Madras High Court
Casagrand Covaan Private Limited vs Sri Karthikeya Spinning And Weaving on 4 November, 2025
Author: N.Anand Venkatesh
Bench: N.Anand Venkatesh
Arbitration Original Petition (Com.Div.) No.236 of 2025
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED: 04.11.2025
CORAM
THE HONOURABLE MR.JUSTICE N.ANAND VENKATESH
Arbitration Original Petition (Com.Div.) No.236 of 2025
Casagrand Covaan Private Limited
represented by its Authorised Signatory
K.B.Bhavaani Gopan
NPL DEVI, New Number 111,
Old Number 59, LB Road,
Thiruvanmiyur, Chennai - 600 041. .... Petitioner
Vs.
Sri Karthikeya Spinning and Weaving
Mills Private Limited,
previously known as
Sri Karthikeeya Mills Private Limited,
No.484, Kamaraj Road,
Uppilipalayam, Coimbatore - 641 015. .... Respondent
Arbitration Original Petition (Com.Div.) filed under Section
11(6)(a) of the Arbitration and Conciliation Act, 1996, praying to appoint
an Arbitrator to resolve the dispute between the petitioner and the
respondent arising under the Arbitration Contract of Agreement of Sale
dated 09.03.2024.
For Petitioner : Mr.N.L.Rajah, Senior Counsel
for M/s.Ganesh & Ganesh
For Respondent : Mr.P.S.Raman, Senior Counsel
for Ms.Varuni Mohan
*****
1/8
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
ORDER
This petition has been filed under Section 11 (6) of the
Arbitration and Conciliation Act, 1996 [for brevity 'the Act'] for
appointment of an Arbitrator to resolve the disputes between the
petitioner and the respondent arising under the Arbitration Contract of
Agreement of Sale dated 09.03.2024.
2. When the petition came up for final hearing on 27.10.2025,
this Court passed the following order:
"Heard Mr.N.L.Rajah, learned Senior Counsel for the
petitioner and Mr.P.S.Raman, learned Senior counsel for the
respondent.
2. The original agreement of sale dated 09.03.2024
contains an arbitration clause at Clause 20. This covers only 3
acres of contiguous land, out of total extent of 4 Acres and 30
Cents. Both sides do not have any dispute with respect to the
arbitration clause being available in this agreement. The next
document is the letter of intent for joint development dated
21.09.2024 which covers another extent of 3.2 acres. By virtue of
this agreement, the parties had intended to go for a joint
development of the property.
3. Thereafter, there was some exchange of mails where
the extent was increased by one acre and it is contended on the
side of the petitioner that the parties were discussing on the joint
development for the entire 7.5 acres.
4. The learned Senior counsel appearing on behalf of
the respondent submitted that the letter of intent dated
21.09.2024 is a stand alone agreement, which does not contain an
arbitration clause. It was further submitted that there is not even
a reference to the agreement of sale dated 09.03.2024 in this
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
document. The learned Senior counsel denied the fact that there
was any consensus between the parties insofar as the additional
one acre that is now sought to be brought into the dispute. Thus,
the learned Senior counsel submitted that if at all the reference is
made, it should only be confined to three acres of land, which is
covered under the agreement of sale dated 09.03.2024.
5. The main issue that may arise in this case is
regarding the identity of the property. Neither in the agreement of
sale dated 09.03.2024 nor in the letter of intent dated 21.09.2024,
there is a proper description of the property and these small
pockets of land forms part of the total extent of 16 acres. Hence,
unless the area is identified, the respondent will not be able to
utilise the entire extent.
6. In view of the above, the learned Senior counsel for
the respondent submitted that he will produce a map by
demarcating the area of land covered under the agreement of sale,
letter of intent and exchange of letters between the parties.
7. Post this case on 04.11.2025 under the caption for
orders."
3. Pursuant to the above order, the matter was taken up for
hearing today.
4. Learned Senior Counsel appearing for petitioner, by relying
upon copious communications between the parties through e-mail
exchanges, submitted that the letter of intent for joint development dated
21.09.2024 and the subsequent agreement between the parties to swap
the lands were all part of the original agreement of sale dated 09.03.2024.
Therefore, it was contended that there were supplementary agreements
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
between the parties, which should form part of the original agreement of
sale dated 09.03.2024. To substantiate this submission, learned Senior
Counsel relied upon the judgment of the Apex Court in Chloro Controls
India Private Limited v. Severn Trent Water Purification Inc. and
others [(2013) 1 SCC 641] and the learned Senior Counsel specifically
placed reliance upon paragraph Nos.44 to 51 in the said judgment.
Learned Senior Counsel also placed reliance upon the judgment of the
Apex Court in Cheran Properties Limited v. Kasturi and Sons Limited
and others [(2018) 16 SCC 413].
5. Per contra, learned Senior Counsel appearing on behalf of
the respondent submitted that the communication between the parties
shows that what was agreed through the agreement of sale dated
09.03.2024 will only cover three acres of contiguous land. All the
subsequent discussions between the parties do not form part of the
original agreement of sale. The letter of intent for Joint Development
dated 21.09.2024 is a stand alone agreement and the arbitration clause
contained in the agreement for sale dated 09.03.2024 cannot be
incorporated into this
letter of intent. To substantiate this submission, learned Senior Counsel
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
relied upon the order passed in Arbitration Application No.488 of 2025
dated 04.09.2025. Learned Senior Counsel also placed reliance upon the
judgment of the Apex Court in NBCC (India) Limited v. Zillion Infra
Projects Private Limited [2024 (7) SCC 174].
6. Pursuant to the earlier directions issued by this Court,
learned Senior Counsel also produced the rough sketch showing
demarcation of the area of the land covered under the agreement of sale,
letter of intent and the exchange of communications between the parties.
7. In the considered view of this Court, while dealing with an
application under Section 11 of the Act, this Court has to only see if there
is a valid agreement between the parties in line with Section 7 of the Act
and it contains an arbitration clause, nothing more and nothing less.
Useful reference can be made to the judgment of the Apex Court in Duro
Felguera, S.A. v. Gangavaram Port Ltd. [(2017) 9 SCC 729].
8. The bone of contention raised by learned Senior Counsel
appearing on either side pertains to the extent of property that forms part
of the dispute between the parties. It will be beyond the jurisdiction of
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
this Court to go into this issue and decide as to whether the dispute will
confine itself only to 3 acres or it must be extended to 7.5 acres. It is
purely a question of fact which has to be decided based on the documents
relied upon by the parties. What is not in dispute is that there is an
agreement of sale between the parties on 09.03.2024 and it contains an
agreement clause at Clause 20. This will suffice for the present, to refer
the dispute to the Arbitral Tribunal and insofar as the extent of property
that is the subject matter of dispute, it will be open to the Arbitral
Tribunal to decide the same based on the documents relied upon and the
evidence let in by the parties. It is not necessary for this Court to render
any finding on this issue. Hence, it is made clear that the total extent of
the property, which got enlarged due to the subsequent letter of intent for
joint development and the subsequent communications between the
parties, is a matter which will be decided by the Arbitral Tribunal.
9. The agreement between the parties contemplates
appointment of an Arbitral Tribunal consisting of three members.
Considering the nature of dispute between the parties, this Court
suggested to the learned Senior Counsel appearing on either side as to
whether a Sole Arbitrator can be appointed so that the parties need not
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
incur exorbitant cost. Learned Senior Counsel appearing on either side
accepted the said suggestion after getting instructions from the respective
instructing counsel.
10. In the light of the above discussion, this Court appoints
Hon'ble Mr.Justice R.S.Ramanathan, Former Judge, Madras High Court,
"Parijatham", Old No.4-B2, New No.15, Rajagopalan Street, Valmiki
Nagar, Tiruvanmiyur, Chennai - 600 041 [94442 22391], as the Sole
Arbitrator and the Hon'ble sole Arbitrator is requested to adjudicate the
arbitral disputes that had arisen between the parties and render arbitral
award by holding sittings in any venue to the convenience of all
concerned and render an award and fee of Hon'ble Sole Arbitrator shall
be in accordance with the Madras High Court Arbitration Centre
(MHCAC) (Administrative Cost and Arbitrator's Fees) Rules 2017.
Accordingly, this petition is disposed of.
04.11.2025
gm
N.ANAND VENKATESH, J.
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
Arbitration Original Petition (Com.Div.) No.236 of 2025
gm
Arbitration Original Petition (Com.Div.) No.236 of 2025
04.11.2025
https://www.mhc.tn.gov.in/judis ( Uploaded on: 05/11/2025 07:27:17 pm )
