No Consent Decree can be executed partial – without having further supplemental consent . 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 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 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 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.

REPORTABLE
IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NOS. 945-946 OF 2020
(Arising from SLP(C) Nos. 9971-72/2018)
Pawan Kumar Arya and others …Appellants
Versus
Ravi Kumar Arya and others …Respondents
J U D G M E N T
M.R. SHAH, J.
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 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.

  1. The dispute is between the appellants herein – original plaintiffs
    (hereinafter referred to as ‘PA Group’) and respondent nos. 1 to 6 herein –
    original defendant nos. 1 to 6 (hereinafter referred to as ‘RA Group’) and also
    between original defendant no. 10 – Omkar Realtors and Developers Private
    1
    Limited (hereinafter referred to as ‘Omkar Builders’). The dispute was with
    respect to the asset of Kash Foods Private Limited 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 – 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 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 RA Group in 2011 in their
    individual capacities.
    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 subjected to challenge by the plaintiffs
    2
    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, 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 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 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 defendant nos. 1 to 6
    seeking a 50-50 division of the benefits received by Kash Foods under the
    Development Agreement with Omkar Builders. That during the pendency of
    3
    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 to fall to the share of the plaintiffs – PA Group 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 – RA Group. According to the plaintiffs, defendant 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. 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. 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
    4
    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 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’.
    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 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 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 the appeal,
    confirming the judgment and order passed by the learned Single Judge
    dismissing the chamber summons/execution petition and refusing to issue any
    5
    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.
  2. 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.
    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 defendant nos. 1 to 6 and defendant no.
  3. 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 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 Rs. 45 crores and are enjoying the above since
    6
    about 2015 by mortgaging 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 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 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 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 appellants’
    entitlement under the consent terms/consent decree.
    7
    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 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
    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 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 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).
    8
    3.7 It is further submitted by the learned Senior Advocate appearing 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 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 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 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 agreement should say that only after performance of
    obligations of the vendors, the purchaser will have to perform her obligations.
    9
    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 6 and with a malafide
    intention respondent nos. 1 to 6 are not co-operating in execution of
    supplementary consent terms. It is submitted that out of 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 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.
    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 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
    10
    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 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 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.
    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 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 account all relevant
    11
    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 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 RA Group agreeing to allot 8 flats (‘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 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 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.
    12
    4.5 It is further submitted that neither under the consent terms 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 clauses 9, 13, 14, 17 and 18, all of which mandate that matters
    relating to 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.
    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 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.
    13
    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 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 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 ‘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.
  5. We have heard the learned Senior Advocates for the respective parties at
    length.
    14
    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 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/PA Group 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
    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”); 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
    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
    15
    shall execute a definitive “Family Arrangement 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. 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 and/or otherwise deal with the PA
    Kash Foods Property. It further provides that the modification, if any, of the
    Restraint, shall be identified 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 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
    16
    particularly ‘Annexure A’) as per draft at ‘Annexure 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
    of:
    a. Arya Iron and Steel Company Private Limited (“AISCO”);
    b. International Minerals Trading Company Private Limited
    (“IMTC”)
    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
    e. Disputes in relation to the larger Arya Group of Companies
    and its constituents (collectively “the Dispute”)
  6. 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 Disputes.
  7. 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) 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”).
  8. As to the (i) PA Kash Foods Property and (ii) Orbit
    Arya Commercial Premises the Parties have agreed that they
    would 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
    17
    recording the same (“Supplemental Consent Terms”) shall be
    filed in this Court on August 30, 2015.
  9. 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.
  10. The Parties further agree that if there is any dispute or
    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 undertake not to, at
    any stage, raise any objection relating to conflict of Interest
    against the said Attorneys for assisting in resolving such
    matters.
  11. Until conclusion of the transfer the Parties shall not
    affect each other’s rights in any way in AISCO and/or IMTC.
  12. 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 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 direct, derivative or
    otherwise of whatsoever nature upon the same.
  13. 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).
    18
  14. 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.
  15. 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.
  16. In so far as the eventual and complete parting of ways
    between the Parties, the Parties agree that the larger group
    matters, which 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.
  17. The Parties hereto agree that for the purpose of giving
    effect 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 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.
  18. Omkar Realtors and Developers Private Limited
    (“Omkar” or “Defendant No. 10”) is hereby 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 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.
  19. 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.”
    19
    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 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 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 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 the 8 flats as per list at ‘Annexure A’ to the consent terms in
    20
    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 – PA Group
    & RA Group, the division in ‘Annexure A and 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 part, Mr. Dwarkadas, learned Senior Advocate for
    the Plaintiffs, 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 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.”
    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 obligation under the
    consent decree. However, RA Group is not counter-signing the said ‘Annexure
    21
    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 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 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.
  20. Having heard the learned Senior Advocates for the respective 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, 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
    22
    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 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
    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
    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 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.
  21. Even in the case of Hari Shankar Singhania (supra), the decision which
    has been relied upon by the learned senior counsel appearing on behalf of the
    23
    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
    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.
    7.1 In the case of Manish Mohan Sharma (supra), this Court 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.
  22. Now so far as the relied placed upon the decision of this Court 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 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
    24
    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, 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 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.
  23. 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, 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
    25
    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 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 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.
  24. In view of the above and for the reasons stated above, the 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 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;
    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
    26
    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 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 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 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.
  25. With the aforesaid observations and directions, both these appeals stand
    disposed of. However, in the facts and circumstances of the case, there shall be
    no order as to costs.
    ……………………………….J.
    [ASHOK BHUSHAN]
    NEW DELHI; ……………………………….J.
    MARCH 2, 2020. [M.R. SHAH]
    27