The rights of a developer in a Joint Development Agreement (JDA) 

May 28, 2021

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This article is written by Tripti Gupta, pursuing a Certificate Course in Real Estate Laws from LawSikho.com.

What is a Joint Development Agreement?

A. Area Sharing Joint Development Agreement (JDA)

Example: Developer Mr. Y enters into a JDA with the landowner Mr. X wherein as per the agreement a total of 100 residential units will be constructed by Mr. Y on the land provided by Mr. X. In this agreement, 40% of the units i.e. 40 units shall be given to Mr. X and the rest 60 units shall be taken by Mr. Y. Both the parties can commercially sell the units in the open market. The landowner gets 40 units of flats in place of the land given and the developer gets 60 units of flats in place of the construction work done.

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B. Revenue Sharing Joint Development Agreement (JDA)

Example: Developer, Mr. Y, enters into an agreement with the landowner Mr. X wherein a total of 100 residential units will be constructed by Mr. Y on the land provided by Mr. X. In the Revenue Sharing JDA model, the revenue accruing from the sale of plotted land is divided between Mr. X, the landowner, and Mr. Y, the developer in an agreed ratio, say for instance 75:25.

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What are the advantages of a Joint Development Agreement?

Some of the significant advantages of entering into a Joint Development Agreement are:-

What are the limitations of a Joint Development Agreement?

The Joint Development Agreements (JDA) is not devoid of any limitations. Some of them being:-

What are the rights and responsibilities of a developer in a Joint Development Agreement?

It is of immense importance that the landowner and the developer, before the construction of the property, decide in advance, the rights/responsibilities of each entity. Here are a few rights/responsibilities of the developer/builder in a Joint Development Agreement (JDA).  

I. Licensee rights

The landowner grants a ‘licence’ to the developer to enter into his land with the full right as well as the authority to start, carry on and complete the development following the permission granted. This ‘licence’ granted by the landowner to the developer is the nature of a personal licence and under no circumstances will the developer assign his title, right as well as interest to any other party. It is important to use the word ‘licensee’ in a JDA. Then all the rights that a licensee has, will belong to the developer. This becomes important when there arises a dispute between the landowner and the developer. e.g. The developer can seek an injunction to enter the land, in case the landowner refuses the developer to enter his premises on account of the conflict. The developer’s capital has already been invested in the project. If the developer does not have the licensee’s rights, then he is left with no such remedy and his capital investment will be a useless and unprofitable wasted effort. Therefore, it is important that the developer is granted a ‘licence’ and this right is exquisitely drafted well in JDA clauses. 

II. Development rights

Legally, the word ‘land’ not just includes the full title in the land but also rights which gives benefits associated with it. In the case of a Joint Development Agreement, the landowner transfers his development rights to the developer for the development of a project on his land. In other words, the right to develop the land is called ‘development rights’, in which the owner of the land authorizes a person (developer/builder) to develop a structure on land. These ‘development rights’ can be easily transferred, sold, or exchanged. Now let us understand the concept of development rights with an example:-

III. Right to seek approvals

The developer has the right to have separate contracts in his name with the contractor, architect, and others to carry out the development at his risks and costs. The landowner on entering into a Joint Development Agreement with the developer engages the developer to take full responsibility for the development work. The developer undertakes the responsibility of obtaining requisite approvals regarding development from the competent authorities, property development as well as launching, advertising, and marketing the project with the help of financial resources. 

IV. General Power of Attorney (GPA)

As per the provisions of  Section 53A (which deals with part-performance of a contract) of the Transfer of Property Act 1882, the developer shall not be a transferee or buyer of the development work under the JDA. The partnership between the two entities is restricted only till the project’s development and the JDA does not entitle the developer to sell the units on his own. The ownership of the land still lies with the landowner only. To facilitate the process of selling, the landowner will have to assign the right to the developer to sell the property. So, he confers the authority to the developer/builder by signing a General Power of Attorney (GPA). This gives the developer the right to sell and register agreed portions of land with respective undivided shares by way of flats to other buyers.  Even then, it would be the landowner himself who will grant the conveyance deed in favor of the buyer after the completion of the unit and granting of the occupancy rights by the competent authority.  

V. Right to take legal action

Co-operation from both the entities, the landowner and the developer is crucial in a Joint Development Agreement (JDA). JDA should provide for the possible repercussions in case there is a failure by one or more parties to fulfill the agreed responsibilities. Therefore, if the landowner fails to cooperate with the developer, the developer has sufficient rights to sue against the landowner in a court of law. There may be instances that the landowner fails to get a clear title and this flaw comes to light, post-completion of construction. Not only this, but it is also possible that the whole construction by the developer gets challenged in the court of law on account of the absence of a clear title. The developer, in such cases of any breach of the terms of the agreement by the landowner, can take legal action against him. Also, in case of any breach of the terms of the agreement by the developer, the landowner has the right to revoke the Power of Attorney as well as take legal action against the developer.  


Both the documents, the JDA and the GPA, must be registered with an appropriate value of stamp paper with the Registrar, for the contract to become legal. Even after registration of both the JDA and the GPA, it is required by both parties to cooperate at every instance to avail of the benefits of a JDA. Hence, paperwork and communication play a vital role. The clauses of a Joint Development Agreement should be drafted in such a manner that they categorically elucidate the rights and responsibilities of the developer/builder and the landowner. When the developer and the landowner enter into a Joint Development Agreement, both the parties invest their time, money, and resources for the long haul, so consistent and clear communication between the two parties is the success mantra in such associations. In case any issues arise between the two parties, it might not take long for the relations between them to turn sour, and consequently, the entire deal to get stuck. 


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