ARB.P. 1880/2025 and connected matter Page 1 of 18

$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI

Judgment reserved on: 12.01.2026

Judgment pronounced on: 28.01.2026

+ ARB.P. 1880/2025

DHARAMPAL SATYAPAL LIMITED .....Petitioner

Through: Mr. Saket Sikri, Mr. Nikhil

Kohli, Mr. Ishan Gaur, Mr.

Sameer Rohatgi, Mr. Kushank

Garg, Mr. Akshaya Ganpath

and Ms. Saumya Tiwari,

Advocates.

versus

NICHE BUILDERS AND CONTRACTORS PRIVATE

LIMITED .....Respondent

Through: Mr. Arvind Nayar, Senior

Advocate along with Ms. Neeha

Nagpal, Mr. Malak Bhatt and

Mr. Nikunj Mahajan,

Advocates.

+ O.M.P.(I) (COMM.) 383/2025 & I.A. 612/2026 (Seeking

vacation of stay)

DHARAMPAL SATYAPAL LIMITED .....Petitioner

Through: Mr. Saket Sikri, Mr. Nikhil

Kohli, Mr. Ishan Gaur, Mr.

Sameer Rohatgi, Mr. Kushank

Garg, Mr. Akshaya Ganpath

and Ms. Saumya Tiwari,

Advocates.

versus

NICHE BUILDERS AND CONTRACTORS PVT LTD

.....Respondent

Through: Mr. Arvind Nayar, Senior

ARB.P. 1880/2025 and connected matter Page 2 of 18

Advocate along with Ms. Neeha

Nagpal, Mr. Malak Bhatt and

Mr. Nikunj M ahajan,

Advocates.

CORAM:

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN

SHANKAR

J U D G M E N T

HARISH VAIDYANATHAN SHANKAR, J.

1. The Petition, being ARB.P. 1880/2025

1

, has been filed under

Section 11(6) of the Arbitration and Conciliation Act, 1996

2

,

seeking the appointment of an arbitrator to adjudicate the disputes that

have arisen inter se the parties, arising out of the Agreement to Sell

dated 07.12.2019

3

.

2. The Petition, being O.M.P.(I) (COMM.) 383/2025

4

, has been

filed under Section 9 of the Act seeking the following reliefs:-

“(i) Restrain the Respondent, its representatives, attorneys,

heirs, executors, administrators, successors and permitted

assigns etc. from directly or indirectly, selling, transferring,

alienating or creating any third party rights in any manner

whatsoever with respect to the commercial property

consisting of Amalgamated Units No. 4 & 5, admeasuring

2022 sq. ft. (built-up area) on the Ground Floor, A-Wing of

Gundecha Heights, situated at L.B.S Marg, Kanjur Marg

(West), Mumbai-400078, which is a subject matter of the

Agreement to Sell dated 07.12.2019;

(ii) Direct the Respondent, its representatives, attorneys, heirs,

executors, administrators, successors and permitted assigns,

to jointly and severally maintain status quo as to the

possession and title of the commercial property consisting

of Amalgamated Units No. 4 & 5, admeasuring 2022 sq. ft.

(built-up area) on the Ground Floor, A-Wing of Gundecha

1

Section 11 Petition

2

Act

3

ATS

4

Section 9 Petition

ARB.P. 1880/2025 and connected matter Page 3 of 18

Heights, situated at L.B.S Marg, Kanjur Marg (West),

Mumbai-400078, during the pendency of the proposed

Arbitration proceedings;

(iii) Pass ex parte ad interim orders in terms of prayers (i) to (ii)

above;

(iv) Pass any such other or further order/orders as this Hon'ble

Court may deem fit and proper in the facts and

circumstances of the case.”

3. With the consent of the parties, both matters were taken up for

hearing together and accordingly shall be disposed of by way of this

common Judgement.

4. Further, for the sake of clarity, convenience and brevity, unless

otherwise mentioned, the Petitioner in both the Petitions, being

„Dharampal Satyapal Limited‟, shall be hereinafter referred to as

“Petitioner” and the Respondent in both the Petitions, being „Niche

Builders And Contractors Pvt Ltd‟, shall be hereinafter referred to as

“Respondent”.

5. Shorn of unnecessary details, the facts germane to the

institution of and as stated in the present Petitions are as follows:-

i. The parties herein entered into an ATS for the commercial

property consisting of Amalgamated Unit Nos. 4 and 5,

admeasuring 2022 sq. ft. (built-up area) on the Ground

Floor, A-Wing of Gundecha Heights, situated at L.B.S

Marg, Kanjur Marg (West), Mumbai - 40008, bearing CTS

No. 607B/1/A of Village Kanjur

5

.

ii. It is stated in the Petitions that by way of the ATS, the

Respondent agreed to sell, convey, transfer and assign the

Demised Property to the Petitioner, free from all

5

Demised Property

ARB.P. 1880/2025 and connected matter Page 4 of 18

encumbrances, along with the ownership rights, for a total

consideration of Rs. 8,00,00,000/- (Rupees Eight Crores

Only).

iii. It is further stated in the Petitions that the ATS was

indeterminable as there existed no termination clause, and

accordingly, the ATS creates indefeasible rights in favour of

the Petitioner.

iv. The Petitions further state that, as agreed between the parties,

the Petitioner had paid an amount of Rs. 4,00,00,000/- (Rupees

Four Crores Only) on the date of execution of the ATS, i.e.,

07.12.2019 and thereafter paid an amount of Rs. 1,00,00,00/-

(Rupees One Crore Only) to the Respondent on 02.09.2020.

v. It is stated that, in terms of the ATS, more specifically Clause

2(b) thereof, the payment of the balance consideration was to

be paid by the Petitioner within 12 months from the date when

the Respondent handed over the vacant physical possession of

the Demised Premises to the Petitioner. Clause 2(b) of the

ATS reads as under:

“2(b) the payment of the balance sale consideration of Rs.

4,00,00,000/- (Four Crores Only, will be paid by the

VENDEE to the VENDOR within 12 months from the date,

when the vacant physical possession of the entire SAID

PROPERTY will be delivered by the VENDOR to the

VENDEE and also all the deeds and documents as may be

required by the VENDEE for the conveyance, transfer and

sale of the SAID PROPERTY will also be executed and

registered by the VENDOR in the favour of the VENDEE

or its nominee.”

vi. In view thereof, it is stated that the Respondent failed to

perform its part of the obligations as set out in the ATS, i.e.,

failed to deliver the vacant physical possession of the Demised

ARB.P. 1880/2025 and connected matter Page 5 of 18

Property to the Petitioner, which is the nucleus of the dispute

that has arisen inter se the parties.

vii. Thereafter, it is stated that it came to the knowledge of the

Petitioner that the Respondent is trying to create third-party

interests in the Demised Property, despite the subsistence of

the ATS, which is stated to be in breach of Clause 8 of the

ATS, which reads as under:

“8. That pending completion of the sale, the VENDOR shall

not enter into any agreement of sale in respect of the SAID

PROPERTY or any part thereof nor the VENDOR will in

any manner create any charge, mortgage, and or deal with

the SAID PROPERTY in any manner or enter into any

arrangement in respect of the SAID PROPERTY .”

viii. Accordingly, to preserve the subject matter, being the Demised

Property, the Petitioner preferred the Section 9 Petition.

Consequently, vide Order dated 17.09.2025

6

, this Court

directed status quo with respect to the Demised Property till

the next date of hearing, which has been continued since the

passing of the said status quo Order.

ix. Material on record indicates that, in view of the afore-stated

disputes that had arisen between the parties, the Petitioner

invoked arbitration vide Notice dated 22.09.2025 in terms of

Section 21 of the Act read with Clause 12 of the ATS, which is

the Arbitration Clause as envisaged in the ATS. Clause 12 of

the ATS is reproduced herein below:

“12. That the parties had agreed to attempt in good faith to

resolve any disputes/differences or claim arising out of or in

relation to this Agreement through mutual discussion. In

case it is not resolved within 30 days from the date of

receipt of the written notice (setting out dispute or claim),

by the other party, the complaining party may issue a notice

6

Status quo Order

ARB.P. 1880/2025 and connected matter Page 6 of 18

of reference, invoking settlement of such dispute through

sole arbitration, to be mutually appointed by the parties.

Any dispute relating to construction, managing, scope,

operation or effect of this Agreement or the validity or the

breach thereof be referred to and finally and conclusively

settled by mutually appointed sole arbitrator, in accordance

with las in effect in India governing the arbitration. The

place of arbitration shall be at New Delhi.”

x. Since no response to the notice invoking arbitration was

forthcoming on behalf of the Respondent, the Petitioner

preferred the Section 11 Petition before this Court, seeking the

appointment of a learned Sole Arbitrator for the adjudication

of the disputes inter se the parties.

xi. It would be appropriate to mention that the captioned matters

were listed before this Court on 08.01.2026. On that date, the

learned Senior Counsel for the Respondent sought to make

oral submissions seeking the vacation of the status quo Order.

xii. At that juncture, this Court was of the view that given the fact

that on that particular date, there was no formal Application on

record for the purpose of seeking a vacation of the status quo

Order and also keeping in view the fact that the various issues,

as sought to be raised, could well be taken up by the learned

Arbitrator and appropriate decision would be rendered on the

same by the learned Arbitrator, the matter was adjourned to

12.01.2026.

xiii. Though the matter was adjourned only for the purpose of

enabling the learned counsel for the Respondent to seek

instructions, it would appear that the Respondent has, quite

obviously, to overcome the observation made by this Court

that there was no application on record, managed to ensure that

ARB.P. 1880/2025 and connected matter Page 7 of 18

such an Application seeking the vacation of the stay of the

status quo Order came to be a part of the Court‟s record, by

way of filing, by the next date of hearing, being the date when

the matter came to be reserved for Judgment.

xiv. However, during the oral submissions, learned Senior Counsel

for the Respondent, on instructions, very fairly stated that the

said Application may be ignored and that only the objections

as raised on 08.01.2026, which he sought to reiterate herein

and which are articulated in the subsequent paragraphs, may

be considered.

SUBMISSIONS ON BEHALF OF THE PARTIES:

6. At the outset, the learned Senior Counsel for the Respondent

would seek to raise objections to the present Section 11 Petition on the

ground that the same is barred by limitation by stating that the

Agreement itself is of the year 2019 and in which part performance

was done, firstly in the year 2019, when an amount of Rs. 4 Crores

came to be paid and thereafter the last amounts in pursuance of the

said Agreement came to be paid in the year 2020, which is a payment

of a sum of Rs. 1 Crore.

7. In view of the aforesaid, he would submit that there is a belated

invocation of the Arbitration Clause envisaged in the Agreement

insofar as the actual performance of the terms of the Agreement as per

the clause as set out therein should have been in the year 2020 itself.

8. Learned Senior Counsel would further submit that the

acknowledgement letter dated 31.03.2023, alleged to have been issued

by the Respondent, confirming the receipt of Rs. 5,00,00,000/-

(Rupees Five Crores Only), which has been relied upon by the

ARB.P. 1880/2025 and connected matter Page 8 of 18

Petitioner, is an unsigned letter, without the company seal and is a

false and fabricated document. He would, thus, submit that the said

letter, which has been pressed into service for the purpose of

calculating the period of limitation, is ex facie false and fabricated,

and therefore, the present Petition is clearly barred by limitation.

9. To further buttress the argument that the Petition under Section

11 of the Act is barred by limitation, he would contend that the Notice

invoking arbitration, which is dated 22.09.2025, is also clearly

belated.

10. Learned Senior Counsel for the Respondent would further

submit that, in terms of the Arbitration Clause in the ATS, there has

been non-compliance with the mandatory pre-arbitral steps insofar as

there has been no attempt in good faith to resolve any of the disputes

or differences through mutual discussions. He would refer to and rely

upon the Judgment of the Hon‟ble Supreme Court in Geo Miller &

Co. (P) Ltd. v. Rajasthan Vidyut Utpadan Nigam Ltd.

7

particularly

on paragraphs 28 and 29, and upon the Judgments of this Court in

Welspun Enterprises Ltd. v. NCC Ltd.

8

(paragraph nos. 14-16) and

Triveni Pattern Glass Ltd. v. Triveni Glass Ltd. & Ors.

9

(paragraph

nos. 11-15).

11. He would further submit that the present Agreement, being an

Agreement to Sell, is not enforceable. He would submit that the same

does not confer any right or title upon the Petitioner herein. The

learned Senior Counsel for the Respondent would rely upon the

Judgement of the Hon‟ble Supreme Court in Suraj Lamp &

7

(2020) 14 SCC 643

8

2018 SCC OnLine Del 12693

9

2025:DHC:6266

ARB.P. 1880/2025 and connected matter Page 9 of 18

Industries (P) Ltd. (2) v. State of Haryana

10

, wherein the Apex Court

held that an agreement to sell does not convey title, nor does it create

any property interest in an immovable property.

12. He would submit that even assuming the ATS was capable of

enforcement, time was of the essence, and the conduct of the

Petitioner herein does not justify the invocation of the Arbitration

Clause at such a belated stage.

13. He would further submit that the Petitioner had clearly failed to

display his readiness and willingness to go ahead with the terms of the

Agreement since there has been complete silence from the year 2020

(assuming the acknowledgement letter dated 31.03.2023 was invalid).

14. Learned Senior Counsel for the Respondent would, on the

strength of his arguments, submit that apart from the fact that the

present Petition is barred by limitation, even equity would be against

the grant of any relief.

15. He would further submit that the ATS only contemplates that in

the event the Agreement were to become incapable of performance,

the only consequence would be to refund the advance amount. He

would submit that as a result thereof, there is no compulsion to convey

any interest in the Demised Premises and, as a result, any Arbitral

Tribunal that were to be constituted could not legitimately grant the

relief as sought by the Petitioner, in view of Clause 11 of the ATS,

read with the delay.

16. He would thus submit that the present Petition is in respect of

claims that fall within the definition of „non-arbitrable disputes‟, and

would justify the refusal of the reference to Arbitration. To buttress

10

(2012) 1 SCC 656

ARB.P. 1880/2025 and connected matter Page 10 of 18

his argument, he would seek to rely upon the Judgement of the

Hon‟ble Supreme Court in Vidya Drolia v. Durga Trading Corpn

11

.

17. He would further contend that the Arbitration Clause contained

in the ATS, which has been reproduced herein above, is not a Clause

that is definitive in conveying the parties‟ intent to have the disputes

referred to Arbitration.

18. He would then seek to draw support from the judgment of the

Hon‟ble Supreme Court in the judgments in the case of BGM & M-

RPL-JMCT (JV) v. Eastern Coalfields Ltd.

12

, and in particular

paragraph 31 thereof, to contend that the usage of the word “may” in

the present Agreement cannot be construed to be only restricted to the

Notice for reference and would have to be necessarily read as being

incorporated in the subsequent part of the said Clause, meaning

thereby that since the invocation of any Arbitration can only be read

by way of Notice, the use of the word “may” in respect of the issuance

of the Notice would also have to be read into the part of the Clause

and would therefore evidence that the resort to the resolution of

disputes through the mode of Arbitration was optional and same

would not constitute a valid Arbitration Agreement.

19. He would also refer to and rely upon the Judgement of the Apex

Court in Jagdish Chander v. Ramesh Chander

13

, Judgement of the

Madhya Pradesh High Court in Trbex Impex (P) Ltd. v. Ashok Fine

Spun

14

, and in the Judgement of the Madras High Court in M.

Arumugam v. CP Foods

15

.

11

(2021) 2 SCC 1

12

2025 SCC OnLine SC 1471

13

(2007) 5 SCC 719

14

2024 SCC OnLine MP 2936

15

2025 SCC OnLine Mad 7114

ARB.P. 1880/2025 and connected matter Page 11 of 18

20. Learned Senior Counsel for the Respondent would contend that

the invocation of the Arbitration Clause was premature, since the ATS

clearly provides for a pre-arbitration requirement of seeking to resolve

disputes through mutual discussions and which procedure has not yet

been complied with.

21. Per contra, learned counsel for the Petitioner would submit that

the scope of enquiry under a petition filed under Section 11 of the Act

is extremely limited. He would rely upon the Judgment of the Hon‟ble

Supreme Court in SBI General Insurance Co. Ltd. v. Krish Spg.

16

, to

contend that at the stage of Section 11, the Court is required to

examine only the prima facie existence of an Arbitration Agreement.

22. He would further contend that in the present case, and as is

apparent, there has been an attempt to try and resolve the disputes as

between the parties; however, there has been no positive step taken by

the Respondent for the same. He would thus submit that the present

Section 11 Petition is not premature and is well within time, and as per

the terms and conditions of the ATS as between the parties.

23. He would further submit that the pre-arbitral procedures that are

stated to have not been complied with are only directory in nature and

not mandatory. Learned counsel for the Petitioner would refer to and

rely upon the Judgement of the Co-ordinate Bench in Sri Ganesh

Engineering Works v. Northern Railway

17

, particularly paragraphs

16, 17, 20 and 21 thereof. He would also rely upon another Judgement

of a Co-ordinate Bench in N.J. Garments (P) Ltd. v. Capitalgram

Marketing & Technology (P) Ltd.

18

, and in particular paragraphs 9,

16

(2024) 12 SCC 1

17

2024 SCC OnLine Del 8985

18

2024 SCC OnLine Del 5474

ARB.P. 1880/2025 and connected matter Page 12 of 18

10 and 11 thereof, to support his contention.

24. He would further submit that the challenge to the Arbitration

clause not being valid in view of the use of the word “may” has not

been placed in pleadings and is only a result of the ingenuity of the

learned Senior Counsel appearing on behalf of the Respondent, and

for this reason, the same should not be considered.

25. He would also contend that the question as to whether the

claims themselves or the very invocation of the Arbitration is belated

and barred by limitation is a mixed question of law and facts and the

same would fall within the purview of the learned Arbitrator.

ANALYSIS:

26. This Court has heard the learned counsel for the parties and,

with their able assistance, perused the material on record.

27. This Court is of the view that, when disputes arise between the

parties and when Arbitration is provided as a means to resolve the

same, primacy should be given to the intent of the parties to have the

said disputes resolved by way of resort to the alternate dispute

resolution mechanism of Arbitration.

28. The various contentions that are sought to be raised by the

learned counsel for the Respondent as against the invocation of the

Arbitration are questions that can also be raised before the learned

Arbitrator, and which can be decided as preliminary issues in the line

of Section 16 of the Act.

29. As is apparent, assuming on a demurrer that the invocation of

the Arbitration Clause was to be held to be premature, the same would

only result in the kicking of the proverbial can down the road for a

further period of 30 days.

ARB.P. 1880/2025 and connected matter Page 13 of 18

30. The Section 9 Petition has been hanging fire before this Court

since September 2025, and the Section 11 Petition came to be filed in

the month of November 2025. During this period, the various petitions

filed by the Petitioner herein have been vigorously opposed by the

learned Senior Counsel for the Respondent, exhibiting therein a clear

adversarial stand. In light of the same, the technical objection sought

to be taken by the Respondent as respects the necessity for ensuring

strict compliance with the provisions of the Arbitration Clause and

entering into mutual talks prior to the invocation of the Arbitration

itself, seems to be highly impractical and would not really resolve any

issues as between the parties. In any event, and as has been held in

various Judgments, such pre-arbitral conciliatory measures or

measures that involve discussions between parties prior to invoking

arbitration are clauses that are directory in nature and not mandatory

in nature.

31. The various issues raised by the learned Senior Counsel for the

Respondent and especially those relating to the delay in invocation of

Arbitration proceedings and the alleged invalid and fabricated letter of

acknowledgement dated 31.03.2023, are all issues which are clearly

factual in nature and which are more properly in the domain of a

learned Arbitrator who can look into all these aspects and take an

informed decision while exercising his jurisdiction.

32. The scope of jurisdiction under Section 11 of the Act, as is

already noticed, lays severe restrictions on the remit of the Courts and

the scope is highly circumscribed to only considering a few factors

which have been laid down by the Hon‟ble Supreme Court in Krish

Spinning (supra). The relevant extract of Krish Spinning (supra)

reads as under:-

ARB.P. 1880/2025 and connected matter Page 14 of 18

“113. The scope of examination under Section 11(6-A) is confined

to the existence of an arbitration agreement on the basis of Section

7. The examination of validity of the arbitration agreement is also

limited to the requirement of formal validity such as the

requirement that the agreement should be in writing.

114. The use of the term “examination” under Section 11(6-A) as

distinguished from the use of the term “rule” under Section 16

implies that the scope of enquiry under Section 11(6-A) is limited

to a prima facie scrutiny of the existence of the arbitration

agreement, and does not include a contested or laborious enquiry,

which is left for the Arbitral Tribunal to “rule” under Section 16.

The prima facie view on existence of the arbitration agreement

taken by the Referral Court does not bind either the Arbitral

Tribunal or the Court enforcing the arbitral award.

115. The aforesaid approach serves a twofold purpose — firstly, it

allows the Referral Court to weed out non-existent arbitration

agreements, and secondly, it protects the jurisdictional competence

of the Arbitral Tribunal to rule on the issue of existence of the

arbitration agreement in depth.

116. Referring to the Statement of Objects and Reasons of the

Arbitration and Conciliation (Amendment) Act, 2015, it was

observed in Interplay Between Arbitration Agreements under the

Arbitration Act, 1996 & the Stamp Act, 1899, In re [Interplay

Between Arbitration Agreements under the Arbitration Act, 1996

& the Stamp Act, 1899, In re, (2024) 6 SCC 1 : 2023 INSC 1066]

that the High Court and the Supreme Court at the stage of

appointment of arbitrator shall examine the existence of a prima

facie arbitration agreement and not any other issues. The relevant

observations are extracted hereinbelow: (SCC p. 104, para 220)

“220. The above extract indicates that the Supreme Court

or High Court at the stage of the appointment of an

arbitrator shall “examine the existence of a prima facie

arbitration agreement and [Ed.: The words between two

asterisks have been emphasised in original as well.] not

other issues [Ed.: The words between two asterisks have

been emphasised in original as well.] ”. These other issues

not only pertain to the validity of the arbitration

agreement, but also include any other issues which are a

consequence of unnecessary judicial interference in the

arbitration proceedings. Accordingly, the “other issues”

also include examination and impounding of an

unstamped instrument by the Referral Court at the Section

8 or Section 11 stage. The process of examination,

impounding, and dealing with an unstamped instrument

under the Stamp Act is not a time-bound process, and

therefore does not align with the stated goal of the

Arbitration Act to ensure expeditious and time-bound

appointment of arbitrators.”

ARB.P. 1880/2025 and connected matter Page 15 of 18

117. In view of the observations made by this Court in Interplay

Between Arbitration Agreements under the Arbitration Act, 1996 &

the Stamp Act, 1899, In re [Interplay Between Arbitration

Agreements under the Arbitration Act, 1996 & the Stamp Act,

1899, In re, (2024) 6 SCC 1 : 2023 INSC 1066] , it is clear that the

scope of enquiry at the stage of appointment of arbitrator is limited

to the scrutiny of prima facie existence of the arbitration

agreement, and nothing else. For this reason, we find it difficult to

hold that the observations made in Vidya Drolia [Vidya

Drolia v. Durga Trading Corpn., (2021) 2 SCC 1 : (2021) 1 SCC

(Civ) 549] and adopted in NTPC Ltd. v. SPML Infra Ltd. [NTPC

Ltd. v. SPML Infra Ltd., (2023) 9 SCC 385 : (2023) 4 SCC (Civ)

342] that the jurisdiction of the Referral Court when dealing with

the issue of “accord and satisfaction” under Section 11 extends to

weeding out ex facie non-arbitrable and frivolous disputes would

continue to apply despite the subsequent decision in Interplay

Between Arbitration Agreements under the Arbitration Act, 1996 &

the Stamp Act, 1899, In re[Interplay Between Arbitration

Agreements under the Arbitration Act, 1996 & the Stamp Act,

1899, In re, (2024) 6 SCC 1 : 2023 INSC 1066] .”

(emphasis supplied)

33. The further argument of the learned Senior Counsel for the

Respondent with respect to the construction and interpretation of the

Arbitration Clause, in this Court‟s view, is misconceived.

34. There is a clear difference between the Clauses in the BGM &

M-RPL-JMCT (JV) (supra) and the present case. In the present case,

a perusal of the Arbitration Clause would clearly evidence that though

the word “may” has been used in the earlier part of the Arbitration

Clause, it appears to be limited to the notice of reference invoking

Settlement. That said, and as rightly contended by the learned counsel

for the Respondent, certainly there can be no arbitration proceedings

initiated without the issuance of a Notice under Section 21 of the Act.

35. However, in the present case, as the Arbitration Clause reads, in

addition to the initial part of the Clause where the word “may” has

been used and which pertains to notice of reference, the subsequent

part of the Arbitration Clause would lay to rest any apprehensions

ARB.P. 1880/2025 and connected matter Page 16 of 18

with respect to the mode that was to be adopted for the purpose of

settling the disputes as between the parties. There is a clear reference

therein to the resolution of the disputes by resort to Arbitration.

36. As already observed hereinabove, and in order to ensure that the

use of the word “may” and the various other arguments are not sought

to be canvassed at this stage, this Court has not gone into the merits of

the contentions raised by the parties. It is clarified that the arguments

raised by the Respondent include, inter alia, issues relating to the

nature of the Agreement itself, particularly whether time was of the

essence thereof, the Petitioner's apparent lack of readiness and

willingness to perform its obligations, as well as the objection arising

from Clause 11 of the ATS, which allegedly provides only for refund

of the advance amount. All such grounds are left open to be urged by

the Respondent before the learned Arbitrator.

CONCLUSION:

ARB.P. 1880/2025

37. In view of the aforesaid facts and circumstances, and the settled

position of law, this Court is of the opinion that the present matter

deserves to be referred to Arbitration.

38. Material on record indicates that the disputed amount in the

present matter is approximately Rs. 5,00,00,000/- (Rs. Five Crores

Only).

39. In view thereof, this Court requests Hon’ble Ms. Justice

Shalinder Kaur (Retd.) (e-mail id: sallydaljit@gmail.com), to enter

into the reference as the learned Arbitrator to adjudicate the disputes

inter se the parties.

ARB.P. 1880/2025 and connected matter Page 17 of 18

40. The learned sole Arbitrator may proceed with the arbitration

proceedings, subject to furnishing to the parties the requisite

disclosures as required under Section 12(2) of the Act.

41. The learned sole Arbitrator shall be entitled to fees in accordance

with the Fourth Schedule of the Act or as may otherwise be agreed to

between the parties and the learned sole Arbitrator.

42. The parties shall share the learned sole Arbitrator's fee and

arbitral costs equally.

43. All rights and contentions of the parties in relation to the

claims/counterclaims are kept open, to be decided by the learned sole

Arbitrator on their merits, in accordance with law.

44. Needless to state, nothing in this order shall be construed as an

expression of opinion of this Court on the merits of the controversy.

All rights and contentions of the parties in this regard are reserved.

45. Let a copy of the said order be sent to the learned sole Arbitrator

through the electronic mode as well.

46. Accordingly, the present Petition, along with pending

application(s), is allowed and disposed of in the aforesaid terms.

O.M.P.(I) (COMM.) 383/2025

47. In view of the reference of disputes to Arbitration, this petition

filed under Section 9 of the Act will be treated as an application under

Section 17 of the Act, which now shall be considered by the learned

Arbitrator, after entering reference, in accordance with law.

48. Needless to say, till the time the Section 17 Application is

considered by the learned Arbitrator, the status quo Order granted by

this Court shall continue.

49. It is made clear that this Court is not making any suggestion or

ARB.P. 1880/2025 and connected matter Page 18 of 18

passing any direction with respect to the mode and manner in which

the learned Arbitrator needs to conduct the proceedings.

50. In view thereof, the present Petition, along with pending

applications, if any, shall stand disposed of in the aforesaid terms.

51. No orders as to cost.

HARISH VAIDYANATHAN SHANKAR, J.

JANUARY 28, 2026/nd/va