[Cites 6, Cited by 0]
Bombay High Court
Puranmal Sons vs Wavin India Holdings Private Limited on 27 January, 2026
2026:BHC-OS:2371
Neeta Sawant 46-CARAP-658-2025.docx
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMMERCIAL ARBITRATION APPLICATION NO. 658 OF 2025
Puranmal Sons .....APPLICANT
: VERSUS :
Wavin India Holdings Pvt. Ltd. ....RESPONDENT
Ms. Varshini Sunder i/b Mr. Shobhit H. Khandelwal for the Applicant.
Mr. Ankit Premchandani (through VC) for the Respondent.
CORAM : SANDEEP V. MARNE, J.
DATED : 27 JANUARY 2026.
P.C :
1) This is an application filed under Section 11 of the
Arbitration and Conciliation Act, 1996 (Arbitration Act) for
adjudication of disputes and differences between the parties arising out
of Distribution Agreement dated 25 March 2022.
2) I have heard Ms. Sunder, the learned counsel appearing for
the Applicant and Mr. Premchandani, learned counsel appearing for
the Respondent.
3) Perusal of the Distribution Agreement indicates presence
of arbitration clause no.15 as under :
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15. APPLICABLE LAW & DISPUTE RESOLUTION
15. 1 The contractual relationship under this Agreement shall be
governed by the laws of India.
15.2Any dispute, controversy or claim between the Parties shall be
settled by arbitration in accordance with the (Indian) Arbitration and
Conciliation Act, 1996 ("Rules"). The venue of the proceedings shall be
in Mumbai and all proceedings in the arbitration shall be conducted in
English. Parties hereby agree that the dispute, controversy or claim
shall be resolved by a sole arbitrator who shall be agreed between
Parties within thirty (30) business days from the date of submission of
the dispute for arbitration; failing which a sole arbitrator shall be
appointed in accordance with the said Rules.
15.3 The decision and award of sole arbitrator shall be in writing,
stating the reasons for the award, and Parties herein confirm and agree
that such decision and award which shall be final and conclusive and
binding upon the Parties. The winning Party shall be entitled (but not
obliged) to enter judgment thereon in any one or more of the highest
courts having jurisdiction. The Parties further agree that the sole
arbitrator shall also have the power to decide on the costs and
reasonable expenses (including reasonable fees of its counsel) incurred
in the arbitration and award interest up to the date of the payment of
the award. The costs of arbitration shall be borne by the losing Party
unless outwise determined by the sole arbitrator.
15.4 Except for them atters under dispute and bieng arbitrated, the
Parties shall continue to exercise their remaining respective rights,
and perform their remaining duties and obligations under this
Agreement.
15.5 The provisions of this Article 15 shall survive the expiry and/or
termination of this Agreement.
4) However, the Respondent contends that the Distribution
Agreement has not been signed by it. Ms. Sunder draws my attention
to the tax invoices in support of her claim that the Respondent has
acted in accordance with the Distribution Agreement, supplied goods
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and raised invoices. Mr. Premchandani, does not dispute supply of
goods and raising of invoices on the Applicant. He however submits
that the transactions between the parties have been occurring since
the year 2016 and that therefore transactions do not emanate out of
the alleged Distribution Agreement dated 25 March 2022. Be that as it
may. Prima facie, it appears that the Respondent has acted in
accordance with the Distribution Agreement dated 25 March 2022 by
supplying goods and by raising invoices. Therefore, it cannot be
contended that there is total absence of arbitration agreement between
the parties on account of Respondent not being signatory to the
Distribution Agreement.
5) The next objection sought to be raised on behalf of the
Respondent is that parties have not agreed for seat of arbitration in
Mumbai and what is agreed in para-15.2 is only the venue. He also
submits that after execution of the agreement, tax invoices are issued
which provide for jurisdiction of Courts at registered office of the
Respondent in the event of any disputes. He would accordingly submit
that in the tax invoice, the clause of arbitration is substantially
modified and that the jurisdiction would be decided in accordance with
the condition stipulated in the invoice. I am unable to agree. The
invoice does not contain an independent arbitration clause. The
invoices are raised only for the purpose of demanding monies in
respect of the transactions of supply of goods in pursuance of the
Distribution Agreement. Therefore the arbitration clause in the
Distribution Agreement would govern the dispute resolution
mechanism and not the terms and conditions printed on the invoices.
So far as Mumbai being specified as venue of the agreement, the law
now is well settled in BGS SGS Soma JV Versus. NHPC Limited 1 that venue
can become seat if the arbitration clause is silent on seat of arbitration.
1 (2020) 4 SCC 234
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In that view of the matter, Mumbai is agreed to be the seat of
arbitration by the parties.
6) In my view, there is an express agreement for arbitration
between the parties and therefore it would be just and proper to
constitute Arbitral Tribunal of asole Arbitrator for adjudication of
disputes and differences arising between the parties out of the
Distribution Agreement dated 25 March 2022. I accordingly proceed
to pass the following order :
(A) Ms. Shubra Swami, an Advocate of this Court is appointed
as Sole Arbitrator to adjudicate upon the disputes and
differences between the parties arising out of an Distribution
Agreement referred to above. The contact details of the
Arbitrator are as under :
Email ID :- [email protected]
Mobile No.: 98207 29283
(B) A copy of this order be communicated to the learned sole
Arbitrator by the Advocate for the Applicant within a period of
one week from the date of uploading of this order. The Applicant
shall provide the contact and communication particulars of the
parties to the Arbitral Tribunal alongwith 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 2 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 by her to obtain
appropriate direction with regard to conduct of the arbitration
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including fixing a schedule for pleadings, examination of
witnesses, if any, schedule of hearings etc.
(E) The fees of the sole Arbitrator shall be as prescribed under
the Bombay High Court (Fee Payable to Arbitrators) Rules, 2018
and the arbitral costs and fees of the Arbitrator shall be borne by
the parties in equal portion and shall be subject to the final Award
that may be passed by the Tribunal.
7) All rights and contentions of the parties, including the
issue of jurisdiction are expressly kept open to be raised before the
Arbitral Tribunal. With the above directions, the Commercial
Arbitration Application is disposed of.
Digitally
signed by
NEETA
NEETA SHAILESH
SHAILESH SAWANT
SAWANT
[SANDEEP V. MARNE, J.]
Date:
2026.01.28
17:31:43
+0530
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