Sareen v Oberoi
[2024] NZHC 3766
•11 December 2024
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2024-404-2560
[2024] NZHC 3766
UNDER Section 143 of the Land Transfer Act 2017 and Part 19 of the High Court Rules BETWEEN
DHEERAJ SAREEN
Applicant
AND
JAGPREET SINGH OBEROI
First Respondent
JASRAJ INVESTMENTS LIMITED
Second Respondent
CIV-2024-404-2683 BETWEEN
JASRAJ INVESTMENTS LIMITED
ApplicantAND
165 RUSSELL ROAD LIMITED
Respondent
Hearing: 2 December 2024 Counsel:
R J Connell for Dheeraj Sareen
S Raju for Jagpreet Oberoi and Jasraj Investments Limited G Jindal for 165 Russell Road Limited
Judgment:
11 December 2024
JUDGMENT OF ASSOCIATE JUDGE BRITTAIN
This judgment was delivered by me on 11 December 2024 at 12 midday.
Pursuant to Rule 11.5 of the High Court Rules.
Solicitors/Counsel:
Connell & Connell, Auckland Aaron Kashyap, Auckland Ormiston Legal, Auckland
…………………..
Registrar/Deputy Registrar
SAREEN v OBEROI [2024] NZHC 3766 [11 December 2024]
Introduction
[1] Dheeraj Sareen (Mr Sareen) and Jagpreet Singh Oberoi (Mr Oberoi) agreed to participate in a joint venture for the development of 165 Russell Road, Manurewa (the property). They incorporated 165 Russell Road Ltd (RRL) as the joint venture vehicle.
[2] The property was acquired by Jasraj Investments Ltd (JIL) as trustee for RRL. JIL is controlled by Mr Oberoi. In October 2020, Mr Sareen lodged a caveat against the title to the property, based on RRL’s interest as a purchaser of the property from JIL under an agreement for sale and purchase (Mr Sareen’s caveat).
[3] The property has not been developed. Mr Sareen and Mr Oberoi fell into a bitter dispute which has resulted in an array of litigation.
[4] In May 2024, RRL lodged its own caveat against the title to the property, on the basis that JIL holds the property on trust for RRL (RRL’s caveat).
[5] On 28 August 2024, JIL put the property up for auction. The property was passed in, and JIL negotiated with the highest bidder and entered into an agreement for sale and purchase (the Versatile contract) to sell the property to Versatile Homes Ltd (Versatile). Settlement is due on 28 February 2025.
[6] JIL commenced the procedure under the Land Transfer Act 2017 (LTA) to lapse Mr Sareen’s caveat. In CIV-2024-404-2560 (2560), Mr Sareen has applied for an order sustaining his caveat. In CIV-2024-404-2683 (2683), JIL seeks an order removing RRL’s caveat. The two caveat proceedings were heard together on 2 December 2024.
[7]The proceedings raise four issues, in broad terms:
(a)Is it reasonably arguable that Mr Sareen has an equitable interest in the property that can sustain his caveat?
(b)Is it reasonably arguable that RRL has an equitable interest in the property that can sustain its caveat?
(c)If the answer to issue (a) or (b) is yes, what is the duration of the equitable interest?
(d)Should the Court exercise its residual discretion to remove the caveat(s) to enable JIL to settle the Versatile contract?
Background
[8] In 2020, Mr Sareen applied to this Court for leave to bring a derivative claim under s 165 of the Companies Act 1993 in the name of RRL, against Mr Oberoi for alleged breaches of his duties as a director of RRL. Leave was granted.1
[9] That proceeding was settled by a deed dated 9 January 2023, between Mr Sareen, Mr Oberoi, JIL and RRL (the deed). The parties have been in dispute regarding the implementation of the deed ever since.
[10] The deed confirms that JIL holds the property on trust for RRL, and provides a mechanism for Mr Sareen and Mr Oberoi to sever their relationship:
(a)It was open to JIL to resign as trustee. It exercised that right in April 2023.
(b)That triggered an obligation on the part of all parties to procure the transfer of the property to RRL. That has not occurred.
(c)If RRL did not take title to the property within 20 working days after JIL resigned as trustee, then JIL had the right to sell the property on the open market.
1 Sareen v Oberoi [2020] NZHC 2884.
[11] In 2023, Mr Sareen filed a proceeding in this Court seeking the liquidation of RRL. Mr Sareen sought an injunction restraining JIL from selling the property pending determination of the liquidation proceeding.
[12] On 4 August 2023, Becroft J issued a minute in the liquidation proceeding, stating:2
[14] More fundamentally, however, Mr Sareen needs to decide once and for all, under the Deed of Settlement:
(a)Whether he wishes the 165 Russell Road property to be transferred to 165 Russell Road Limited.
(b)Secondly, whether he wishes to obtain all the shares in that company and effectively buy Mr Oberoi out and whether he wishes the property to be sold to a joint venture development or other development with which he is involved. He must do that, in my view, by the 2 October 2023 at the latest.
[15] If I can say, frankly, and he is looking at me when I say this, there hasbeen too much vagueness and uncertainty. The 2 October 2023 must be the day where, as I put it in very blunt non-legal terms, that Mr Sareen “puts up or shuts up”. At that stage, he needs to be very clear what he wants in respect of the 165 Russell Road property.
[16] If by that date it is clear that Mr Sareen does not wish in any way to be involved in acquiring any interest in that property, directly or indirectly, then as he rightly said, Mr Oberoi will have to, with Mr Sareen, but through their lawyers, decide how 165 Russell Road is to be sold on the open market.
[13] Mr Sareen and Mr Oberoi were unable to agree on matters, and the application for an interim injunction was heard by Andrew J on 13 May 2024. The application was declined.3 Andrew J set out the background to the deed and the subsequent dispute, which I rely on and repeat, because it remains relevant to the issues now before the Court:
[11] The 2021 proceedings were settled and the details of that settlement were recorded in a Deed of Settlement dated 9 January 2023 (the Settlement Deed). The recital to the Settlement Deed records that in obtaining an order under s 165 of the Companies Act 1993 (derivative action), Mr Sareen was given authority to seek orders for specific performance requiring JIL to transfer to RRL the fee simple title of the property. It also records that substantive proceedings seeking the order for specific performance were subsequently filed in this Court.
2 Sareen v Oberoi HC Auckland CIV-2023-404-1248, 4 August 2023 (Minute of Becroft J).
3 Sareen v Oberoi [2024] NZHC 1255.
[12]The Settlement Deed includes the following provisions:
(a)Clause 9.1 – express trust; JIL shall hold its interest in the property on express trust for the benefit of RRL.
(b)Clause 9.1(a) – JIL shall hold its interest and all rights pertaining to the property, including all income and proceeds accrued or to accrue from the property on trust for the benefit of RRL.
(c)Clause 9.1(b) – indemnity; RRL shall indemnify JIL against all liabilities which JIL may incur by reason of the property being registered in its name.
(d)Clause 9.1(c) – resignation of trustee; JIL may resign as trustee by serving six weeks written notice any time after 31 March 2023, in which case the parties must take all steps to enable RRL to take clear title and ownership of the property no later than 20 working days after service of the notice of resignation.
(e)Clause 9.2(2) – sale of shares in RRL; any time after 31 March 2023, Mr Sareen and Mr Oberoi may give notice requiring the other to purchase their shares in RRL. If the parties cannot agree on a sale price, the clause provides a procedure to determine the same.
(f)If RRL fails to take title and discharge JIL’s interest in the property upon JIL resigning as trustee (pursuant to clause 9.1(c)) and/or either shareholder fails to acquire the other’s shares in RRL (pursuant to clause 9.2(2)) within the respective time frames under each clause, then clauses 9.2.1 and 9.2.2(c) apply, enabling JIL to sell the property in a prescribed manner.
[13] Clauses 9.3 and 9.4 of the Settlement Deed record Mr Sareen’s capital contribution for his 50 per cent shareholding in RRL.
[14] On 28 February 2023, Mr Oberoi paid Mr Sareen the sum of $5,500 as required by clause 9.3.5. There are no outstanding issues about capital contributions.
…
[15] On 3 April 2023, JIL gave notice to resign as trustee under cl 9.1(c) of the Settlement Deed. That required RRL to take legal title to the property and discharge JIL’s interest in the same by 16 May 2023.
[16] On 6 April 2023, Mr Sareen acknowledged, through his solicitor, JIL’s notice of resignation and outlined options for RRL to raise finance to settle on 16 May 2023. His solicitor added:
We raise one other possibility. Would Mr Oberoi be interested in simply selling his shares in 165 Russell Road Limited to Mr Sareen? Mr Sareen does not wish to sell his shares.
[17] Mr Oberoi confirmed, through his solicitor by email the same day, that he was prepared to sell his shares in RRL to Mr Sareen and gave notice under cl 9.2.2 of the Settlement Deed.
[18] Disagreements then unfolded with respect to how RRL would raise finance to take title from JIL, the purpose of a registered valuation for the property, and how to apportion incomings and outgoings under cl 9.1(a) and (b) of the Settlement Deed.
[19] Mr Sareen says that on 12 May 2023, “to resolve the impasse” he paid into his solicitor’s trust account the sum of $490,000 (to repay RRL’s mortgage to Westpac). The money remained in the trust account until it was returned to Mr Sareen on 14 June 2023.
[20] After correspondence between the parties on the issue of the sale price for Mr Oberoi’s shares, on 19 May 2023, Mr Sareen’s solicitors advised:
Our client has instructed us to make it absolutely clear as follows:
1: Our client [Mr Sareen] is not interested in dealing with the issue of the shares or the valuation.
…
[21] On 7 June 2023, Mr Oberoi obtained his own registered valuation of the property. He says he did so to determine the value of his shares in RRL, using the formula at cl 9.2.2 of the Settlement Deed. The valuation report disclosed a current market value of $950,000 including GST (if any). Accordingly, and based on that valuation and formula, Mr Oberoi offered to sell his shares to Mr Sareen for $233,500.
[22] Mr Oberoi then took the position (in reliance on clause 9.2.2 of the Settlement Deed), that unless Mr Sareen confirmed his willingness to buy the shares by 21 June 2023, then JIL could proceed to list the property for sale on the open market.
[23] By letter dated 13 June 2023, solicitors for Mr Sareen advised that Mr Sareen was no longer willing to fund the repayment of the Westpac loan. Mr Sareen accordingly withdrew that offer. In that same letter, Mr Sareen’s solicitors sought confirmation that the property would be sold in accordance with the Settlement Deed and that unless confirmation of a sale occurred as contemplated by the Deed, then he would continue with the proceedings to wind up RRL on “the just and equitable basis”. The letter proposed that the property be put up for sale with a reserve price of $826,087 plus GST if any. It also noted that JIL would need to account for all income and proceeds accrued to or from the property (pursuant to clause 9.1(a) of the Settlement Deed) and provide all statements of income, expenses and other financial records for the purpose of a final set of accounts.
[24] The solicitors for Mr Oberoi and JIL responded the next day stating that they had “no issue” with selling the property on the open market. They insisted that the provisions in clause 9.2.1 of the Settlement Deed must be followed. The letter also noted that JIL would need to obtain tax advice on any GST implications arising from the sale of the property and that it intended to confirm its position “shortly”.
[14] Andrew J accepted that there was an unresolved dispute regarding the financial state of RRL,4 although the real dispute between the parties was the implementation of the deed.5 The Judge proposed to the parties that the way forward would be for their respective accountants to meet to try and resolve the outstanding issues.
Mr Oberoi agreed to that approach. Mr Sareen did not.6
[15]Andrew J found against Mr Sareen on the balance of convenience:
[43] I find that the balance of convenience considerations do not favour Mr Sareen. In substance, his interests are financial ones; damages would be an adequate remedy. He has agreed to a process for the sale of the property, as contemplated by the Settlement Deed. That presents him with the opportunity to purchase the property. It appears that he has no genuine interest in placing RRL into liquidation where the property would be under the control of a liquidator.
[44]JIL and Mr Oberoi on the other hand have indebtedness of around
$470,000 secured by Westpac’s mortgage over the property. Mr Sareen on the other hand has no indebtedness at all, at least as regards the property. I accept the evidence of the defendants that there is a clear need for resolution, and the parties having agreed to a sale of the property, that process should proceed unimpeded.
[16]Further, the overall interests of justice supported refusal of the injunction:
[45] I find that it is very much in the overall interests of justice that the interim injunction should be refused. For no good reason, Mr Sareen has rejected the proposal, and an imminently sensible one, of the respective accountants getting together to resolve what appear to be now relatively insignificant issues. The parties have agreed to a sale of the property, as contemplated by the Settlement Deed and, as Mr Raju submits, the dates for RRL now taking title have passed. So too has the date for any sale of shares (see clause 9.2.2 of the Settlement Deed).
[17] Since that judgment, the impasse between Mr Sareen and Mr Oberoi has remained, resulting in JIL marketing the property for sale by auction, conducted by Barfoot & Thompson.
4 At [34].
5 At [38].
6 At [36].
Is it reasonably arguable that Mr Sareen has an equitable interest in the property that can sustain his caveat?
Legal principles
[18] The legal principles applicable to applications to sustain caveats were confirmed by the Court of Appeal in Philpott v Noble Investments Ltd:7
[26] The applicable legal principles which governed the application to sustain the caveats, and which now govern this appeal, are as follows:
(a)The onus is on the applicants to demonstrate that they hold an interest in the land that is sufficient to support the caveat, but they need not establish that definitively;
(b)It is enough if the applicants put forward a reasonably arguable case to support the interest they claim;
(c)The summary procedures involved in applications of this nature are not suited to the determination of disputed questions of fact. An order for the removal of a caveat will only be made if it is patently clear that the caveat cannot be maintained — either because there is no valid ground for lodging it in the first place, or because such a ground no longer exists; and
(d)When an applicant has discharged the burden upon it, the Court retains discretion to remove the caveat which it exercises on a cautious basis. Before it does so the Court must be satisfied that the caveator’s legitimate interest would not be prejudiced by removal.
The interest claimed
[19]Mr Sareen’s caveat claims the following interest:
The caveator is a 50% shareholder and one of two directors of a company 165 Russell Road Limited which has entered into an Agreement for Sale and Purchase dated 9/09/2020 to purchase from registered proprietor Jasraj Investments Limited the land hereby caveated. The caveator wishes to protect the interest of the purchaser 165 Russell Road Limited which is not being protected by a caveat because the other director and shareholder of the purchaser is also a director of and a shareholder of the registered proprietor.
7 Philpott v Noble Investments Ltd [2015] NZCA 342 (footnotes omitted).
[20]Mr Sareen also relies on cl 9.1(j) of the deed, which provides:
(j)Jasraj acknowledges and accepts that, for the period that Jasraj holds its interest in the Property pursuant to this clause 9.1, caveat 11883877.1 shall remain registered against Certificate of Title NA997/267.
[21] Mr Sareen says that JIL entered into the deed in bad faith and Mr Oberoi deliberately thwarted RRL’s exercise of its right to take title from JIL, so that JIL could sell the property.
[22] Mr Sareen says that he remains in dispute with Mr Oberoi regarding implementation of the deed, including the financial adjustments between the parties required by the deed.
[23] Mr Sareen criticises the auction process, including the fixing of the reserve price, arguing that JIL’s sale was not in accordance with the deed. Mr Sareen questions whether Versatile is an arms-length purchaser, alleging that Mr Oberoi and JIL have breached various duties, including JIL’s fiduciary duties. Mr Sareen and RRL argue that the trust will continue so long as JIL remains the registered owner.
Discussion
[24] The first problem with Mr Sareen’s caveat is that the asserted interest no longer exists. Any agreement for sale and purchase which conferred a right on RRL as purchaser from JIL was discharged when the parties entered into the deed. Secondly, as a shareholder and director of RRL, Mr Sareen had no personal interest in any agreement for sale and purchase between JIL and RRL, and no personal right to sustain a caveat.
[25] That raises the question of whether cl 9.1(j) of the deed was sufficient to confer on Mr Sareen an equitable interest in the property.
[26] A contractual clause granting the right to caveat in a contract which does not otherwise confer a caveatable interest of any sort cannot sustain a caveat.8 The deed
8 DW McMorland and others Hinde McMorland and Sim Land Law in New Zealand (online ed, LexisNexis) at [10.009].
does not include a provision that confers on Mr Sareen an equitable interest in the property. Clause 9.1(j) is alone insufficient to confer an equitable interest.
Is it reasonably arguable that RRL has an equitable interest in the property that can sustain its caveat?
The interest claimed
[27]RRL caveat claims the following interest:
The registered proprietor Jasraj Investments Limited holds Record of Title NA997/267 as trustee for the caveator 165 Russell Road Ltd pursuant to a deed of settlement made the 9 th day of January 2023 between (inter-alia) the registered proprietor and the Caveator
[28]RRL relies on cl 9.1(a) of the deed, which provides:
(a) Declaration of Trust: Jasraj acknowledges, accepts and declares that, effective from the date of this agreement, its interest in the Property and all rights pertaining to the Property including all income and proceeds accrued or to accrue from the Property are held upon trust for the benefit of 165 Russell Road Limited.
[29] There is no doubt that RRL presently has an equitable interest in the property. The issue is the duration of that interest.
What is the duration of the equitable interest?
[30] It is important to distinguish between issues regarding the internal management of RRL, and breaches of duty by JIL as trustee. The former must be resolved in the liquidation proceeding.
[31] I do not accept that RRL has a reasonably arguable case that JIL has breached the terms of the deed that relate to JIL’s sale of the property, so that the sale to Versatile is ultra vires the powers in the deed and therefore incapable of extinguishing RRL’s equitable interest.
[32] In June 2023, Mr Sareen and Mr Oberoi agreed that the property would be sold in accordance with the deed. As part of that agreement, Mr Sareen proposed a reserve price of $826,087. In response, Mr Oberoi agreed to a sale and referred to the terms
of the deed. Mr Oberoi’s subsequent action of putting the property to auction affirmed his agreement to the sale process, and arguably to the reserve price proposed by Mr Sareen. There is no evidence of the reserve price that was set.
[33] Even if JIL breached duties in implementing the agreed sale process, that does not vitiate the process per se. It might give rise to a claim for damages by RRL.
[34] Mr Sareen was present at the auction on 28 August 2024. The auction was conducted by a reputable real estate agent. Mr Sareen could have bid if he wished.
[35] Mr Oberoi has deposed that he has no relationship with Versatile or its director. JIL, Mr Oberoi and his wife have each provided an undertaking to the Court that after settlement of the Versatile contract, neither they, nor any person or entity associated with them, will have any direct or indirect interest in the property or its development.
[36] The fact that the same solicitor is acting for JIL and Versatile in respect of the transaction is insufficient to establish a reasonably arguable case that the transaction breaches JIL’s duties under the deed and as a fiduciary.
[37] Therefore, RRL’s equitable interest in the property only exists until JIL transfers the property to Versatile in exercise of the agreed power of sale. RRL’s caveat should lapse to allow that sale to happen. The same analysis would apply if Mr Sareen had an equitable interest in the property.
Should the Court exercise its residual discretion to remove the caveats to enable JIL to settle the Versatile contract?
[38] If I am wrong in my conclusions above, then I consider that this is an appropriate case to allow Mr Sareen’s caveat to lapse, and to remove RRL’s caveat, in exercise of the Court’s residual discretion.
Legal principles
[39] The Court has a residual discretion to remove a caveat or to allow a caveat to lapse if the Court is completely satisfied that the legitimate interests of the caveator will not be prejudiced.9
[40] The onus is on the party challenging the caveat. The discretion is to be exercised on a cautious basis.10
Discussion
[41] The solicitors acting for JIL, Aaron Kashyap, have undertaken to retain all net sale proceeds from the sale of the property to Versatile in the firm’s trust account, until authorised to release the funds by the parties or court order.
[42] The sale price to be paid by Versatile is $817,400 plus GST (if any). There is a first mortgage to Westpac registered against the property, securing approximately
$483,000. After deduction of the real estate agent’s commission and repayment of the Westpac advance, there will be net sale proceeds of approximately $300,000.
[43] Mr Sareen suggests that the property has been sold by JIL to Versatile at an undervalue, referring to a valuation from Bayleys Realty Group in September 2023, of $1 million exclusive of GST. Andrew J’s judgment declining the injunction records that Mr Oberoi had obtained a valuation of the property at $950,000 including GST,11 which equates to approximately $826,000 exclusive of GST.
[44] If Mr Sareen can establish that JIL and/or Mr Oberoi have breached duties when selling the property to Versatile, causing a loss to RRL and/or Mr Sareen, then that may be a matter that is able to be called into account when the net sale proceeds are distributed to Mr Sareen and Mr Oberoi.
[45] The measure of loss would be based on the value of the property. The high point of the valuations is $1 million exclusive of GST, which compares to the sale
9 Pacific Homes Ltd (in receivership) v Consolidated Joineries Ltd [1996] 2 NZLR 652 (CA) at 656.
10 Stewart v Kaipara Consultants Ltd [2000] 3 NZLR 55 (CA) at 60.
11 Sareen v Oberoi, above n 3, at [5].
price of $817,400 exclusive of GST. If there was a breach of duty and a sale at an undervalue, Mr Sareen’s claim is for no more than half of the shortfall. At most,
$91,300. I do not accept that there is any basis for a claim of unrealised development profit.
[46] I am satisfied that the net proceeds of sale will be sufficient so that any adjustments required between Mr Sareen and Mr Oberoi’s interests can be made and reflected in the final distribution of the net sale proceeds by JIL and/or RRL.
[47] Mr Oberoi has agreed to provide an additional fund of $50,000 to be held in trust as security for any claim that Mr Sareen has to a share of the net rent received by JIL while registered owner and trustee of the property. The amount of $50,000 is based on the weekly rent and outgoings on the mortgage, and for a period of approximately four years.
[48] The contract between JIL and Versatile is on conventional terms following an auction. The interest rate for late settlement is 15 per cent per annum. If JIL defaults on settlement, then Versatile has the standard remedies in cl 5.13 of the ADLS/REINZ auction terms, including a right to penalty interest subject to the adjustments permitted by the contract.12 If the caveats remain, then JIL will be exposed to a claim for specific performance by Versatile, and a significant claim for penalty interest.
[49] It is in the interests of both Mr Sareen and Mr Oberoi that their dispute is brought to an end. JIL’s sale of the property to Versatile is an important step in that process, as contemplated by the deed and agreed by the parties in June 2023. If Mr Sareen and Mr Oberoi remain deadlocked, then they can exercise their respective rights to the funds that will be held in trust by Aaron Kashyap.
[50] It is appropriate that a caveat remain on the title to the property pending registration of a transfer from JIL to Versatile, in case the Versatile contract is not settled. The appropriate caveator is RRL. Mr Sareen’s caveat can lapse immediately.
12 Auckland District Law Society and Real Estate Institute of New Zealand Particulars and Conditions of Sale of Real Estate by Auction (3 July 2023) at cl 5.13.
[51] Mr Sareen and RRL have been unsuccessful with their applications and should pay costs. Costs should be paid by Mr Sareen to Mr Oberoi, to avoid any issues regarding the ultimate incidence and benefactor of the costs award.
Orders
[52] Caveat 11883877.1 registered against Record of Title Identifier NA997/267 shall lapse.
[53] Caveat 13010776.1 registered against Record of Title Identifier NA997/267 (the land) shall be removed on satisfaction of the following conditions and subject to the following terms:
(a)Jagpreet Singh Oberoi shall deposit $50,000 into the trust account of Aaron Kashyap, to be held on trust in the names of Jagpreet Singh Oberoi and Dheeraj Sareen as security for any claim that Dheeraj Sareen has to a share of the net rent received by Jasraj Investments Ltd while registered owner and trustee of the property (the fund). The fund shall only be released with the written agreement of Jagpreet Singh Oberoi and Dheeraj Sareen or by order of the Court;
(b)A principal of Aaron Kashyap shall, on receipt of the fund, undertake to the Court to abide by order (a);
(c)A principal of Aaron Kashyap shall undertake to the Court to hold the net proceeds of Jasraj Investments Limited’s sale of the property at 165 Russell Road, Manurewa to Versatile Homes Ltd, after repayment of any mortgage registered in priority to Caveat 13010776.1 and the direct costs of the sale, on trust for Jagpreet Singh Oberoi and Dheeraj Sareen, only to be released with the written agreement of Jagpreet Singh Oberoi and Dheeraj Sareen or by order of the Court; and
(d)Jasraj Investments Ltd shall provide an irrevocable authority to Aaron Kashyap to act for it on settlement of the agreement for sale and
purchase of 165 Russell Road, Manurewa with Versatile Homes Ltd, and to comply with conditions (a) and (c).
[54] These orders shall lie in Court until the conditions at [53] are satisfied and the Court issues a minute confirming that the sealed orders can be released.
[55] The sealed order for removal of Caveat 13010776.1 shall only be lodged for registration and take effect immediately before the registration of a transfer of the land from Jasraj Investments Ltd as registered owner to Versatile Homes Ltd or its nominee, pursuant to the agreement for sale and purchase dated 28 August 2024.
[56] In the event that settlement of the agreement for sale and purchase of the land dated 28 August 2024 not occur, Caveat 13010776.1 shall remain in place.
[57]Leave is reserved to the parties to seek further directions or orders.
[58]If the parties are unable to agree on the quantum of costs then:
(a)Mr Oberoi and JIL may file submissions on costs of no more than 3 pages by 20 December 2024;
(b)Mr Sareen and RRL may file submissions on costs of no more than 3 pages by 31 January 2025; and
(c)I will fix costs on the papers.
Associate Judge Brittain
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