27 sq, meters. That 25% of the
      shareholding in Kash Foods was purchased by M.P. Recycling and the
      remaining 75% of the shareholding in Kash Foods was bought by
      RAGroup in 2011 in their individual capacities.
C            2.2 That by conveyance deed dated 22.12.2012, a portion of the
      assets of Kash Foods was transferred to original defendant nos. 3 & 4
      that are the members of the RA Group. A development agreement was
      executed between Omkar Builders – original defendant no.10, Kash
      Foods, original defendant no. 8 and defendant nos. 3 and 4, which was
D     subjected to challenge by the plaintiffs in the suit. According to the original
      plaintiffs, original defendant nos. 1 to 6 in violation of the Right of First
      refusal clause in favour of M.P. Recycling to buy shares of Kash Foods
      as contained in the Articles of Association of Kash Foods, surreptitiously
      and behind the back of the plaintiffs bought 75% outsiders’ shareholding
      in the names of defendant no.1’s family. According to the plaintiffs,
E     defendant nos. 1 to 6 entered into a purported Development Agreement
      dated 10.04.2013 with Omkar Builders, a third party developer, to develop
      the Worli property behind the back of M.P. Recycling and the plaintiffs.
      According to the plaintiffs, under the purported Development Agreement
      with Omkar Builders, defendant nos. 1 to 6 and Kash Foods received
F     Rs. 25 crores from Omkar Builders and an additional Rs. 20 crores as
      security. That as per the case of the plaintiffs, defendant nos. 1 to 6 and
      Kash Foods also received 79,000 sq. ft. carpet area, i.e., 15 flats and 72
      car parking spaces from Omkar Builders under the Development
      Agreement. According to the plaintiffs, 15 agreements for sale were
      registered and executed in favour of defendant nos. 1 to 6 and Kash
G     Foods.
            2.3 According to the plaintiffs, defendant nos. 1 to 6 did not give
      any rights/benefits in the said consideration/carpet area received from
      Omkar Builders either to the plaintiffs and/or to M.P. Recycling. The
      aforesaid led to the filing of the suit by the plaintiffs against original
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                  777
                   [M. R. SHAH, J.]

defendant nos. 1 to 6 seeking a 50-50 division of the benefits received       A
by Kash Foods under the Development Agreement with Omkar Builders.
That during the pendency of the suit, the suit came to be settled and the
aforesaid suit came to be disposed of in accordance of the consent terms.
As per the consent terms, out of 15 apartments that were to come up on
the Worli land, 8 apartments admeasuring 27000 sq. meters in all were
                                                                              B
to fall to the share of the plaintiffs– PAGroup and 7 apartments with a
total area of 52000 sq. meters were to go to defendant nos. 1 to 6– RA
Group. According to the plaintiffs, as per the consent terms, the letter of
allotment of their 8 apartments was liable to be executed by defendant
no. 10 – Omkar Builders and the same was liable to be counter-signed
by defendant nos. 1 to 6– RAGroup. According to the plaintiffs, defendant     C
no. 10 – Omkar Builders had in accordance with the consent terms
executed the letter of allotment in ‘Annexure E’ in respect of the 8
apartments, but defendant nos. 1 to 6 refused to abide by the consent
terms and counter-sign the letter of allotment as per ‘Annexure E’.
       2.4 Therefore, in view of the refusal on the part of defendant nos.    D
1 to 6 – RA Group to abide by the consent terms and counter-sign the
letter of allotment as per ‘Annexure E’, the plaintiffs initiated the
proceedings under Order 21 Rule 34 of the Code of Civil Procedure for
the execution of the consent decree viz. for execution of the document
at ‘Annexure E’ to decree dated 14.08.2015, by defendant nos. 1 to 6 –
RA Group and defendant no. 10 – Omkar Builders jointly and/or severally.      E
The execution application came to be rejected by the learned Single
Judge by the judgment and order dated 30.11.2017 by holding that neither
Omkar Builders nor defendant nos. 1 to 6 – RA Group could have been
directed at this stage to execute ‘Annexure E’ to the consent terms nor
could the RA Group be restrained from dealing with the properties that        F
form the subject matter of Kash Foods property. The learned Single
Judge also observed that unless and until the supplementary consent
terms are entered into between the parties, there is no obligation on the
part of defendant nos. 1 to 6 to execute the letter of allotment in the
form of ‘Annexure E’.
                                                                              G
      2.5 Feeling aggrieved by the dismissal of the Chamber Summons/
Execution Petition, the appellants herein preferred appeal before the
Division Bench. That by the impugned judgment and order, the Division
Bench of the High Court has dismissed the said appeal and has confirmed
the judgment and order passed by the learned Single Judge dated
                                                                              H
778             SUPREME COURT REPORTS                            [2020] 4 S.C.R.


A     30.11.2017 dismissing the chamber summons/execution petition. That
      while dismissing the chamber summons, the learned Single Judge as
      well as while dismissing the appeal, the Division Bench has observed
      that no direction against the RA Group to execute the letter of allotment
      in the form of ‘Annexure E’ can be issued on the basis of clause 28 of
      the consent terms relied upon by the plaintiffs as there is nothing in
B
      clause 28 of the consent terms that casts an obligation upon defendant
      nos. 1 to 6 – RA Group to execute the letter of allotment in the form of
      ‘Annexure E’.
             2.6 Feeling aggrieved and dissatisfied with the impugned judgment
      and order passed by the Division Bench of the High Court dismissing
C     the appeal, confirming the judgment and order passed by the learned
      Single Judge dismissing the chamber summons/execution petition and
      refusing to issue any direction against defendant nos. 1 to 6 – RA Group
      to execute the letter of allotment in the form of ‘Annexure E’ with respect
      to 8 apartments, the original plaintiffs have preferred the present appeals.
D            3. Dr. Abhishek Manu Singhvi and Shri Dhruv Mehta, learned
      Senior Advocates have appeared on behalf of the appellants herein –
      original plaintiffs and Shri Shyam Divan and Shri Haresh Jagtiani, learned
      Senior Advocates have appeared on behalf of the respondents herein –
      original defendants.
E            3.1 Dr.Singhvi, learned Senior Advocate appearing on behalf of
      the appellants – original plaintiffs has vehemently submitted that in the
      facts and circumstances of the case, both, the learned Single Judge as
      well as the Division Bench have materially erred in dismissing the notice
      of motion and not issuing the directions as prayed against original
F     defendant nos. 1 to 6 and defendant no. 10. It is vehemently submitted
      that by not issuing the directions as prayed in the notice of motion, both,
      the learned Single Judge as well as the Division Bench have virtually
      nullified the consent terms and the consent decree.
              3.2 It is further submitted by the learned Senior Advocate appearing
G     on behalf of the appellants – original plaintiffs that the absurd consequence
      of the impugned order is that though in terms of the consent terms/
      decree flats were allotted to both, the appellants and respondent nos. 1
      to 6, the appellants have got nothing under the consent decree till date.
      It is submitted that on the other hand respondent nos. 1 to 6 have got not
      only 7 flats of double the area of the PA Kash Foods Property, but also
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                      779
                   [M. R. SHAH, J.]

Rs. 45 crores and are enjoying the above since about 2015 by mortgaging           A
and dealing with their flats by raising large finances. It is submitted that
as held by this Court in the case of Manish Mohan Sharma and others
v. Ram Bahadur Thakur Ltd. and others (2006) 4 SCC 416
(paragraphs 31 & 32), the effort of the executing court must be to see
that the parties are given the fruits of the decree. It is submitted that it is
                                                                                  B
further observed in the said decision that the mandate is reinforced when
it is a consent decree and doubly reinforced when the consent decree is
a family settlement. It is submitted that it is further observed in the
aforesaid decision that family settlements are governed by a special
equity and are to be enforced if honestly made. Reliance is also placed
upon the decision of this Court in the case of Kale and others v. Deputy          C
Director of Consolidation and others (1976) 3 SCC 119.
       3.3 It is further submitted by the learned Senior Advocate appearing
on behalf of the appellants – original plaintiffs that the net result as of
today is that both the consent terms and the consent decree in effect
result in a zero-sum game with no transaction accruing to the benefit of          D
the appellants. It is submitted that if that was so, there was no purpose
to enter into the consent terms at all.
      3.4 It is further submitted by the learned Senior Advocate appearing
on behalf of the appellants – original plaintiffs that there is no basis, in
any event, for the Division Bench to ignore the clear recognition of the          E
appellants’ entitlement under the consent terms/consent decree.
       3.5 Now so far as the observations made by the learned Single
Judge on the necessity to have supplementary consent terms, before the
other terms of the consent decree are acted upon is concerned, it is
vehemently submitted that the same is erroneous. It is submitted that the         F
reliance placed upon clauses 13, 22, 23 and 27 of the consent terms by
the learned Single Judge is absolutely misplaced. It is submitted that
there is not a single clause in the entire consent terms and/or the consent
decree which either expressly or impliedly postpones or in any manner
makes the appellants’ entitlement to get ‘Annexure E’ letter contingent
upon respondent nos. 1 to 6’s specious plea of simultaneity with the              G
supplementary consent terms.
      3.6 It is further submitted by the learned Senior Advocate appearing
on behalf of the appellants – original plaintiffs that the learned Single
Judge ought not to have read an implied term into the consent decree
                                                                                  H
780             SUPREME COURT REPORTS                            [2020] 4 S.C.R.


A     and/or consent terms which was never intended by the parties and thereby
      making the issuance of ‘Annexure E’ letter to the appellants conditional
      and/or subject to the happening of an event, i.e., filing of the
      supplementary consent terms, when no such clause finds place either in
      the consent decree or consent terms. It is submitted that it is a settled
      law that an implied term can be read into a contract only when it is so
B
      obvious that the parties intended something but inadvertently the same
      was left out. In support, reliance is placed upon the decision of this
      Court in the case of Satya Jain and others v. Anis Ahmed Rushdie
      and others (2013) 8 SCC 131 (paragraphs 32 to 35).
             3.7 It is further submitted by the learned Senior Advocate appearing
C     on behalf of the appellants – original plaintiffs that as such there is no
      such contingency supplied anywhere in the consent terms and/or consent
      decree and in fact clause 28 of the consent terms read with paragraphs
      2, 3 and 6 of the consent decree is an antithesis of the finding that
      ‘Annexure E’ is contingent upon the supplementary consent terms. It is
D     submitted that ‘Annexure E’ shall not depend upon the supplementary
      consent terms to be executed/entered into as observed by the learned
      Single Judge. It is submitted that clause 28 of the consent terms read
      with paragraphs 2, 3 and 6 of the consent decree unambiguously and
      unequivocally makes it clear that respondent no. 10 and respondent nos.
      1 to 6 were to provide ‘Annexure E’ letter immediately and not at the
E     RA Group’s convenience and/or at a later date, as per the whims and
      fancies of respondent nos. 1 to 6 or contingent upon the supplementary
      consent terms.
            3.8 It is further submitted by the learned Senior Advocate appearing
      on behalf of the appellants – original plaintiffs that none of the clauses in
F     the consent terms and/or the consent decree provides the supplementary
      consent terms contingent upon ‘Annexure E’ letter and/or vice versa. It
      is submitted that as held by this Court in the case of Saradamani
      Kandappan v. S. Rajalakshmi and others (2011) 12 SCC 18, the
      order of performance should be expressly stated or provided, i.e., the
G     agreement should say that only after performance of obligations of the
      vendors, the purchaser will have to perform her obligations.
            3.9 It is further submitted by the learned Senior Advocate appearing
      on behalf of the appellants – original plaintiffs that even otherwise
      because of the total non-cooperation on the part of respondent nos. 1 to
H     6 and with a malafide intention respondent nos. 1 to 6 are not co-operating
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                    781
                   [M. R. SHAH, J.]

in execution of supplementary consent terms. It is submitted that out of        A
the four items listed for valuation at clause D9(d) of the consent terms,
item no. (a) is a company in which both brothers hold 25.5% of the
shareholding each and the balance 49% is held by a third party; item no.
(b) and (c) is a company and a property respectively which are held
50:50 by both brothers; item no. (d) is the PA Kash Foods Property
                                                                                B
which was to be valued for the purposes of adjustment. It is submitted
that the valuation was not done despite numerous reminders by the
appellants. It is submitted that several without prejudice emails were
addressed to respondent nos. 1 to 6 calling upon them to execute and
agree to the draft of the supplementary consent terms, which has not
been done till date.                                                            C
       3.10 It is further submitted by the learned Senior Advocate
appearing on behalf of the appellants – original plaintiffs that as such the
plaintiffs entered into the consent terms to buy peace and to resolve the
overall family dispute between the parties. It is submitted that as held by
this Court in the case of Hari Shankar Singhania and others v. Gaur             D
Hari Singhania and others (2006) 4 SCC 658 (para 42 and 43), a
family settlement is treated differently from any other formal commercial
settlement as such settlement in the eye of the law ensures peace and
goodwill among the family members. It is submitted that it is further
observed in the said decision that even technicalities of limitation, etc.
should not be put at risk of the implementation of a settlement drawn by        E
a family, which is essential for maintaining peace and harmony in a family.
      3.11 Making the above submissions and relying upon the aforesaid
decisions of this Court, it is prayed to allow the present appeals.
        4. Shri Shyam Divan, learned Senior Advocate appearing on behalf        F
of respondent nos. 1 to 6 and 8 & 9 has vehemently submitted that as
such the notice of motion/execution proceedings by the appellants herein
itself was premature and was for execution of only part of the consent
decree dated 14.08.2015 and therefore the same was not maintainable
at all being premature execution proceedings.
                                                                                G
       4.1 It is further submitted that the appellants are seeking to execute
a particular clause of consent terms dated 14.08.2015, which under the
said consent terms itself is required to be implemented after the parties
thereto arrived at a supplementary agreement which till date has not
been arrived at or entered into. It is submitted that therefore the learned
                                                                                H
782            SUPREME COURT REPORTS                           [2020] 4 S.C.R.


A     Single Judge rightly dismissed the said execution petition. It is submitted
      that by these proceedings the appellants are seeking to execute a part of
      the consent decree without entering into the supplementary agreement.
             4.2 It is further submitted that the orders interpreting the consent
      decree are per se reasonable and based on sound reasoning taking into
B     account all relevant facts and material and submissions advanced by
      both the sides and therefore does not warrant any interference by this
      Court.
             4.3 It is further submitted that as such the consent terms went
      well beyond the dispute raised in Civil Suit No. 191/2015 and seeks to
C     comprehensively resolve all disputes such as those pertaining to the
      factories owned by the parties, namely, AISCO, IMTC, Orbit Arya
      Commercial Premises and overall family settlement.
             4.4 It is further submitted that parties entered into the consent
      terms and the consideration for the RAGroup agreeing to allot 8 flats
D     (‘Annexure A’ properties) in favour of the PA Group was that the RA
      Group would be rid of the minority status of AISCO – one of the group
      companies of both the groups wherein RA Group was in a minority and
      whose rights were being oppressed in the said company and the disputes
      qua all the other group companies would also achieve quietus. It is
      submitted that in fact the 8 flats (‘Annexure A’ properties) were as such
E     belonged to RA Group. It is submitted that by the present execution
      proceedings the appellants want to execute that part of the consent
      decree which favours them – allotment of 8 flats (‘Annexure A’
      properties), but without in any manner complying with their obligations
      under the consent terms/consent decree, i.e., the execution of
F     supplementary consent terms, as defined in clause 13. It is submitted
      that the appellants cannot be permitted to get the consent decree executed
      in part and which is in their favour and without in any way complying
      with their obligations under the consent decree.
             4.5 It is further submitted that neither under the consent terms
G     nor under the consent decree, there is an obligation on the part of the
      RA Group to issue ‘Annexure E’ forthwith upon signing of the consent
      terms. It is submitted that if the submission on behalf of the appellants
      that ‘Annexure E’ is to be executed forthwith and that vesting/allotment
      of PA Kash Foods Property immediately upon signing of the consent
      terms is accepted, in that case, it would defeat the plain language of
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                  783
                   [M. R. SHAH, J.]

clauses 9, 13, 14, 17 and 18, all of which mandate that matters relating to   A
PA Kash Foods Property are to be contained in the supplemental consent
terms. It is submitted that the settlement between the parties in all
respects was to be crystallized in the supplemental consent terms. It is
submitted that therefore the present consent terms/consent decree can
be described only as a “framework” in clauses 2, 3 and 30.
                                                                              B
        4.6 Now so far as reliance placed upon clause 28 of the consent
terms by the appellants is concerned, it is vehemently submitted that
clause 28 provides for no direction to RA Group to sign ‘Annexure E’ on
execution of the consent terms. It is submitted that in the absence of a
direction in a clause dealing with a “direction/request” to Omkar Builders
regarding ‘Annexure E’ completely militates against PA Group’s                C
submission and their interpretation. It is submitted that if the intention
was for ‘Annexure E’ to be issued by the RA Group “forthwith”, clause
28 would have been the obvious and natural pace to provide for it. It is
submitted that even the Omkar Builders was not a party to the consent
terms/decree and therefore the contents of clause 28 would not bind it.       D
It is submitted that it is only with a view for securing compliance of
Omkar Builders that the High Court passed an order on the same day
enabling Omkar Builders to issue ‘Annexure E’.
       4.7 Now so far as the reliance placed upon clause 22 of the
consent terms by the appellants, it is vehemently submitted that as per       E
clause 22 RA Group will be free to deal with PA Kash Foods Property
as their exclusive and absolute owners thereof with effect from the
filing of the consent terms and the PA Group does not have any claim
direct, derivative or otherwise of whatsoever nature upon the same. It is
submitted that therefore there may not be any restrain against RA Group
from dealing with the properties that form the subject matter of Kash         F
Foods Property.
       4.8 It is further submitted that as both the learned Single Judge as
well as the Division Bench have succinctly interpreted the consent terms/
consent decree and upon understanding and comprehending the intention
of the parties have held that RA Group was not obligated to execute           G
‘Annexure E’ at this stage and that independently there was no fetter on
the RA Group from dealing with its properties.
      4.9 Making the above submissions, it is prayed to dismiss the
present appeals.
                                                                              H
784             SUPREME COURT REPORTS                            [2020] 4 S.C.R.


A            5. We have heard the learned Senior Advocates for the respective
      parties at length.
              5.1 At the outset, it is required to be noted that as such the present
      proceedings arise out of the execution proceedings initiated by the
      appellants herein, who were also parties to the consent terms/consent
B     decree. The consent decree came to be passed in Suit No. 194/2015
      filed by the PA Group. It is also required to be noted that the dispute in
      Civil Suit No. 194/2015 filed by the appellants/PAGroup was for seeking
      50:50 division of the benefits received by Kash Foods under the
      development agreement with Omkar Builders. However, from the
      consent terms dated 14.08.2015, it appears that both the parties – PA
C     Group and RA Group decided to resolve and settle the other disputes
      also, i.e., over and above the dispute in the suit. From the consent terms,
      it appears that both the parties unconditionally and unequivocally
      amicably resolved and settled the disputes in relation to the subject matter
      of Arya Iron and Steel Company Private Limited (“AISCO”);
D     International Minerals Trading Company Private Limited (“IMTC”); Kash
      Foods Private Limited’s premises in the Omkar 1973 Project at Worli
      (“Kash Foods”), which forms the subject matter of the present Suit;
      Orbit Arya Commercial Premises (“Orbit Arya Commercial Premises”);
      and Disputes in relation to the larger Arya Group of Companies and its
      constituents (collectively “the Dispute”). Further, in the consent terms in
E     para 2, it has been specifically mentioned that the said consent terms are
      an identified and mutually agreed framework for a complete parting of
      ways between the parties and is aimed at bringing about an eventual
      complete quietus to the disputes. Clause 3 of the consent terms further
      provides that the parties shall execute a definitive “Family Arrangement
F     and Settlement” and/or writings as may be required and/or as may be
      advised for a complete parting of ways, which shall work on the basis of
      the said mutually agreed framework (“Family Arrangement and
      Settlement”). Other terms and conditions provide for modalities to be
      worked out to enter into a further “Family Arrangement and Settlement”.
      Clause 13 also provides for execution of supplemental consent terms.
G     Clause 21 also further provides that until conclusion of the transfer, the
      parties shall not affect each other’s rights, in any way in AISCO and/or
      IMTC. As per clause 22 of the consent terms, RA Group and/or Kash
      Foods shall not in any manner directly and/or indirectly or derivatively
      be entitled to sell and/or transfer, and/or dispose of and/or encumber
H     and/or otherwise deal with the PA Kash Foods Property. It further
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                    785
                   [M. R. SHAH, J.]

provides that the modification, if any, of the Restraint, shall be identified   A
in the supplementary consent terms. Clause 23 of the consent terms
further provides that the RA Group and/or Kash Foods shall publish a
Public Notice within 3 days of filing of the supplemental consent terms,
withdrawing their claims in relation to PA Kash Foods Property (more
particularly described at ‘Annexure C’). Clause 25 also further provides
                                                                                B
that similarly the PA Group shall publish a Public Notice within 3 days of
filing of the supplemental consent terms, as more particularly described
at ‘Annexure D’. Clause 28 of the consent terms further provides that
Omkar Builders be directed/requested to issue a separate letter in relation
to the PA Group’s entitlement to the PA Kash Foods Property in Omkar
1973 Project (more particularly ‘Annexure A’) as per draft at ‘Annexure         C
E’. Under the said clause, Omkar Builders was also further directed to
strictly abide by the Restraint in relation to the PA Kash Foods property.
The relevant terms of the settlement are as under:
       “The parties have unconditionally and unequivocally amicably
       resolved and settled the disputes in relation to the subject matter      D
       of:
       a. Arya Iron and Steel Company Private Limited (“AISCO”);
       b. International Minerals Trading Company Private Limited
       (“IMTC”)
                                                                                E
       c. Kash Foods Private Limited’s premises in the Omkar 1973
       Project at Worli (“Kash Foods”), which forms the subject matter
       of the present Suit;
       d. Orbit Arya Commercial Premises (“Orbit Arya Commercial
       Premises”); and                                                          F
       e. Disputes in relation to the larger Arya Group of Companies and
       its constituents (collectively “the Dispute”)
       2. The present Consent Terms is an identified and mutually agreed
       framework for a complete parting of ways between the Parties
       and is aimed at bringing about an eventual complete quietus to the       G
       Disputes.
       3. The Parties shall on or before November 1, 2015 (or such date
       as may be mutually extended in writing by the Parties) execute a
       definitive Family Arrangement and Settlement and/or writings
       (including such documents, writings, undertakings and agreements)        H
786      SUPREME COURT REPORTS                             [2020] 4 S.C.R.


A     as may be required and/or as may be advised for a complete
      parting of ways, which shall work on the basis of the said mutually
      agreed framework (“Family Arrangement and Settlement”).
      13. As to the (i) PA Kash Foods Property and (ii) Orbit Arya
      Commercial Premises the Parties have agreed that they would
B     mutually decide the modalities of brief to the Valuers and the Third
      Valuer and mode of adjustment/payment on or before August 29,
      2015; and Supplemental Consent Terms recording the same
      (“Supplemental Consent Terms”) shall be filed in this Court on
      August 30, 2015.
C     14. On arriving at a final valuation for the Orbit Arya Commercial
      Premises the PA Group agrees to take over the RA Group’s 50%
      share in the Orbit Arya Commercial Shop as per the modality
      identified in the Supplementary Consent Terms.
      18. The Parties further agree that if there is any dispute or
D     difference of opinion with respect to modalities for valuation,
      method of adjustment/payment, Bidding Process and subsequent
      Transfer Process, modalities for consummation of transaction and/
      or guidelines for Valuers then the Parties have agreed that their
      respective nominated Attorneys will be authorized to respective
      Parties to resolve such dispute/difference of opinion. The Parties
E     undertake not to, at any stage, raise any objection relating to conflict
      of Interest against the said Attorneys for assisting in resolving
      such matters.
      21. Until conclusion of the transfer the Parties shall not affect
      each other’s rights in any way in AISCO and/or IMTC.
F
      22. RA Group and/or Kash Foods shall not in any manner, directly
      and/or indirectly or derivatively, be entitled to sell and/or transfer
      and/or dispose of and/or encumber and/or otherwise deal with
      the PA Kash Foods Property (more particularly defined in the
      schedule of Annexure A) (the “Restraint”). The modification, if
G     any, of the Restraint, shall be identified in the Supplementary
      Consent Terms. It is expressly agreed and understood between
      the Parties that the RA Group is free to deal with RA Kash Foods
      Property (as more particularly defined in Annexure B) as their
      exclusive and absolute owners thereof with effect from the filing
      of these consent terms and the PA Group does not have any claim
H
  PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                  787
            [M. R. SHAH, J.]

direct, derivative or otherwise of whatsoever nature upon the          A
same.
23. The RA Group and/or Kash Foods shall publish a Public Notice
within 3 days of filing of the Supplemental Consent Terms,
withdrawing their claims in relation to PA Kash Foods Property
(as more particularly described at Annexure C).                        B
24. The PA Group withdraws all allegations against the Defendants
in the captioned Suit and confirms that the PA Group does not
have any further interest in Kash Foods Pvt. Ltd or any of its
properties save and except properties described in PA Kash Foods
Portion, more particularly described at Annexure A herein.             C
25. The PA Group shall publish a Public Notice within 3 days of
filing of the Supplemental Consent Terms, as more particularly
described at Annexure D.
26. In so far as the eventual and complete parting of ways between
the Parties, the Parties agree that the larger group matters, which    D
shall be mutually identified in the Supplementary Consent Terms,
shall be finally determined, decided and settled by 4 Mediators –
2 appointed by PA Group and 2 appointed by RA Group. The
Mediators shall be appointed on or before August 29, 2015.
27. The Parties hereto agree that for the purpose of giving effect     E
to and/or implementing these Consent Terms, each party
unconditionally irrevocably undertakes that it shall, from time to
time and at all times at the request of the other party provide full
and complete co-operation and do all such further acts, matters,
debts and/or things that are in any manner required and/or             F
necessary, and/or may be necessary and/or as may be and/or are
reasonably required by the other Party including executing
Supplementary Consent Terms hereto.
28. Omkar Realtors and Developers Private Limited (“Omkar”
or “Defendant No. 10”) is hereby directed /requested to issue a
                                                                       G
separate letter in relation to the PA Group’s entitlement to the PA
Kash Foods Property in Omkar 1973 Project (more particularly
annexed at Annexure A hereto) as per draft at Annexure E hereto.
Omkar is hereby further directed to strictly abide by the Restrain
in relation to the PA Kash Foods Property.
                                                                       H
788             SUPREME COURT REPORTS                           [2020] 4 S.C.R.


A           30. The present Consent Terms provide a frame work for resolution
            of all matters. The Parties are at liberty to suitably amend and/or
            modify the frame work by mutual consent for the purpose of more
            effectively dealing with modalities as may be required from time
            to time.”
B            From the aforesaid terms of settlement, it can be seen that it was
      an overall settlement of all the disputes between the parties in relation to
      the subject matter of AISCO, IMTC, Kash Foods, Orbit Arya Commercial
      Premises and the disputes in relation to the larger Arya Group of
      Companies and its constituents. As observed hereinabove and so stated
      in clause 2 of the terms of settlement, the consent terms is an identified
C     and mutually agreed framework for a complete parting of ways between
      the Parties and is aimed at bringing about an eventual complete quietus
      to the Disputes Considering the aforesaid terms of the settlement which
      subsequently became part of the consent decree, further entering into
      the family arrangement/supplemental consent terms was required to be
D     entered into between the parties and the modalities to be worked out
      with respect to the valuation, bidding etc. are also mentioned in the
      consent terms. At the same time, under the consent terms/consent decree
      and as agreed between the parties, 8 flats as mentioned in the list at
      ‘Annexure A’ to the consent terms are agreed to be allotted under the
      re-developed building to the PA Group and the flats mentioned in the list
E     at ‘Annexure B’ to the consent terms are agreed to be allotted to RA
      Group. For the 8 flats allotted to PA Group, Omkar Builders – original
      defendant no.10 was required to issue a separate letter in relation to the
      PA Group’s entitlement to the PA Kash Foods Property in Omkar 1973
      project as per draft at ‘Annexure E’ to the consent terms. Allotment of
F     the 8 flats as per list at ‘Annexure A’ to the consent terms in favour of
      PA Group is not disputed and cannot be disputed. Even in paragraph 3
      of the consent decree, the submissions of the learned counsel appearing
      on behalf of the respective parties have been recorded and as per the
      submissions made by the learned counsel appearing on behalf of both
      the parties – PAGroup & RA Group, the division in ‘Annexure A and
G     Annexure B’ is final, viz-a-viz defendant no.10 – Omkar Builders. Para
      3 of the consent decree reads as under:
            “3. Mr. Samdani, learned Senior Advocate on behalf of Defendant
            No. 10, the developer, states that this division of flats in Annexures
            “A” and “B” is between the two Arya groups inter se. For their
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                     789
                   [M. R. SHAH, J.]

       part, Mr. Dwarkadas, learned Senior Advocate for the Plaintiffs,          A
       and Mr. Jagtiani, learned Senior Advocate for Ravi Arya Group,
       agree that the division in Annexures “A” and “B” is final vis-a’-
       vis Defendant No. 10. They also agree that allotments made and
       possession given in terms of Annexure “A” and Annexure “B”
       would constitute a full, sufficient and complete discharge of the
                                                                                 B
       10th Defendant’s obligations under the Development Agreement,
       as also the individual flat agreements already executed in favour
       of the parties. In view of these statements made by Mr. Dwarkadas
       and Mr. Jagtiani, which are on instructions, Mr. Samdani states,
       on instructions, that his clients, Defendant No. 10, will issue the
       letter a proforma of which is at Exhibit “E” to the consent terms.”       C
       It appears that as such original defendant no.10 – Omkar Builders
had already issued the letter in the proforma as per ‘Annexure E’ to the
consent terms in favour of PA Group with respect to 8 flats allotted to
PA Group. Therefore, it appears that so far as original defendant no. 10
is concerned, original defendant no.10 has already complied with its             D
obligation under the consent decree. However, RA Group is not counter-
signing the said ‘Annexure E’ and therefore there is not complete transfer
of 8 flats in favour of PA Group which as such are allotted to them.
Therefore, making a grievance by not counter-signing the letter of
allotment as per ‘Annexure E’, the original defendant nos. 1 to 6 – RA
Group have refused to abide by the consent terms/consent decree. It is           E
the case on behalf of original defendant nos. 1 to 6 – RA Group that
unless and until there is a total compliance of the consent terms/consent
decree including entering into or execution of the supplemental consent
terms/family arrangement as agreed between the parties as per the
consent terms/consent decree the defendant nos. 1 to 6 – RA Group are            F
justified in not counter-signing the letter of allotment as per ‘Annexure
E’. On the other hand, it is the case on behalf of the appellants – plaintiffs
that further execution of supplemental consent terms/family arrangement
has nothing to do with the allotment of 8 flats in favour of PA Group.
       6. Having heard the learned Senior Advocates for the respective           G
parties and considering the relevant terms of the settlement, reproduced
hereinabove, we are of the opinion that further execution of supplemental
consent terms/family arrangement is required to be executed between
the parties. For whatever reasons, the further supplemental consent terms
have not been entered into between the parties. Therefore, as such,
                                                                                 H
790             SUPREME COURT REPORTS                            [2020] 4 S.C.R.


A     considering the fact that the parties entered into the consent terms/
      settlement for a complete parting of ways between the parties and so
      aimed at bringing about an eventual complete quietus to the disputes
      between the parties and even parties entered into the consent terms/
      settlement to resolve and settle the disputes in relation to the subject
      matter of AISCO, IMTC, Kash Foods, Orbit Arya Commercial Premises
B
      and the disputes in relation to the larger Arya Group of Companies and
      its constituents, which were beyond the dispute in the civil suit, the entire
      consent terms/consent decree is required to be acted upon and/or
      implemented by both the parties. There cannot be any execution of partial
      consent terms/consent decree. If the submission on behalf of the plaintiffs
C     is accepted and the 8 flats as per list at ‘Annexure A’ are transferred
      absolutely and without any condition in favour of PA Group without there
      being any further supplemental consent terms/family arrangement, in
      that case, the entire object and purpose of entering into the consent
      terms/settlement to resolve all the disputes between the parties will be
      frustrated. Both the parties to the consent terms/consent decree are
D
      required to fully comply with the terms of settlement/the consent terms
      and the consent decree. One party cannot be permitted to say that that
      portion of the settlement which is in their favour be executed and/or
      complied with and not the other terms of the settlement/consent terms/
      consent decree. Under the circumstances, as such, both, the learned
E     Single Judge as well as the Division Bench are justified in holding that
      the execution of the further supplemental consent terms/family
      arrangement is must and there cannot be any partial execution of the
      consent terms/consent decree.
             7. Even in the case of Hari Shankar Singhania (supra), the
F     decision which has been relied upon by the learned senior counsel
      appearing on behalf of the appellants, this Court has observed that a
      family settlement is treated differently from any other formal commercial
      settlement as such settlement in the eye of the law ensures peace and
      goodwill among the family members. It is further observed that
      technicalities should not be put at risk of the implementation of a
G     settlement drawn by a family, which is essential for maintaining peace
      and harmony in a family. It is further observed that it is the duty of the
      court that such an arrangement and the terms thereof should be given
      effect to in letter and spirit.

H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                   791
                   [M. R. SHAH, J.]

       7.1 In the case of Manish Mohan Sharma (supra), this Court              A
has observed and held that effort of the executing court must be to see
that the parties are given the fruits of the decree. It is further observed
that mandate is reinforced when it is a consent decree and doubly
reinforced when the consent decree is a family settlement.
       8. Now so far as the relied placed upon the decision of this Court      B
in the case of Saradamani Kandappan (supra), relied upon by the
learned Senior Advocate appearing on behalf of the appellants – plaintiffs,
more particularly reliance placed upon paragraph 54 of the said judgment
in support of his submission that in the consent terms/consent decree, it
is expressly stated or provided the order of performance, namely, that
the further supplementary settlement is to be executed and only after          C
such execution the 8 flats as per list at ‘Annexure A’ to the consent
terms shall be allotted in favour of PA Group is concerned, on considering
conjoint reading of the terms of the settlement, the said decision shall not
be applicable to the facts of the case on hand.
       8.1 Even on conjoint reading of all the terms of the settlement,        D
more particularly the clauses referred to hereinabove, it can be said that
there is an implied term that both the parties have intended that on one
hand as agreed between the parties further supplemental consent terms/
family arrangement is to be entered into and on the other hand there
shall be transfer/allotment of 8 flats as per list at ‘Annexure A’ in favour   E
of PA Group. Any other interpretation would lead to unworking of the
consent terms/consent decree. As observed hereinabove, if the consent
decree is partially executed and the other parts of the consent terms are
not implemented and/or acted upon, the object and purpose to resolve all
the disputes amicably between the parties and to put an end to all the
disputes between the parties will be frustrated.                               F

        9. However, at the same time, one cannot lose sight of the fact
that the 8 flats as per list at ‘Annexure A’ are allotted in favour of PA
Group and rest of the 7 flats as per list at ‘Annexure B’ are allotted in
favour of RA Group. At present, the RA Group is in possession of all the
15 flats. The RA Group is also the beneficiary of Rs.45 crores. Therefore,     G
to strike the balance between the parties, the RA Group can be directed
to counter-sign ‘Annexure E’ letter issued by Omkar Builders with respect
to 8 flats as per list at ‘Annexure A’ which are allotted in favour of PA
Group. However, with a caveat that till the further supplemental consent
terms/family arrangement as agreed between the parties under the               H
792             SUPREME COURT REPORTS                            [2020] 4 S.C.R.


A     consent terms/consent decree is not executed, PA Groupmay not be
      permitted to sell, transfer and/or deal with the said flats till the consent
      terms/consent decree is fully acted upon and implemented between the
      parties. At the same time, both the parties are required to be directed to
      fully implement the consent terms/consent decree and to enter into further
      supplemental consent terms/family arrangement, the modalities of which
B
      are mentioned in the consent terms itself, at the earliest and within a
      reasonable time. Until then, both the parties to abide as per the Restraint
      order as per clause 22 of the consent terms, except the 7 flats as per list
      at ‘Annexure B’, which are allotted in favour of RA Group.
            10. In view of the above and for the reasons stated above, the
C     impugned judgment and order passed by the Division Bench of the High
      Court and that of the learned Single Judge are hereby modified as under:
             i) Both the parties – PA Group & RA Group are directed to fully
      comply with the consent terms/consent decree and enter into the further
      supplemental consent terms/family arrangement after following the
D     modalities to be worked out with respect to valuation, bidding etc. as
      mentioned in the consent terms itself, within a period of four months
      from today. Both the parties are directed to cooperate to fully comply
      with the consent terms/consent decree and fulfil their respective part of
      obligation under the consent terms/consent decree;
E             ii) that the RA Group shall counter-sign ‘Annexure E’ letter with
      respect to 8 flats as per list at ‘Annexure A’ to the consent terms for
      which the original defendant no.10 – Omkar Builders had already issued
      a letter, within a period of two weeks. However, it is directed that till the
      consent terms/consent decree is fully implemented by both the parties
F     and further supplemental consent terms/family arrangement, as ordered
      hereinabove, is entered into/executed, the PA Group shall not alienate
      and/or transfer in any manner whatsoever the said 8 flats. At the same
      time, it will be open for original defendant nos. 1 to 6 – RAGroup to deal
      with the 7 flats as per list at ‘Annexure B’ which are allotted to them.
      At the same time, both the parties to act as per the Restraint order as
G     per clause 22 of the consent terms. The original injunction granted by
      the learned Single Judge which has been continued till date is directed to
      be continued till the execution of the further supplemental consent terms/
      family arrangement except the 7 flats as per the list at ‘Annexure B’
      which are allotted in favour of RA Group.
H
         PAWAN KUMAR ARYA v. RAVI KUMAR ARYA                                793
                   [M. R. SHAH, J.]

      11. With the aforesaid observations and directions, both these        A
appeals stand disposed of. However, in the facts and circumstances of
the case, there shall be no order as to costs.


Ankit Gyan                                           Appeals disposed of.
                                                                            B




                                                                            C




                                                                            D




                                                                            E




                                                                            F




                                                                            G




                                                                            H