Bombay High Court

Sadashiv Chitanmani Agalave And Ors. vs M/S Shubham Developers, Kalyan And Ors. on 3 November, 2025

  2025:BHC-AS:46527


                                                                                     ARA.102.2024.docx



                            IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                                         CIVIL APPELLATE JURISDICTION

                                    ARBITRATION APPEAL NO. 102 OF 2024
                                                  WITH
                                   INTERIM APPLICATION NO. 15117 OF 2024
                                                   IN
                                    ARBITRATION APPEAL NO. 102 OF 2024
                                                          [




                      Arvind Ratanchand Jain & Ors                                     ...Appellants
                            Versus
                      M/s. Shubham Developers, Thane & Ors                             ...Respondents


                                                  WITH
                                    ARBITRATION APPEAL NO. 101 OF 2024
                                                  WITH
                                   INTERIM APPLICATION NO. 15116 OF 2024
                                                   IN
                                    ARBITRATION APPEAL NO. 101 OF 2024

                      Sadashiv Chitanmani Agalave & Ors                                ...Appellants
                            Versus
                      M/s. Shubham Developers, Thane & Ors                             ...Respondents



                      Mr. Mandar Soman (through VC) a/w Minakshi Surve, for the
                      Appellants.
                      Mr. Aashutosh M. Dube a/w Khushi Gupta, i/b Madhukar
                      Darkar, for Respondent Nos.1 to 3.


                                           CORAM        : SOMASEKHAR SUNDARESAN, J.
                                           RESERVED ON:             March 3, 2025
ASHWINI                                    PRONOUNCED ON: November 3, 2025
JANARDAN
VALLAKATI
Digitally signed by
ASHWINI JANARDAN
VALLAKATI
                                                         Page 1 of 25
Date: 2025.11.03
15:02:50 +0530
                                                       November 3, 2025




                        ::: Uploaded on - 03/11/2025                       ::: Downloaded on - 03/11/2025 21:21:29 :::
                                                                     ARA.102.2024.docx



JUDGEMENT :

Context and Factual Background:

1. This is an appeal under Section 37 of the Arbitration and

Conciliation Act, 1996 ("the Act") challenging an order dated January

29, 2022 ("Impugned Order") by which the Learned Joint Civil Judge,

Senior Division, Kalyan rejected two applications filed under Section 8

of the Act, asserting that the subject matter of Special Civil Suit No.

65/2021 ("Suit") is the subject matter of an arbitration agreement.

2. In this matter, it is important to set out who the parties are in

the Suit and how they conform to the array of parties in this Appeal.

The seven Appellants, Arvind Ratanchand Jain, Dinesh Ratanchand

Jain, Pravin Jayantilal Patel, Jignesh Jayantilal Patel, Mangilal

Ratanchand Jain, Vijendra Balkrushna Bhoir and Satish Vinayak Kande

were Defendants No. 3 to 9 in the Suit. For convenience, they are

referred to as "Appellants" throughout this judgement.

3. Of the six Respondents, Shubham Developers, Nikhil

Pachabhai Patel and Pachabhai Poptbhai (Patel) Bhutani are the

Original Plaintiffs in the Suit. For convenience, in this judgement they

are referred to "Original Plaintiffs".

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4. Sadashiv Chitanmani Agalave ("Agalave"), whose legal heir

and son Aditya Sadashiv Agalave is now made a party in this place,

Pooja Rajendra Ranade ("Ranade") and Meena Sadashiv Agalave

("Meena"), are Defendants 1, 2 and 10 respectively in the Suit. Agalave,

Ranade and Meena, Defendants No. 1, 2 and 10 too had filed a Section 8

Application. For convenience, in this judgement, Agalave, Ranade and

Meena are referred to as "Original Landowners". Meena held a power of

attorney on behalf of Agalave and was herself not personally a party to

any instrument involved in the matter other than having signed as a

constituted attorney for Agalave.

5. Therefore, in a nutshell, all the Defendants in the Suit had

invoked Section 8 of the Act, but through two separate applications.

Both the Section 8 Applications were disposed of by the common

Impugned Order. The Original Landowners are not appellants in the

captioned Appeal. However, it is apparent from the record that the

Original Landowners were aligned with the Appellants in the pursuit of

proceedings under Section 8 of the Act and seeking a reference to

arbitration.

Partnership Deed:

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6. The Section 8 Application filed by the Appellants essentially

contended that the subject matter of the Suit involves disputes and

differences relating to a Partnership Deed dated June 10, 2003

("Partnership Deed") by which the firm M/s Shubham Developers

("Shubham") was constituted. The Appellants and the Original

Plaintiffs No. 2 and 3, along with one more individual Praful Haribhai

Senjaliya ("Senjaliya"), were parties to the Partnership Deed as partners

of Shubham. Senjaliya neither joined as a Plaintiff in the Suit nor was

arrayed as even a proforma Defendant in the Suit.

7. Clause 20 of the Partnership Deed contains an arbitration

agreement. The pleadings and the Impugned Order wrongly refer to the

arbitration agreement as Clause 26, but a scrutiny of the record would

show it is in Clause 20.

8. A Deed of Dissolution dated April 23, 2018 (" Dissolution

Deed") was executed among the majority partners (leaving out Original

Plaintiffs No. 2 and 3 and Senjaliya, who were dissenting), which

dissolved Shubham. The Original Plaintiffs No. 2 and 3 collectively held

an interest of 22% in Shubham (11% each) while Senjaliya held 6% in

Shubham.

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9. Shubham was a partnership at will under Clause 5 of the

Partnership Deed. So also, Clause 19 of the Partnership Deed provided

that Shubham could be dissolved by a majority of the partners.

Development Agreement:

10. A Development Agreement dated October 3, 2003

("Development Agreement") and connected documentation was

executed between Shubham, Agalave and Ranade. Clause 26 of the

Development Agreement contains an arbitration agreement.

11. A Deed of Cancellation dated March 5, 2019 (" Cancellation

Deed") between the Original Landowners and Shubham cancelled the

Development Agreement and all related documentation.

Section 8 Applications:

12. That Section 8 Applications were based on the premise that

the two core and primary prayers in the Suit seeking a declaration that

the Dissolution Deed and the Cancellation Deed were illegal; and that

the Partnership Deed and the Development Agreement subsist, were

squarely covered by the respective arbitration agreements. The

Appellants contend that the width of the arbitration agreement in the

Partnership Deed covers questions of termination and dissolution and

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therefore the Dissolution Deed is amenable to arbitration. Likewise, the

Original Landowners had contended that the width of the arbitration

agreement in the Development Agreement would cover all connected

disputes, bringing the Cancellation Deed within its ambit.

13. All other reliefs are stated by the Appellants, to be incidental

or consequential to these two prime foundations of the Suit. They

contend that if the arbitration proceedings lead to the Dissolution Deed

or the Cancellation Deed being held to be illegal, the reliefs sought in the

Suit are eminently capable of being granted by the arbitral tribunal.

14. The Appellants contend that Shubham was dissolved by a

majority. Therefore, the purported attempt to litigate in the name of

Shubham is untenable and it does not exist. They contend that the

Original Plaintiffs No. 2 and 3 have been opposed to any commercial

resolution all along and therefore the dissolution took place by majority

in terms of Clause 19 of the Partnership Deed. They would also contend

that these two plaintiffs have purported to set up another firm also

called Shubham Developers and that firm has no connection to the

disputes at hand. The Appellants also contend that Meena, Defendant

No. 10 was merely a power of attorney holder of Agalave, Defendant No.

1 and therefore there was no need to make her a party to the Suit when

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Agalave had been made a party to the Suit. Clever drafting to purport to

bring within the mix a purported non-signatory to the arbitration

agreement, they contend, would not be of assistance to sustain the

jurisdiction for the Suit.

15. According to the Original Plaintiffs, they have been

defrauded. The Original Plaintiffs also allege lack of consideration for

the Cancellation Deed. They contend that all the surrender of Shubham

Developers' interests on March 5, 2019 are a fraud on the partnership

firm and has resulted in properties worth Rs. ~23.45 crores being given

up without consideration. Fraud being in the realm of public law, they

contend that no arbitral tribunal can adjudicate the same.

16. They contend that while they have indeed sought a

declaration that the Dissolution Deed and the Cancellation Deed are

illegal and a product of fraud, they have sought other reliefs too. The

Appellants cannot pick a couple of them and indicate that reliefs sought

pertain to an arbitrable dispute. They had sought a declaration that a

registered power of attorney issued by Agalave in favour of Bhoir is

illegal. The Suit seeks return of the properties of Shubham and has also

sought the cancellation of a release deed between Agalave and Ranade.

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Therefore, they submit, the subject matter of the Suit cannot be said to

be same as the subject matter of the arbitration agreement.

17. The Original Plaintiffs No. 2 and 3 also raise the issue of

privity on the ground that they are personally not parties to the

Cancellation Deed. Likewise, Meena is not a party to the Development

Agreement. Therefore, they contend, without privity, Meena had no

locus to file an application under Section 8 of the Act.

Impugned Order:

18. The Impugned Order has noticed all the relevant case law

governing the interpretation and application of Section 8 of the Act. It

copiously extracts from such case law. However, it has held them to be

irrelevant in the facts of the case. What has weighed with the Learned

Civil Judge is that Meena is a party to the Suit but has no privity to the

Development Agreement. The Learned Civil Judge has noted that

Meena is a constituted attorney of Agalave but has stated that the power

of attorney had no reference to executing sales. The Impugned Order

notes that the Suit mentions a parcel of land different from the parcel of

land mentioned in the power of attorney.

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19. What has really swung the decision in the Impugned Order

appears to be the belief that an arbitral tribunal does not have the

authority or the power to declare an executed document as being null

and void. The Learned Civil Judge has ruled that it cannot be said that

the matter can be adjudicated by an arbitral tribunal. Therefore both

the Section 8 Applications have been rejected.

Analysis and Findings:

20. I have heard Mr. Mandar Soman, Learned Advocate on behalf

of the Appellants and Mr. Madhukar Dorkar, Learned Advocate on

behalf of the Original Plaintiffs. With their assistance and the cogent

written notes on submissions tendered by them, I have closely examined

the material on record including the pleadings in the Suit along with all

its annexures.

21. The core basis of the Impugned Order is two-fold - the

absence of privity of Meena to the Development Agreement; and the

perceived lack of power in an arbitral tribunal to declare an executed

instrument to be null and void. I am unable to be persuaded about the

approach of the Learned Civil Judge and the conclusions drawn on both

counts.

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22. I have also been mindful that this is an appellate jurisdiction

under Section 37 unlike the limited jurisdiction under Section 34.

Therefore, I have also examined the entire record to compare the

subject matter of the Suit and the subject matter of the potential

arbitration to see if the Impugned Order is sustainable.

23. At the heart of the Suit are the inter-partner disputes among

the partners of Shubham. Majority partners comprising the Appellants

have resolved to dissolve Shubham. Clause 19 of the Partnership Deed

provides for precisely such eventuality. Clause 20 of the Partnership

Deed squarely covers all disputes and differences relating to such

dissolution. The subject matter of the Suit and the subject matter of the

arbitration agreement contained in Clause 20 are similar in character.

An arbitral tribunal will indeed be able to examine all facets of the

allegations and adjudicate the same. Indeed, if it is found that the

evidence points to a fraud, the arbitral tribunal would most certainly be

able to declare that the Dissolution Deed is void.

24. The other cause of action perceived by the Original Plaintiffs

No. 2 and 3 is through Shubham. They have no privity to the

Development Agreement, but their interest in the Development

Agreement is through Shubham, which stands dissolved. Indeed, the

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legality of such dissolution is subject matter of the dispute, and that can

be resolved by reference to arbitration. Disputes and differences under

the Development Agreement can only be disputes and differences

between Shubham and the Original Landowners.

25. The Original Landowners issued a notice of cancellation to

Shubham on July 16, 2016, which was contested by the Original Plaintiff

No. 2 but more than seven months later, on February 22, 2017. The

Dissolution Deed is dated April 23, 2018, on which date, Shubham

ought have stood dissolved and ceased to exist. The Cancellation Deed

is executed only on March 5, 2019, nearly one year later, purporting to

be on behalf of Shubham, rather than the majority of the erstwhile

partners of the erstwhile firm. However, the recitals in the Cancellation

Deed squarely record the flow of events including the Dissolution Deed

and the public notices issued pursuant to the Dissolution Deed, which

indeed record the dissolution as of April 23, 2018. The Cancellation

Deed is meant to give certainty to the Original Landowners.

26. Evidently, the Original Plaintiffs No. 2 and 3 are opposed to

the dissolution of Shubham and also to the cancellation of the

Development Agreement. Whether the disputes over the absence of

progress under the Development Agreement are genuine or fraudulent,

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leading to the Cancellation Deed; and indeed whether the dissolution of

Shubham under the Dissolution Deed was genuine or fraudulent would

all be matters that squarely fall within the scope of the respective

arbitration agreements. It is possible that two distinct arbitrations

under the two distinct heads could run at cross purposes and it could be

inconvenient at the least or chaotic at the worst, in such eventuality.

Section 8 Analysed:

27. In that context, it would be necessary to examine the

provisions of Section 8 of the Act, which read thus:

"8. Power to refer parties to arbitration where there is an arbitration agreement.-(1) A judicial authority before which an action is brought in a matter which is the subject of an arbitration agreement shall, if a party so applies not later than when submitting his first statement on the substance of the dispute, refer the parties to arbitration.

(2) The application referred to in sub-section (1) shall not be entertained unless it is accompanied by the original arbitration agreement or a duly certified copy thereof.

(3) Notwithstanding that an application has been made under sub-

section (1) and that the issue is pending before the judicial authority, an arbitration may be commenced or continued and an arbitral award made."

[Emphasis Supplied]

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28. Across case law relating to Section 8 proceedings, it is seen

that the standard test that the Court must apply is to examine if there is

an arbitration agreement; whether a party to that agreement has

brought proceedings before the Court; and whether the subject matter

of the action brought before the Court is the subject matter of the

arbitration agreement; and another party applies for referral to

arbitration invoking Section 8, before filing the first statement on the

substance of the dispute.

29. Reference in this regard may be made to the ruling of the

Supreme Court in Anand Gajapathi Raju1, which sets out this standard

for attracting the jurisdiction of Section 8 in clear terms, and which

standard has not changed. Indeed, the scope of the Section 8 Court's

review is wider than the scope under Section 11, where the Court must

confine itself to an "examination" of whether an arbitration agreement

exists. After the amendments in 2015, under Section 8 the reference

must be made "unless it finds that prima facie no valid arbitration

agreement exists", which necessitates returning a prima facie "finding".

30. To return such a finding, "the Court before which an action is

brought" must review the pleadings in the action brought and compare

P. Anand Gajapathi Raju and Ors. Vs. PVG Raju (Dead) and Ors. - (200) 4 SCC

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it with the content of the arbitration agreement, and then apply its mind

to see whether the finding indicated can be reached.

31. In the facts of this case, the dispute about whether Shubham

is able to persevere with the project covered by the Development

Agreement was evidently brewing well before the Dissolution Deed and

the Cancellation Deed. Notices were traded among the parties. The

Original Landowners alleged that Shubham had defaulted in completing

its obligations under the Development Agreement. Shubham contested

the stand of the Original Landowners. Eventually the parties resolved

by way of the Cancellation Deed. Before that, the partners of Shubham

could not build consensus but there was consensus on the way forward

among partners owning 74% of Shubham. Clause 19 of the Partnership

Deed provided for a dissolution by a majority of the partners, which is

what these partners utilised to effect the Dissolution Deed.

32. Arguably, there are two separate and distinct causes of action

involved in the Suit - one pursued by the Original Plaintiffs against the

rest of the partners of Shubham; and the other, that the Original

Plaintiffs would pursue against both the Appellants and the Original

Landowners. However, the inconvenience or chaos that could emerge

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from two parallel arbitration proceedings could be obviated by referring

both disputes to the same arbitral tribunal.

Privity and Arbitrability:

33. Therefore, the real question is whether the disputes are not

arbitrable at all. The Learned Civil Judge has held that the disputes are

not arbitrable. I am not persuaded to agree with his assessment.

34. First, in my opinion, the role of Meena has been overstated in

the Impugned Order. Meena was simply the constituted attorney of

Agalave, who was himself a party, and upon his demise, his interests

were represented by his legal heirs including Meena and her son. The

absence of privity for Meena to the Development Agreement is a red

herring and a misleading distraction, since the dispute involves the

principal and not the agent - Agalave was always a party and disputes

between Shubham and Agalave are indeed arbitrable. Therefore,

basing a significant part of the reasoning on the absence of privity on

the part of Meena, has eroded a material portion of the substance in the

Impugned Order. Even if one were to analyse Meena on her own

standing, being the wife of Agalave, legal heir and also a constituted

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attorney, she would be an alter ego and a related party of Agalave,

making her a veritable party despite not being a signatory.

35. This is a principle now well articulated in Cox and Kings2, as

elaborated in ASF Buildtech3. Paragraph 109 of ASF Buildtech puts it

well, in these words:

"109. From the above exposition of law, it can be seen that there is nothing within the scheme of the Act, 1996, which prohibits or restrains an arbitral tribunal from, impleading a non-signatory to the arbitration proceedings on its own accord. So long as such impleadment is undertaken upon a consideration of the applicable legal principles -- including, but not limited to, the doctrines of 'group of companies', 'alter ego', 'composite transaction', and the like --the arbitral tribunal is fully empowered to summon the non- signatory to participate in the arbitration. This autonomy stems from the broad jurisdiction conferred upon arbitral tribunals under the Act, 1996 to rule upon their own jurisdiction, including any objections with respect to the existence or validity of the arbitration agreement, as enshrined under Section 16. The impleadment of a non-signatory, being fundamentally a question of jurisdiction and consent, Special Leave Petition (C) No. 21286 of 2024 Page 142 of 190 falls squarely within the province of the tribunal's powers, free from any statutory prohibition."

[Emphasis Supplied]

Cox and Kings Ltd. v. SAP India (P) Ltd., (2024) 4 SCC 1.

ASF Buildtech (P) Ltd. v. Shapoorji Pallonji & Co. (P) Ltd. - 2025 SCC OnLine SC

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Fraud and Arbitrability:

36. Second, the purported non-arbitrability of fraud appears to

have weighed with the Learned Civil Judge. Here again, the real point

has been missed. Clearly, the law on arbitral tribunals being

empowered to deal with allegation of fraud has been distilled and

articulated in very clear terms since the earlier position obtaining from

N. Radhakrishnan4 where the Supreme Court had taken a view that

where fraud was alleged in the books of accounts and records of a

partnership firm, it fell in the domain of the Courts - thereby, a decision

to repel a Section 8 Application was held to be right.

37. However, the law has since moved on from that position. The

principle that rights in rem cannot be adjudicated by arbitration, which

is essentially a forum privately created by parties enjoying mutual rights

and obligations in personam, had been applied to fraud in a blanket

manner. However, where there is a fraud against society at large (in

rem), as opposed to fraud within the scope of implementing or inducing

a contract containing an arbitration clause, the issue of fraud would

indeed be arbitrable.

N. Radhakrishnan vs. Maestro Engineers - (2010) 1 SCC 72

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38. In Ayyasamy5, the Supreme Court held that the mere

allegation of fraud would not dispel arbitrability. It is only in cases

where it is found that allegations are very serious that the Section 8

Court may ignore the arbitration agreement and continue with the

proceedings. Even the existence of the arbitration agreement itself

having been obtained by fraud was kept within the ambit of potential

non-arbitrability. However, the law is emphatically summarised and set

out subsequently by a three-judge bench of the Supreme Court in

Deccan6, repelling the case for not making a reference to arbitration

where it was argued that an arbitral tribunal could not be called upon to

cancel three written instruments, and that when there is a serious

allegation of fraud, the arbitrator's jurisdiction gets ousted. The

following extract is noteworthy:-

6. We have, in our judgment in Avitel Post Studioz Ltd. v. HSBC PI Holdings (Mauritius) Ltd. 10, laid down the law on invocation of the "fraud exception" in some detail, which reasoning we adopt and follow. The said judgment indicates that given the case law since N. Radhakrishnan, it is clear that N. Radhakrishnan, as a precedent, has no legs to stand on. If the subject-matter of an agreement between the parties falls within Section 17 of the Contract Act, 1872, or involves fraud in the performance of the contract, as has been held in the aforesaid judgment, which would amount to deceit, being a civil

A. Ayyasamy vs. A. Paramasivam - (2016) 10 SCC 386

Deccan Paper Mills Co. Ltd. Vs. Regency Mahavir Properties - (2021) 4 SCC 786

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wrong, the subject-matter of such agreement would certainly be arbitrable. Further, we have also held that merely because a particular transaction may have criminal overtones as well, does not mean that its subject-matter becomes non-arbitrable. We have no doubt that Shri Navare is right in his submission that there is no averment that the agreement dated 20-5-2006 and the deed of confirmation dated 13-7-2006 were not entered into at all, as a result of which the arbitration clause would be non-existent. Further, it is equally clear that the suit is one that is inter partes with no "public overtones", as has been understood in paras 34 and 35 of Avitel, as a result of which this exception would clearly not apply to the facts of this case.

[Emphasis Supplied]

39. This is an emphatic declaration of the law by a larger bench of

the Supreme Court, comprising three judges. Evidently, the Supreme

Court has ruled that fraud in inducing a party into executing a contract

as set out in Section 17 of the Indian Contract Act, 1872, or fraud in the

performance of a contract, would be in the nature of a civil wrong and is

eminently arbitrable. Merely on the ground that there are "criminal

overtones" or because a party claims that there are "public overtones",

the dispute would not become non-arbitrable.

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Specific Relief to Void and Arbitrability:

40. Deccan has also dealt with the proposition that a prayer to

declare an instrument illegal, a relief envisaged under Section 31 of the

Specific Relief Act, 1963, would not be rendered non-arbitrable. Merely

because Courts have the power to grant specific performance, it would

not follow that the parties could not agree upon a privately chosen

arbitral tribunal having the same power to grant such declaratory

specific relief. The Supreme Court held that the relief that is sought and

granted in the form of declaring an instrument to be void, would end up

being a relief in personam among the parties to that instrument and not

a relief in rem against the world at large. The following extracts from

Paragraphs 21 and 22 would be appropriate:

The principle behind the section is to protect a party or a person having a derivative title to property from such party from a prospective misuse of an instrument against him. A reading of Section 31(1) then shows that when a written instrument is adjudged void or voidable, the Court may then order it to be delivered up to the plaintiff and cancelled --in exactly the same way as a suit for rescission of a contract under Section 29. Thus far, it is clear that the action under Section 31(1) is strictly an action inter partes or by persons who obtained derivative title from the parties, and is thus in personam.

22. Let us see whether Section 31(2) makes any difference to this position in law. According to the judgment in Aliens Developers, the

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moment a registered instrument is cancelled, the effect being to remove it from a public register, the adjudicatory effect of the court would make it a judgment in rem. Further, only a competent court is empowered to send the cancellation decree to the officer concerned, to effect such cancellation and "note on the copy of the instrument contained in his books the fact of its cancellation". Both reasons are incorrect. An action that is started under Section 31(1) cannot be said to be in personam when an unregistered instrument is cancelled and in rem when a registered instrument is cancelled. The suit that is filed for cancellation cannot be in personam only for unregistered instruments by virtue of the fact that the decree for cancellation does not involve its being sent to the registration office -- a ministerial action which is subsequent to the decree being passed.

[Emphasis Supplied]

41. Applying the aforesaid declaration of the law to the facts of

this case, it is clear as daylight to me that the Impugned Order cannot be

sustained. The Partnership Deed is a private contract among the

partners of Shubham. The Development Agreement is a private

contract between Shubham and the Original Landowners. Declaring the

Dissolution Deed to be void, in order to revive the Partnership Deed and

declaring the Cancellation Deed to be void, in order to revive the

Development Agreement would not become actions in rem. It may

eventually have implications in rem as could any in personam

instruments being revived but no in rem rights would be eroded in

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taking the decision on whether to declare the instruments to be void and

on whether to revive a dead instrument.

42. The Impugned Order is singularly inarticulate on this facet of

the matter and summarily deals with the issue in one sweep in the

conclusion. The Supreme Court's decision in Deccan puts paid to the

very basis and logic on which the Impugned Order is founded.

Potentially, well aware of this position in law, the Original Plaintiffs

have sought to present a Rs. ~23.45 crore tax implication. This is

disingenuous. A mere incantation of a mantra of "fraud" or for that

matter "public impact" would not lead to the subject matter of a suit

prosecuted by a party to an arbitration agreement on an arbitrable

subject matter, becoming non-arbitrable.

Conclusion and Directions:

43. Therefore, in my opinion, the Appeal deserves to be allowed

and the Impugned Order necessarily has to be set aside.

44. Since the Impugned Order is being set aside, it would become

necessary to refer the parties to arbitration. As stated above, the

potential inconvenience or chaos can be squarely addressed by making a

reference of all disputes and differences relating to each of the

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Partnership Deed, and indeed the Development Agreement, to the same

arbitral tribunal. Clause 20 of the Partnership Deed does not

contemplate the size of the arbitral tribunal while Clause 26 of the

Development Agreement contemplates that the arbitral tribunal may

also comprise a sole arbitrator.

45. In these circumstances the subject matter of the Suit is

hereby referred to an arbitral tribunal, which is hereby constituted in

the following terms:

A) Justice (Retd.) S.V. Gangapurwala, former judge of

this Court and former Chief Justice of Madras High

Court Judge of this Court, is hereby appointed as the

Sole Arbitrator to adjudicate upon the disputes and

differences between the parties arising out of and in

connection with the Agreement referred to above;

Email ID: [email protected]

B) A copy of this Order will be communicated to the

Learned Sole Arbitrator by the Advocates for the

Petitioner/Applicant within a period of one week from

the date of upload of this order. The

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Petitioner/Applicant shall provide the contact and

communication particulars of the parties to the

Arbitral Tribunal along with a copy of this Order;

C) The Learned Sole Arbitrator is requested to forward

the statutory Statement of Disclosure under Section

11(8) read with Section 12(1) of the Act to the parties

within a period of two weeks from receipt of a copy of

this Order;

D) The parties shall appear before the Learned Sole

Arbitrator on such date and at such place as indicated,

to obtain appropriate directions with regard to

conduct of the arbitration including fixing a schedule

for pleadings, examination of witnesses, if any,

schedule of hearings etc. At such meeting, the parties

shall provide a valid and functional email address

along with mobile and landline numbers of the

respective Advocates of the parties to the Arbitral

Tribunal. Communications to such email addresses

shall constitute valid service of correspondence in

connection with the arbitration;