Legal Updates (September 07 – September 12, 2026)
CASE UPDATES
Once the Governing Body of a recognised Stock Exchange annuls a trade on the ground that it was a fictitious transaction, the trade is treated as having come to an end and ceased to exist, and the question of physical delivery of the shares pursuant to such annulled trade does not arise at all
The Bombay High Court in the case of Bipin Kantilal Kapadia vs Stock Exchange Bombay [First Appeal No. 2274 of 2025] dated September 11, 2026, has held that once the Governing Body of a recognised Stock Exchange annuls a trade on the ground that it was a fictitious transaction, the trade is treated as having come to an end and ceased to exist, and the question of physical delivery of the shares pursuant to such annulled trade does not arise at all. Further, the indemnity under Bye-Law No. 315J of the Bye-Laws of the Stock Exchange applies only to suits or proceedings in respect of matters purporting to be done under the Bye-Laws and Regulations and specifically arises in the context of references made under the chapter of ‘References and Appeals to Dispute Resolutions’, and cannot be read to mean that the indemnity applies in every situation to the Exchange.
The High Court went on to clarify that Bye-Law No. 92, which deals with the non-liability of the Clearing House in respect of the title, ownership, genuineness, regularity or validity of any security, transfer deed or any other document passing through the Clearing House, cannot be applied to absolve the Exchange from refunding the amount paid by a member towards an annulled trade. Thus, the ultimate liability to refund the amount deposited by a member towards an annulled trade lies squarely on the Stock Exchange, regardless of whether the said amount was distributed to the respective receiving members, since the member only seeks refund of the amount deposited with the Exchange and not damages or loss suffered on account of trading.
The Court further observed that once the annulment of the trade concerning the disputed shares had taken place, the obligation, if any, of the member broker towards the Appellant would not survive, and consequently there could be no action which the Appellant could possibly bring against a member broker. The Court noted that there was no privity of contract between the Appellant and member broker considering that the very process of trading as explained in the Written Statement showed that while effecting purchase/sale orders on the trading system, there is no one-to-one contract contemplated between a prospective buyer and prospective seller of shares.
The Court further observed that the bar to initiate proceedings against the Respondent-Exchange under Bye-Law No. 315J of the Bye-Laws would not be attracted to the facts of the present case, inasmuch as the said Bye-Law categorically provides that no party shall bring or prosecute any suit or proceeding against the Exchange in respect of any matter or thing purporting to be done under the Bye-Laws or Regulations, and it comes specifically under the chapter of ‘References and Appeals to Dispute Resolutions’ and applies only when a reference is made under the relevant Bye-Laws. Since there was no reference of any dispute as envisaged under Bye-Laws 315B to 315L, the submission of the Respondent-Exchange that it be protected on account of the aforesaid indemnity was rejected.
Gross turnover and foreign remittances do not, without more, constitute ‘proceeds of crime’ and freezing disproportionate to the alleged predicate offence cannot be sustained
The Bombay High Court in the case of Coda Payments India vs Dy. Director, Directorate of Enforcement [Criminal Appeal (ST) No. 13953 of 2025] dated September 02, 2026, has held that the Adjudicating Authority’s failure to record an independent, reasoned finding under Section 8(2) of the Prevention of Money Laundering Act (PMLA) that the attached properties constituted ‘proceeds of crime’ was a fatal statutory defect that could not be cured by the Appellate Tribunal. The Court explained that PMLA confers extensive powers upon the Enforcement Directorate, but those powers are circumscribed by statutory safeguards. Section 8(2) of the PMLA mandates the Adjudicating Authority to record an independent, reasoned finding that the attached property constitutes ‘proceeds of crime’ after considering the reply, hearing the aggrieved person, and evaluating all relevant material.
The Court noted a clear distinction between: (a) recording that the material is sufficient for continuation of retention/freezing for purposes of adjudication; and (b) recording the statutory finding that the property is involved in money laundering. The Court said that a bank account belonging to a person under investigation is not, by that fact alone, ‘proceeds of crime’, and the turnover of a company is not, merely because it is large, amounts to proceeds of crime.
The Court further observed that the Appellate Tribunal itself noticed the statutory requirement under Section 8(2) of the PMLA but erred in stating that it could ‘cure the defect’ by itself recording the finding. The High Court observed that if an Adjudicating Authority omits the mandatory finding under Section 8(2), the Appellate Tribunal cannot thereafter supply that finding based on the same material, as that would render the statutory safeguard optional. However, despite this observation, the Tribunal did not set aside the order or require the statutory authority to undertake the mandated exercise.
The Court emphasized that an Appellate Authority may affirm, reverse or modify a finding recorded by the authority below, but cannot ordinarily supply a mandatory statutory finding which the Original Authority was required to record after undertaking the statutory adjudicatory exercise. The principle that an order passed by a statutory authority must stand or fall on the reasons contained therein, as laid down by the Constitution Bench in Mohinder Singh Gill vs. Chief Election Commissioner, New Delhi & Ors. [(1978) 1 SCC 405], was held to be of direct relevance.
The Court also observed that the PMLA is concerned with ‘proceeds of crime’ as defined under Section 2(1)(u), and that the Supreme Court in Vijay Madanlal Choudhary & Ors. v. Union of India [(2023) 12 SCC 1], held that the expression ‘proceeds of crime’ must be construed strictly and that every property recovered or attached in connection with a ‘scheduled offence’ cannot, merely by reason of such attachment or connection, be regarded as ‘proceeds of crime’. The existence of a ‘scheduled offence’, by itself, does not render every asset or property of the person or entity concerned as ‘proceeds of crime’.
The Court found that gross business turnover cannot by itself establish that the entirety of the turnover represents ‘proceeds of crime’, and the fact that money has moved from India to an overseas group entity may be relevant to an investigation but does not, without more, establish that every amount in the company’s bank accounts constitute ‘proceeds of crime’.
MSME which fails to invoke the RBI’s 2016 Revival and Rehabilitation Framework at the SMA/NPA classification stage and instead chooses to challenge bank action under Section 17 of the SARFAESI Act, cannot turn around and seek Framework relief through a writ petition after Section 13(4) proceedings have commenced
The Calcutta High Court in the case of Debpara Tea Company vs State Bank of India [W.P.O. No. 198 of 2026] dated September 02, 2026, has held that an MSME which fails to invoke the RBI’s 2016 Revival and Rehabilitation Framework at the SMA/NPA classification stage and instead chooses to challenge bank action under Section 17 of the SARFAESI Act, cannot turn around and seek Framework relief through a writ petition after Section 13(4) proceedings have commenced.
The Court clarified that while the Framework for Revival and Rehabilitation of MSMEs dated 17th March 2016 is mandatory and binding on banks and secured creditors under the SARFAESI Act and must be followed before classifying an MSME loan account as NPA, it is equally incumbent on the MSME concerned to be vigilant and bring to the notice of the bank its status as an MSME by producing authenticated and verifiable documents at the appropriate stage.
An MSME that allows the entire process for enforcement of security interest under the SARFAESI Act to proceed, or that having challenged such action before a court or tribunal and having failed, cannot be permitted to raise the plea of being an MSME at a belated stage to thwart the bank’s recovery actions. Furthermore, where an MSME has invoked the statutory remedy under Section 17 of the SARFAESI Act before the Debt Recovery Tribunal, its grievance regarding the NPA classification and the alleged non-following of the Framework cannot be entertained in a writ proceeding under Article 226 of the Constitution.
Where claims for idling of resources, additional overheads, material at site and loss of profit were allowed without evidence, and reliance was placed on conciliation proceedings to decide the arbitration, the arbitral award deserves to be strike down
The Delhi High Court in the case of Eco Green Buildtech vs Vikartan Infrastructure [O.M.P. (COMM) 293/2023] dated September 10, 2026, has held that where claims for idling of resources, additional overheads, material at site and loss of profit were allowed without evidence, and reliance was placed on conciliation proceedings to decide the arbitration, the arbitral award deserves to be strike down. The Court said that where a tribunal records concessions or admissions during conciliation and later uses them to decide the arbitration, the award is patently illegal. Reference was made to the Apex Court’s decision in Moti Ram v. Ashok Kumar [(2011) 1 SCC 466], wherein it was emphasised that the element of confidentiality is essential to mediation and conciliation, and statements made therein cannot be used against the maker if settlement fails.
The High Court held that the twin conditions of breach and consequential actual loss or damage is mandatory. The expertise of the arbitrator cannot substitute the claimant’s onus to prove actual loss, and the quantification based on personal experience, trade usage, or CPWD circulars without evidence is patently illegal. Following the Supreme Court ruling in Unibros v. All India Radio [2023 SCC OnLine SC 1366], the Court reiterated that a party claiming loss of profit must establish delay, non-attribution of delay, status as an established contractor, and credible evidence of loss. The formula is only an estimating tool and cannot dispense with evidentiary requirements.
The Court observed that the arbitral tribunal held the petitioner responsible for delay and breach of contractual obligations, and that no corresponding breach on the part of the respondent was established. The tribunal further held that the MOU was binding upon the parties but did not constitute novation of the original contract. The tribunal partly allowed the claims relating to work executed, WCT, idling/under-utilisation of machinery, additional overhead, material lying at site and loss of profit/profitability, and rejected the claims towards escalation and other heads, while rejecting all the counterclaims of the petitioner.
The Court noted that the proceedings recorded during the conciliation were relied upon while adjudicating the claims in arbitration, which was impermissible as the proceedings during conciliation cannot be considered and relied upon in case the arbitration of dispute is necessitated. The Court further observed that the tribunal relied upon personal experience in the field of construction and CPWD circulars MAN-150 and 169 for quantifying overhead expenses at 7.5% of the contract value, without producing evidence of additional overhead expenditure incurred due to breach of contract. The Court further noted that the CPWD circulars relied upon by the tribunal were not confronted to the petitioner, which was in violation of Section 24(3) of the Arbitration and Conciliation Act.
Auction conducted by the Tahsildar for recovery of government dues during the subsistence of SARFAESI enforcement measures, and after symbolic possession had already been taken under Section 13(4), is liable to be quashed as not in conformity with the SARFAESI Act
The Bombay High Court in the case of Indian Overseas Bank vs State of Maharashtra [Writ Petition No. 10120 of 2022] dated September 11, 2026, has held that mere attachment without mandatory proclamation under the MLR Code and MRLR Rules, coupled with non-registration with CERSAI, strips the State of priority over a secured creditor’s dues under Section 26E of the SARFAESI Act. The Court reaffirmed that under Section 26E of the SARFAESI Act, a secured creditor’s dues enjoy priority over all government dues, including arrears of land revenue, taxes, cesses and rates payable to the State or local authority.
The Court also clarified that the State authorities cannot claim priority over a secured creditor merely by attaching the defaulter’s property. A valid attachment must be followed by due proclamation in the manner prescribed under the Maharashtra Land Revenue Code, 1966 and the Maharashtra Realization of Land Revenue Rules, 1967, including beating of drum, affixation on a conspicuous part of the property, and display on the Talathi’s notice board. Accordingly, non-registration of the State’s claim or attachment order with CERSAI attracts the consequences under Section 26C(2) of the SARFAESI Act and weakens the State’s claim of priority over the secured creditor.
The High Court also held that an auction conducted by the Tahsildar for recovery of government dues during the subsistence of SARFAESI enforcement measures, and after symbolic possession had already been taken under Section 13(4), is liable to be quashed as not in conformity with the SARFAESI Act. The fact that the land was purchased by the Talathi on behalf of the State Government for a nominal price, did not create any valid title in favour of the State, and the consequential mutation entry recording the State as occupant was directed to be deleted within four weeks.
A personal guarantor cannot escape arbitral jurisdiction merely on the ground that he did not append his signature to the Loan Agreement in his personal capacity, where the contractual architecture treats the guarantee as woven into the very fabric of the loan documentation
The Supreme Court in the case of National Skill Development Corporation vs Surya Wires Private Limited [S.L.P. (C) No.10030 of 2026] dated September 08, 2026, has ruled that where a Personal Guarantee is contractually deemed part of the Loan Agreement ‘as if set out herein in extension’, the arbitration clause therein stands incorporated by reference, and the guarantor cannot be deleted from the arbitral array merely because he signed only in his personal capacity. The Court explained that a Personal Guarantee expressly enumerated as a ‘Facility Agreement’ in the Schedules to a Loan Agreement, and deemed thereunder to form part of the Loan Agreement ‘as if set out herein in extension’, is an integral and inseparable component of the Loan Agreement for all purposes, including dispute resolution.
The Court said that the phrase ‘as if the provisions thereof were set out herein in extension’ operates as a deeming fiction internal to the contract, binding every Facility Agreement, including the Personal Guarantee, within the same legal and arbitral framework as the Loan Agreement. Further, contemporaneity of execution of the Loan Agreement and the Personal Guarantee, coupled with the Personal Guarantee being a mandatory pre-disbursement condition under Schedule I, reinforces the inference that the parties intended the entire cluster of documents to constitute a single, composite transaction.
The Apex Court also held that a non-signatory personal guarantor cannot escape arbitral jurisdiction merely on the ground that he did not append his signature to the Loan Agreement in his personal capacity, where the contractual architecture treats the guarantee as woven into the very fabric of the loan documentation. The Court reaffirmed that arbitration must remain sufficiently elastic to accommodate multi-party and multi-contract arrangements, and that commercial reality cannot be allowed to outgrow the arbitral mechanism, provided consent and party autonomy are traceable to the contractual language.
The Court noted that a general reference to another contract does not incorporate its arbitration clause, whereas a general reference to a standard form does, as reaffirmed in Inox Wind v. Thermocables [(2018) 2 SCC 519]. The Constitution Bench decision in Cox and Kings v. SAP India [(2024) 4 SCC 1] was cited for the proposition that ‘parties’ under Section 2(1)(h) read with Section 7 includes non-signatories whose conduct may indicate consent to be bound. The Court also relied on ASF Buildtech v. Shapoorji Pallonji [(2025) 9 SCC 76], observing that arbitration must remain sufficiently elastic to accommodate multi-party and multi-contract arrangements without compromising consent and party autonomy.
A company registered under the Companies Act is a distinct juristic person from its directors and shareholders, hence, a loan disbursed directly into a director’s personal bank account cannot, by any stretch, be treated as a financial debt of the corporate entity
The Chennai Bench of the National Company Law Tribunal (NCLT) in the case of Rajesh Kumar Saraf HUF vs Veremax Technologie Services [CP/(IB)/202/CHE/2024] dated August 07, 2026, has ruled that a company registered under the Companies Act is a distinct juristic person from its directors and shareholders, hence, a loan disbursed directly into a director’s personal bank account cannot, by any stretch, be treated as a financial debt of the corporate entity. Accordingly, the NCLT laid down a three-fold ‘disbursement’ test, i.e., “Credit of Debt, Principle Purpose, and Application of Debt”, and held that all three limbs must be satisfied before a corporate entity can be pushed into Corporate Insolvency Resolution Process (CIRP).
The Bench placed significant weight on the Record of Financial Information from the NeSL portal, which the Petitioner itself had submitted, identifying the ‘Debtor’ as the individual director and not the company, turning the Petitioner’s own evidence against it. The Bench said that Petitioner must place contemporaneous documentary evidence, board resolutions, correspondence, and utilisation proof, on record to demonstrate that the funds were received and applied for the corporate debtor’s business; mere assertion is insufficient.
Essentially, the Tribunal clarified that where the NeSL record identifies the company only as a ‘Guarantor’ to the individual borrower, the Petitioner cannot maintain a Section 7 petition against the company as a Corporate Debtor without invoking the proceedings in the capacity of a Guarantor.
The Tribunal reiterated that under Section 7 of the IBC, a Financial Creditor can initiate CIRP strictly against a Corporate Debtor upon proving that a financial debt was disbursed to the Corporate Debtor against the consideration for the time value of money, and that the Corporate Debtor committed a default in repayment thereof.
The Tribunal laid down the well-settled proposition of law that a corporate entity registered under the Companies Act possesses a separate and distinct legal personality from its directors or shareholders. A financial disbursement made directly to an individual director’s bank account cannot, by any stretch of imagination, be treated as a financial debt extended to the corporate entity, in the absence of direct corporate borrowing resolutions and direct receipt of funds by the company. The Petitioner had not brought on record any further documents to substantiate that the disbursement was done in furtherance of the Corporate Debtor.
Copyright registration is voluntary and not mandatory, and protection arises automatically upon creation of an original work, with registration providing only prima facie evidence of ownership
The Rajasthan High Court in the case of Sanjay Bhatt vs State of Rajasthan [S.B. Criminal Miscellaneous (Petition) No. 1728/2016] dated August 17, 2026, has held that t copyright registration is voluntary and not mandatory, and protection arises automatically upon creation of an original work, with registration providing only prima facie evidence of ownership.
The Court also applied the three-judge bench principles from Neeharika Infrastructure Private Limited versus State of Maharashtra and others [2021 SCC Online SC 315], holding that the power of quashing should be exercised sparingly in the ‘rarest of rare cases’, and the court cannot embark upon an enquiry as to the reliability or genuineness of allegations in the FIR. The Court noted that the orders relied upon by the petitioner from the Copyright Board and IPAB were passed in 2011, and the police had already concluded investigation and drawn a charge sheet against the petitioner, making the petition liable for dismissal.
The Trademarks Act, 1999 governs the registration, protection and enforcement of trademarks, with Section 2(1)(zb) defining trademark, and infringement provides both civil and criminal remedies. The Court also noted that the petitioner had not brought on record any material to show that a copyright or trademark had been issued in his favour, and that there is no mandate requiring registration for an action against infringement of copyright.
The Court applied the principles from Krishika Lula versus Shyam Vitthalrao Devkatta [2016 (1) WLC (SC) Crl 171], observing that no copyright subsists in the title of work and the complainant is not entitled to relief on such basis except in an action for passing off or in respect of registered trademark comprising such titles. The Court held that the issue regarding ownership of ‘Dandi Salt’ and ‘Dandi Namak’ is a factual dispute, and it is not mandatory that a party must possess registration under the Copyright Act to claim any right on the title. The dispute regarding infringement is actionable both under civil law and criminal law, with the Copyright Act and the Trademark Act providing for penal provisions and criminal action.
Statutory definition of ‘default’ under Section 3(12) of the IBC requires the debt to be both ‘due’ and ‘payable’, and mere accrual or book entry, without present enforceability, does not constitute default
The New Delhi Principal Bench of the National Company Law Appellate Tribunal (NCLAT) in the case of Siddharth Satish Katariya vs Central Bank of India [Comp. App. (AT) (Ins) No. 1286 of 2026] dated September 01, 2026, has held that the statutory definition of ‘default’ under Section 3(12) of the IBC requires the debt to be both ‘due’ and ‘payable’, and mere accrual or book entry, without present enforceability, does not constitute default.
For the Cash Credit facility, the Tribunal held that although interest was debited on Feb 29, 2020, and nominally payable on March 10, 2020, the RBI COVID-19 Circulars dated March 27, 2020, and May 23, 2020, interdicted recovery of interest on CC/OD facilities from March 01, 2020, to Aug 31, 2020, rendering the debt not ‘due and payable’ on the claimed default date. The Tribunal also held that the textual distinction between ‘moratorium’ for term loans and ‘deferment’ for CC/OD facilities in the RBI Circulars does not alter the substantive Section 3(12) inquiry, since the ‘due and payable’ requirement must be satisfied regardless of the label attached to the regulatory relief.
A partnership at will stands dissolved from the date mentioned in the written notice of dissolution, or where no date is specified, from the date of communication of the notice, and the reconstituted firm has no right to retain the assets of the dissolved firm unless it purchases them from the erstwhile partnership
The Supreme Court in the case of V Sumitra Reddy vs K. Ranganadha Reddy [Civil Appeal No. 8167 of 2017] dated September 09, 2026, has clarified that in a partnership at will, dissolved under Section 43 of the Indian Partnership Act, 1932, the date of dissolution governs only the ascertainment of profits and losses, while the valuation of immovable assets for distribution must reflect the value on the date of actual assessment by the Commissioner. The Court said that a partnership at will stands dissolved from the date mentioned in the written notice of dissolution, or where no date is specified, from the date of communication of the notice, and the reconstituted firm has no right to retain the assets of the dissolved firm unless it purchases them from the erstwhile partnership.
The Court also clarified that the date of dissolution specified in the preliminary decree is relevant only for ascertaining the profits and losses of the firm up to that date and has no bearing on the right of the partners to receive the value of their share in the residue of the assets after liquidation.
Essentially, the Apex Court ruled that upon dissolution, every partner is entitled under Section 46 read with Section 48 of the Indian Partnership Act, 1932, to have the property of the firm applied in payment of debts and liabilities, and the surplus distributed among the partners in their profit-sharing ratio after the assets are converted into money. Accordingly, restricting the outgoing partner’s share to the value of the immovable property prevailing as on the date of dissolution would be inequitable, grossly unfair, and wholly impractical, particularly where the reconstituted firm has continued to retain and use the partnership assets without purchasing them from the dissolved firm.
The Court noted that the partnership was at will under Section 7 of the Indian Partnership Act, 1932, since no provision was made for its duration or determination. Under Section 43, a partnership at will can be dissolved by any partner giving written notice of his intention to dissolve the firm, and the firm stands dissolved from the date mentioned in the notice or, if no date is mentioned, from the date of communication of the notice.
The Court examined Sections 46, 47 and 48 of the Partnership Act. Section 46 provides that on dissolution, every partner is entitled to have the property of the firm applied in payment of the firm’s debts and liabilities, and the surplus distributed among the partners according to their rights. Section 48 prescribes the mode of settlement of accounts, including payment of debts to third parties, repayment of advances and capital, and division of the residue among partners in their profit-sharing ratio. The Court emphasised that a partnership firm is not a separate legal entity, and the partnership property belongs to all the partners in proportion to their shares.
The Court further observed that the reconstituted firm had no right to retain the assets of the dissolved firm unless all partners agreed to settle accounts and pay the outgoing partner his share in the value of the assets. The new partnership could have retained the land only by purchasing it from the erstwhile partnership, which was not done.
Owner’s share of Gross Sale Proceeds constitutes consideration under the Maharashtra Stamp Act, and that stamp duty must be computed as on the date of execution using available FSI and ASR, even where the landowner, not the developer, challenges the assessment
The Bombay High Court in the case of VTP Homee Landmark (LLP) vs State of Maharashtra Through Ministry of Revenue [Writ Petition No. 10120 of 2019] dated August 28, 2026, has held that an owner’s share of Gross Sale Proceeds constitutes consideration under the Maharashtra Stamp Act, and that stamp duty must be computed as on the date of execution using available FSI and ASR, even where the landowner, not the developer, challenges the assessment. The Court thus held that the Development Agreement dated 2 November 2012 was correctly treated as an instrument falling under Article 5(g-a)(i) of Schedule I to the Maharashtra Stamp Act, 1958, because the instrument relates to giving authority or power to a promoter or developer for construction on, development of, and sale or transfer of immovable property.
The Court emphasised that the revenue sharing arrangement constitutes consideration for the development rights given under the document, and the consideration is not confined to the refundable security deposit. Further, for determining the market value, the agreed share of the Gross Sale Proceeds can be computed as on the date of execution by considering the development potential, applicable ASR, and the rates of the constructed tenements, and the Respondent Authorities were justified in taking the higher valuation resulting from such consideration.
The Court observed that the real nature of the document had to be determined first. Although the Petitioner is the owner of the land and not the developer, Article 5(g-a)(i) does not require that the person presenting the document must himself be the developer; the provision applies to any instrument ‘if relating to giving authority or power to a promoter or a developer, by whatever name called, for construction on, development of, or sale or transfer (in any manner whatsoever) of, any immovable property’. On a reading of the Development Agreement as a whole, the Second Party was described as a ‘Promoter / Builder’ and was given the right to enter upon the property, develop it, construct buildings, market the project, sell units, arrange funds, obtain permissions, and execute agreements for sale, with the First Party required to execute a Power of Attorney in favour of the Second Party. The mere fact that the Petitioner is the owner therefore does not take the document outside Article 5(g-a)(i).
On the question of consideration, the Court observed that merely because no fixed amount was payable on the date of execution, it cannot be said that there was no consideration; the consideration was agreed in another form, linked with the Gross Sale Proceeds and to become payable as the project progressed. The Court further observed that the parties’ use of the words ‘Principal to Principal’ and the absence of an intention to create a partnership may be relevant to whether a partnership was created, but the question for stamp duty is whether development rights have been given and what consideration is recorded in the document for valuation; the description used by the parties cannot change the actual rights and obligations created by the document.
The Court further observed that future Gross Sale Proceeds can be treated as present consideration, and stamp duty has to be considered with reference to the date of the instrument, and the Authority is not required to wait until the project is completed and actual flats are sold. The argument that such calculation would amount to taxing future profits was rejected, as the amount is being considered only for determining the market value on which stamp duty is payable. The argument regarding double stamp duty was also rejected, as the Development Agreement and the subsequent sale of a completed unit are separate instruments concerning different stages of the transaction.
