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In Tuvin Constructions LLP v. MahaRERA (Writ Petition No. 1673 of 2025), the Bombay High Court ruled that a newly appointed developer can be registered as the promoter of a redevelopment project without obtaining consent from the allottees of the erstwhile developer.
The Court reaffirmed that no contractual relationship exists between allottees of a previous developer and a successor developer, and any conditions to the contrary conflict with the Real Estate (Regulation and Development) Act, 2016 (RERA Act).
This ruling provides authoritative clarity for Maharashtra's real estate sector, particularly in cases where a society terminates a defaulting developer and entrusts the project to a successor.
Overview: Scope of "Promoter" and Rights of New Developers
The dispute arose when Tuvin Constructions LLP (Tuvin/Petitioner) applied to Maharashtra Real Estate Regulatory Authority (MahaRERA/Respondent) to register a redevelopment project in its name, seeking to replace M/s. Aditya Developer (erstwhile developer) as the promoter.
On 20 March 2014, Vilas Vaibhav Co-operative Housing Society Ltd. (Society) executed a Development Agreement and Power of Attorney in favour of the erstwhile developer. An Arbitral Award dated 28 November 2023 (Arbitration Petition No. 44 of 2022) terminated the erstwhile developer.
In August 2024, the Court directed the erstwhile developer to hand over possession of the property to the Society to facilitate completion of redevelopment.
On 3 October 2024, the Society executed a Development Agreement and Power of Attorney in favour of Tuvin. When Tuvin applied for project registration with MahaRERA, MahaRERA's Legal Department, by e-mail dated 4 March 2025, imposed conditions requiring consent from two-thirds of the erstwhile developer's allottees and filing of Declaration Form-B reflecting an earlier completion date of 27 October 2022, instead of 31 December 2027.
Petitioner/Tuvin's Contentions
Tuvin's Counsel submitted that as the developer and promoter, Tuvin was solely responsible for completing the project and thus had the right to register it under its own name. He submitted that MahaRERA could not lawfully require consent from two-thirds of the erstwhile developer's allottees, as Section 3 of the RERA Act does not impose such a condition.
He further contended that any claims by the allottees were enforceable only against the erstwhile developer, as no contractual relationship existed with the new developer. He cited Goregaon Pearl CHSL v. Dr. Seema Mahadev Paryekar (2019 SCC OnLine Bom 3274) and Deepak Prabhakar Thakoor v. MHADA (2023 SCC OnLine Bom 2234), where the Court held that a successor developer cannot be burdened with the liabilities of a defaulting predecessor.
MahaRERA/Respondent's Contentions
MahaRERA's Counsel contended that the Society acted as a co-promoter alongside the erstwhile developer. Consequently, under Section 15 of the RERA Act, any transfer of majority rights in the project would require the prior written consent of two-thirds of the allottees, in addition to approval from MahaRERA.
He maintained that since the Society, as landowner and co-promoter, had transferred its development rights to Tuvin, the statutory consent requirement applied. The Counsel also referred to the pending case of M/s. New Sangeeta CHS Ltd. v. Mr. Kaushal M. Haria (Second Appeal No. 148 of 2025, Interim Application No. 1853 of 2025), noting that issues regarding privity of contract and liability of new developers towards existing allottees were pending determination, and sought an adjournment.
Court's Analysis
The Bombay High Court observed that, under Section 3 of the RERA Act, registration of a real estate project is mandatory before any sale, advertisement, or marketing. Once the Development Agreement with the erstwhile developer was terminated, the new developer had no contractual relationship with the previous allottees, and their claims could not be enforced against the successor.
Relying on settled law as set forth by the Court in Vaidehi Akash Housing Pvt. Ltd. v. New D.N. Nagar Co-op. Housing Society Union Ltd., Goregaon Pearl CHSL, and confirmed by the Division Bench in Deepak Prabhakar Thakoor v. MHADA, the Court reaffirmed that there is no privity of contract between a society or newly appointed developer and third-party purchasers who had agreements with the erstwhile developer. Where the society terminates the Development Agreement and the previous developer cannot enforce it, no third-party developer can seek specific performance against the society or the new developer.
In the present case, Tuvin, as the new promoter, applied for registration with MahaRERA. The Court found MahaRERA's contention that the Society should be treated as a co-promoter, requiring prior written consent from two-thirds of allottees as well as that of MahaRERA, to be misconceived.
Only the erstwhile developer is considered the previous promoter and following its termination under the Arbitral Award dated 28 November 2023, the allottees cannot make claims against Tuvin. Tuvin assumed the role of promoter under the Development Agreement and Power of Attorney executed by the Society on 3 October 2024.
Court's Order
The Court held that Tuvin was entitled to dispense with the requirement of obtaining consent from two-thirds of the erstwhile developer's allottees for changing the promoter's name.
MahaRERA was directed to process Tuvin's application and record fresh registration of the project in Tuvin's name without imposing any liability arising from the erstwhile developer's allottees.
The writ petition was disposed of with no order as to costs. MahaRERA's request for a four-week stay was rejected, as the imposed conditions were inconsistent with settled law and statutory provisions.
Significance of the Ruling
This ruling provides clear direction on the rights and responsibilities of successor developers under the RERA Act.
It confirms that a developer appointed after termination of an erstwhile promoter can register a project in its own name without seeking consent from previous allottees. Project registration is a mandatory prerequisite for any sale or marketing, and no conditions contrary to the statutory provisions can be imposed.
The ruling consolidates existing law and serves as a reference for future cases concerning the rights and duties of successor and erstwhile developers.
Conclusion
The ruling provides authoritative direction to MahaRERA, co-operative societies, and developers on the rights and duties of successor developers under the RERA Act. It confirms that a new developer can assume promoter status and register a project in its own name without seeking consent from the allottees of the erstwhile developer, as no contractual privity exists.
The Court defined the scope of consent requirements, reinforced strict adherence to statutory norms, and affirmed that successor promoters are not automatically liable for the prior developer's obligations.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
