NCLT Chandigarh Holds Marketing MoU Cannot Confer Homebuyer Status, Rejects ₹11 Crore Claim

The Chandigarh Bench of the National Company Law Tribunal (NCLT) on 11 June held that a marketing and sales facilitation agreement does not confer the status of a homebuyer or financial creditor in the absence of documents evidencing allotment of flats.

Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal dismissed RealPro Assets Ltd.'s Rs. 11.09 crore claim against Samar Estates Pvt. Ltd., holding that it had failed to establish the existence of a financial debt. The Bench held:

“...The very structure of the MoU therefore reflects a commercial arrangement in the nature of a marketing and sales facilitation agreement and not an agreement for allotment of flats to the Applicant as a homebuyer.

The Applicant has failed to place on record any Builder Buyer Agreement, allotment letter, agreement for sale, or any other document ordinarily executed in favour of an allottee/homebuyer. Mere reliance upon internal ledger entries cannot confer the status of a financial creditor in a class when the foundational documents evidencing allotment are absent.”

RealPro Assets Ltd., incorporated in 2009, entered into a Memorandum of Understanding (MoU) with Samar Estates Pvt. Ltd. on 1 January 2011 for the promotion and booking of flats in the Ess Vee Apartments project at Panchkula.

The company contended that, under the MoU, Samar Estates allotted 15 flats to it against the earnest money deposited and never delivered possession. On 12 February 2025, it filed a claim supported by ledger entries, seeking recognition as a financial creditor. It argued that Resolution Professional Rahul Jindal failed to respond to its claim despite issuing notices in December 2024 inviting creditors to submit their claims.

Opposing the application, the Resolution Professional submitted that the claim was filed after the statutory period had expired and after the Committee of Creditors approved the resolution plan. He contended that the MoU unequivocally established the applicant as a marketing associate responsible for procuring buyers and not as an allottee.

It further argued that the applicant failed to produce any builder-buyer agreement, allotment letter or agreement for sale, and based its claim of Rs. 11,09,60,722 solely on self-maintained ledger entries.

The Tribunal examined the MoU and held that it constituted a marketing and sales facilitation agreement rather than an agreement for allotment of flats. It noted that Clauses 6 and 7 expressly prohibited the applicant from accepting cash from customers on behalf of Samar Estates.

It also found that the applicant had failed to produce any builder-buyer agreements, allotment letters or sale agreements to substantiate its claim of being an allottee. The Bench observed:

“It is pertinent to note that the Applicant has claimed an amount exceeding Rs.11 crores substantially on the basis of their own books. However, the ledger account in the books of Corporate Debtor shows that there is no outstanding balance due and payable in favour of the Applicant.”

It further held that the Resolution Professional's issuance of public notices inviting claims did not amount to admission of liability. It observed that every claim must be independently verified through supporting documents, which the applicant failed to furnish.

The Bench therefore concluded that RealPro Assets Ltd. had not established the existence of any financial debt payable by Samar Estates Pvt. Ltd. and could not be treated as a financial creditor.

Accordingly, the NCLT dismissed the application.