Deemed Conveyance Is Not Final Title: Bombay High Court's Malad Ruling Explained
The Bombay High Court on October 28, 2026 dismissed landowners' challenge to a 2022 certificate assigning the lease of 1,237.5 sq m in Malad to a 1999 housing society under Section 11 of MOFA. It held the competent authority cannot decide title and that a deemed conveyance is not conclusive title. Here is what that means for buyers of flats in older Mumbai buildings.
In 1977, a builder sold flats in a building on land in Village Malad, in Mumbai's Borivali taluka. The 1977 agreements for sale told buyers that the builder had seen a lease of 97 years and would assign its leasehold interest to the buyers' cooperative society. The society was registered only on September 10, 1999. The land was never assigned. By 2026 the building had stood for 49 years and, in the Bombay High Court's words, was "now in the need of redevelopment process."
On October 28, 2026, the court refused to disturb a certificate that finally assigned the lease of 1,237.5 square metres of that land to the society. The challenge came not from the builder but from people who said they had bought the land itself in 1991. The ruling is a clear guide to what a deemed conveyance does, and what it does not do, for anyone buying a flat in an older Mumbai building.
The short answer. In Writ Petition No. 11882 of 2022, Justice Sandeep V. Marne dismissed a challenge to a May 10, 2022 order of the District Deputy Registrar, Mumbai City (4), that granted a unilateral assignment of lease to the society under Section 11 of the Maharashtra Ownership Flats Act, 1963 (MOFA). The court held that the competent authority has a limited role, cannot decide title disputes, and merely steps into the shoes of a promoter who fails to convey. The trade-off: a deemed conveyance gives a society the paperwork it needs to move forward, but it is not conclusive title, and anyone claiming ownership can still go to a civil court.
What happened in the Malad case?
The petitioners said they bought the land by a conveyance dated June 5, 1991 from a charitable trust that traced its title back through earlier deeds. They argued that the builder had no valid rights in the land, that revenue records showed a lease of only 25 years while buyers were told it was 97, and that a 1985 High Court decree for possession against earlier lessees extinguished any rights claimed through them. They also said they were negotiating with a developer to redevelop the whole land.
The society's first application for deemed conveyance, No. 34 of 2019, sought ownership of the land and was rejected on January 20, 2021, with liberty to apply again. Its second application, No. 185 of 2021, sought assignment of the leasehold rights instead. That was allowed on May 10, 2022, and a certificate of unilateral assignment of lease was issued. The landowners challenged that order in 2022. The challenge was dismissed four years later.
What did the Bombay High Court hold?
The court held that under Section 11 of MOFA the competent authority "has limited jurisdiction to examine whether the promoter has failed to convey its right, title, and interest in the land and the building." Once that failure is shown, it can pass an order of deemed conveyance under Section 11(3) and (4). It "is not expected to adjudicate competing claims to the land" between the promoter and others; such disputes belong before a civil court.
On the petitioners' purchase, the court said what they bought in 1991 was a "mere obligation to convey the land and the building" to the society. It noted that their conveyance recorded the existence of the building and sold the land on an "as is where is" basis.
On their objection that the second application was barred because the first had been rejected, the court said the objection was "attractive in the first blush" but failed here, because the authority itself had given liberty to file afresh and the two applications sought different things: ownership in the first, assignment of lease in the second.
Is a deemed conveyance certificate final proof of title?
No, and the court was explicit about it. It said that if a promoter "inherently lacks any right, title or interest in the land, then mere issuance of a certificate of unilateral deemed conveyance by the Competent Authority does not conclusively vest title of the land" in the society. Relying on the Supreme Court's April 21, 2025 decision in Arunkumar H. Shah v. Avon Arcade Premises Co-operative Society, it said such a certificate "is not conclusive or determinative of the rights and entitlements of the parties," and it remains open to an aggrieved party to seek a declaration from a civil court.
In this case, the court said, the authority "has merely assigned in favour of Respondent No. 3 the rights that the promoter himself claimed to possess." If the landowners believe the society is not entitled even to a lease, they are at liberty to seek a declaration in a civil court.
For a buyer, that means a deemed conveyance is a strong step but not the end of title diligence. It transfers what the promoter claimed. If the promoter's claim was flawed, the certificate does not cure it.
How do the options compare for a society or a buyer?
| Route | What it does, per the judgment | What it does not do |
|---|---|---|
| Conveyance executed by the promoter under Section 11(1) | The promoter performs its statutory duty to transfer title to the society | Depends on the promoter's cooperation |
| Unilateral deemed conveyance under Section 11(3) to (5) | Competent authority steps into the promoter's shoes when the promoter fails | Does not adjudicate title or conclusively vest title |
| Assignment of lease, as in this case | Transfers the leasehold interest the promoter claimed to hold | Does not give ownership of the land |
| Civil suit for a declaration | Lets a person claiming title contest the promoter's rights | Is a separate, slower proceeding outside MOFA |
| Fresh application after rejection | Possible here because liberty was granted and the relief sought differed | Res judicata can apply in other cases, per the Supreme Court's Faime Makers ruling cited by the court |
Why did the law create deemed conveyance?
The judgment quotes the court's own September 16, 2026 decision in Satellite Garden I CHSL v. State of Maharashtra. That ruling explains that sub-sections (3) to (5) were inserted into Section 11 of MOFA in 2008 after the legislature noticed "rampant failure on the part of the promoters to convey land" to flat purchasers' organisations. Before that, the only remedy was a suit for conveyance, and suits took years. The quoted passage notes that a suit filed by that society in 2010 was still pending.
The judgment also explains the idea behind it. "Sale of a flat in the building does not mean sale of only a superstructure," the quoted passage says. With the sale of all flats, the promoter is divested of title in the land, and the conveyance is the formality that vests it in the society. Deemed conveyance lets the competent authority complete that formality when the promoter will not.
What if the land was sold to someone else, or the promoter is insolvent?
The judgment quotes the court's June 22, 2026 decision in Darshan Mandir CHSL, which dealt with both situations. On a sale of the land to a third party, that ruling said that when a promoter or landowner sells to someone else instead of conveying to the flat purchasers' organisation, the buyer acquires "merely an obligation to convey the land and building" to the society. The Malad ruling applied the same principle to the 1991 purchase.
On insolvency, the quoted passage reasoned that once all flats are sold, the developer is divested of title, and the competent authority's certificate is "mere certification" that title has vested in the society. On that basis, the earlier ruling held that the moratorium under Section 14 of the Insolvency and Bankruptcy Code does not come in the way of the competent authority exercising its powers under Section 11 of MOFA. The presumption is rebuttable: the developer can still sue to show title remains with it.
What should you check before buying a flat in an older Mumbai building?
The Malad buyers of 1977 were told about a 97 year lease. Forty nine years later, their society is still being challenged on what exactly it holds. PropNewz has explained how the agreement and the final conveyance differ in our guide to the agreement for sale versus the conveyance deed, and how title defects are handled for new projects in our explainer on land title declarations and defective title.
- Ask whether the society holds a registered conveyance, a deemed conveyance certificate, or neither.
- Check whether the land is freehold or leasehold, and the lease term and expiry if leasehold.
- Compare what the original agreements for sale promised with what the society actually received.
- Ask whether any civil suit, writ petition or objection about the land or conveyance is pending.
- Read the competent authority's order, not just the certificate, to see what was conveyed and on what basis.
- If redevelopment is planned, ask how the society's title or lease will support it.
- Have a lawyer run a title search on the land as well as the flat before you pay any advance.
Frequently asked questions
What did the Bombay High Court decide in the Malad deemed conveyance case?
On October 28, 2026, in Writ Petition No. 11882 of 2022, it dismissed landowners' challenge to a May 10, 2022 order granting a housing society a unilateral assignment of lease of 1,237.5 square metres under Section 11 of MOFA, holding that title disputes belong before a civil court.
Does a deemed conveyance certificate give final title?
No. The court said that if a promoter lacks rights in the land, a certificate of unilateral deemed conveyance does not conclusively vest title in the society. Citing the Supreme Court, it said the certificate is not conclusive of rights and an aggrieved party can seek a declaration from a civil court.
Could the society apply again after its first application was rejected?
Yes, in this case. The court held res judicata did not apply because the competent authority had granted liberty to file afresh and the second application sought assignment of lease rather than ownership. It noted that res judicata can apply to such proceedings under the Supreme Court's Faime Makers ruling.
When was deemed conveyance added to MOFA?
According to the Bombay High Court's Satellite Garden ruling quoted in this judgment, sub-sections (3) to (5) were inserted into Section 11 of MOFA in 2008, after the legislature noticed widespread failure by promoters to convey land, to give flat purchasers' organisations a faster remedy than a civil suit.
Last updated 2026-11-01. PropNewz Team.
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