O.M.P.(I) (COMM.) 30/2026 Page 1 of 32

$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on: 24.04.2026

Judgment pronounced on: 29.05.2026

+ O.M.P.(I) (COMM.) 30/2026, I.A. 2246/2026 (Ex.) & I.A.

2247/2026 (Seeking permission to file lengthy synopsis)

MIDPOINT COMMODEAL PRIVATE LIMITED

.....Petitioner

Through: Mr. Jayant Mehta, Senior

Advocate along with Mr. Vijay

Nair, Mr. Arpit Dwivedi, Mr.

Manmeet Singh Nagpal and

Ms. Mansvini Jain, Advocates.

versus

FIDATOCITY HOMES PRIVATE LIMITED & ORS.

.....Respondents

Through: Mr. Akhil Sibal, Senior

Advocate along with Mr.

Nitesh Jain and Mr. Nishant

Bhargava Advocates.

CORAM:

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN

SHANKAR

J U D G M E N T

HARISH VAIDYANATHAN SH ANKAR, J.

1. The present Petition has been instituted under Section 9 of the

Arbitration and Conciliation Act, 1996

1

, seeking directions against

the Respondents to deposit with the Registry of this Court an

aggregate amount of Rs. 15.30 crore, comprising Rs. 14,19,90,000/-

allegedly infused by the Petitioner in the form of an unsecured loan to

Respondent No. 1 and Rs. 1,10,10,000/- stated to have been paid to

1

A&C Act

O.M.P.(I) (COMM.) 30/2026 Page 2 of 32

Respondent No. 2 towards acquisition of a 10% shareholding in

Respondent No. 1.

2. In the alternative, the Petitioner has sought an order restraining

the Respondents, their agents, representatives, employees, or any

person acting for or on their behalf from alienating, encumbering,

selling, transferring, or otherwise creating any third-party rights in

respect of the land parcel situated at Sector 88B, Gurugram.

RELEVANT BACKGROUND OF THE PARTIES :

3. The Petitioner herein, Midpoint Commodeal Private Limited, is

a company incorporated under the Companies Act, 1956, having its

registered office at Unit No. l, 11 Crooked Lane. Kolkata - 700069,

created as a special investment or holding vehicle, specially

constituted to be an acquiring entity, so as to ensure operational

efficiency and investment sustainability.

4. Respondent No. 1 herein, Fidatocity Homes Private Limited

2

,

is a company incorporated under the Companies Act, 2013, having its

registered office at House No. D-800, Ground Floor, New Friends

Colony, South Delhi - 110 025 and is presently stated to be engaged

inter alia in developing the real estate project known as “Sky

Palazzos” over approximately 11 acres situated at Sector 88B,

Gurugram - 122005, registered with the Haryana Real Estate

Regulatory Authority

3

bearing Unique Registration No. RERA-

GRGPROJ-1851-2025 [herein after referred to as “Sky Palazzos

project”].

2

Fidatocity

3

HRERA

O.M.P.(I) (COMM.) 30/2026 Page 3 of 32

5. Respondent No. 2 herein, Trinity Landspace Private

Limited

4

, is a company incorporated under the Companies Act, 2013,

having its registered office at C-221, F/F, KH No.212, Pul Pahladpur,

New Delhi - 110044 and holds 1,10,09,990 equity shares constituting

99.99% shareholding in Respondent No. 1/Fidatocity.

6. Respondent No. 3 herein, Mr. Madhur Mittal, is stated to have

been the person who represented the other Respondents inter alia in

making the proposal, handling negotiations and confirming the terms

and conditions governing the alleged share purchase as well as the

loan transaction that took place between the parties.

7. Respondent No. 4, Mr. Anil Sharma, is one of the Directors of

Trinity and Fidatocity, holding 10 equity shares constituting 0.0001%

shareholding and the authorized person stated to be responsible for

executing the definitive documents in respect of the alleged share

purchase as well as the loan transaction that took place between the

parties.

BRIEF FACTS:

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

institution of the present Petition are as follows:

a. In or about March 2024, Respondent No. 3 approached an entity,

namely, Kanodia Hi-Tech Private Limited

5

, for financial

assistance and/or partnership in the development of Sky Palazzos

project.

b. Pursuant thereto, a Share Purchase Agreement and a

Shareholders‟ Agreement, both dated 21.03.2024, were executed

between Kanodia Hi-Tech, Fidatocity/Respondent No. 1,

4

Trinity

5

Kanodia Hi-Tech

O.M.P.(I) (COMM.) 30/2026 Page 4 of 32

Trinity/Respondent No. 2, and Mr. Anil Sharma/Respondent No.

4.

c. Under the said Agreement, it is stated that Kanodia Hi-Tech

agreed to acquire 10% shareholding in Fidatocity and

simultaneously advanced funds aggregating to approximately Rs.

15.30 crore, comprising consideration for shares and financial

assistance for the Sky Palazzos project.

d. It is further stated that Kanodia Hi-Tech remitted the said

amount; however, the entire transaction was subsequently

mutually unwound and restructured due to commercial and

regulatory considerations. The amounts remitted were stated to

be refunded between 16.07.2024 and 19.07.2024.

e. It is stated that the Petitioner herein was introduced as the

investing entity on terms and conditions that were substantially

identical to those governing the arrangement with Kanodia Hi-

Tech.

f. It is the case of the Petitioner that, pursuant to the aforesaid

arrangements entered into between Respondent Nos. 1, 2 & 4 and

the Petitioner, an amount of Rs. 1.10 crore was remitted towards

the acquisition of shares, while a further sum of Rs. 14.39 crore

was advanced by way of unsecured loan. It is further stated that,

out of the said loan amount, a sum of Rs. 20 lakh was

subsequently repaid towards partial discharge of the loan

liability.

g. It is further stated that, pursuant to the arrangements arrived at

between the parties and with a view to formalising the terms

governing their inter se relationship, drafts of the Share Purchase

O.M.P.(I) (COMM.) 30/2026 Page 5 of 32

Agreement and Shareholders‟ Agreement were stated to have

been exchanged between the parties on 06.08.2024.

h. The Petitioner states that certain modifications were thereafter

suggested by a representative of the Respondents through

communications, including WhatsApp messages, requesting

alignment of the terms of these Agreements with the previously

agreed Agreements concerning Kanodia Hi-Tech.

i. It is the case of the Petitioner that, following various exchanges

of communications between the Petitioner and the representative

of the Respondents, the final versions of the Agreements were

shared on 24.08.2024 by the Petitioner. It is further stated that

Respondent No. 3, acting on behalf of all the other Respondents,

conveyed approval of the revised Agreements and assured the

Petitioner that duly executed copies thereof, along with the

requisite share transfer documents, would be furnished to the

Petitioner.

j. The Petitioner alleges that despite repeated follow-ups, the

Respondents failed to execute the Agreements or transfer the

shares. It is further alleged that between August 2024 and June

2025, Respondent No. 3 made multiple assurances regarding

repayment of the amounts, sought additional time and proposed

execution of a loan agreement; however, the Respondents failed

to execute the same.

k. Thereafter, the Petitioner states that, in the interregnum, upon

reviewing the relevant regulatory records, it came to light that the

amounts advanced had not been duly disclosed and that there had

been defaults in repayment.

O.M.P.(I) (COMM.) 30/2026 Page 6 of 32

l. It is further stated by the Petitioner that, on 07.06.2025, two

separate drafts of loan agreements were forwarded to Respondent

No. 3 for execution between the Petitioner and Respondent Nos.

1 and 2. However, despite repeated follow-ups and requests made

by the Petitioner, the Respondents failed and neglected to

execute the said loan agreements.

m. Pursuant thereto, notice dated 17.07.2025 seeking repayment of

the loan amount and a notice dated 27.08.2025 seeking execution

of the agreements and transfer of shares were issued to the

Respondents.

n. In response, the Respondents, by communications dated

29.07.2025 and 08.09.2025, took the stand that the amounts paid

by the Petitioner were towards the proposed acquisition of shares

at higher valuations, and that since the Petitioner had failed to

pay the balance consideration within the stipulated time, the

amounts stood forfeited. The Petitioner replied to these responses

on behalf of the Respondents.

o. The other Respondents also disputed the authority of Respondent

No. 3 to act on their behalf and denied being bound by any acts,

assurances, or representations made by him.

p. The Petitioner disputes the aforesaid stand taken by the

Respondents.

q. It is further stated by the Petitioner that in November 2025,

Respondent No. 3 acknowledged the outstanding liability,

including interest, in WhatsApp communications and proposed a

settlement by transfer of certain immovable properties, which

proposal did not materialize.

O.M.P.(I) (COMM.) 30/2026 Page 7 of 32

r. Apprehending that the Respondents may alienate or encumber

their assets, including the land pertaining to the Sky Palazzos

project, thereby frustrating any arbitral proceedings, the

Petitioner has filed the present Petition seeking interim measures.

SUBMISSIONS ON BEHALF OF THE PARTIES :

9. At the outset, learned Senior Counsel appearing on behalf of the

Respondents would raise a preliminary objection as to the

maintainability of the present Petition under Section 9 of the A&C

Act.

10. He would submit that there exists no valid and binding

arbitration Agreement between the parties as required under Section 7

of the A&C Act. Invocation of Section 9 is contingent upon the

existence of such an Agreement, failing which the Petition is liable to

be dismissed at the threshold.

11. Learned Senior Counsel for the Respondents would further

submit that the case set up by the Petitioner pertains to two

transactions, namely:

(i) an alleged unsecured loan of approximately Rs. 14.19 crore to

Respondent No.1; and

(ii) Rs. 1.10 crore allegedly paid towards acquisition of 10%

shareholding;

however, neither of which is governed by any concluded Agreement

containing an arbitration clause.

12. With respect to the alleged unsecured loan, learned Senior

Counsel for the Respondents would submit that there exists no written

or executed agreement evidencing or governing the said transaction,

much less any agreement containing an arbitration clause. It would

O.M.P.(I) (COMM.) 30/2026 Page 8 of 32

further be contended that the draft Share Purchase Agreement

6

and

Shareholders’ Agreement

7

, relied upon by the Petitioner, make no

reference whatsoever to the alleged loan transaction. According to the

Respondents, the only document wherein the alleged loan finds

mention is the draft Loan Agreement, which admittedly remained

unfinalized and unsigned, and in any event does not contain any

arbitration clause.

13. Insofar as the amount of Rs. 1.10 crore towards share

acquisition is concerned, he would submit that the Petitioner relies on

the draft SPA and SHA, which were never finalized, approved, or

executed. The SPA contains no arbitration clause, and though the draft

SHA contains one, it remains unexecuted and cannot be relied upon

independently in the absence of a concluded SPA forming part of the

same transaction.

14. Learned Senior Counsel for the Respondents would further

contend that reliance by the Petitioner on WhatsApp communications

is misplaced, as the exchanges reflect only ongoing negotiations and

no final consensus. It would further be stated that, even as per the

Petitioner, further changes were suggested on 24.08.2024,

demonstrating a lack of finality. The alleged final versions are

admittedly unsigned by both parties. There is no material to

demonstrate that the same were ever accepted by the Respondents.

15. It would further be submitted that no credible material or

contemporaneous evidence evidencing any follow-ups or

communications exchanged between the parties during the period

6

SPA

7

SHA

O.M.P.(I) (COMM.) 30/2026 Page 9 of 32

from August 2024 to December 2024 has been placed on record by the

Petitioner.

16. It would be contended by the learned Senior Counsel that the

subsequent conduct of the parties itself belies the case sought to be set

up by the Petitioner, inasmuch as the later communications exchanged

between the parties do not refer to the alleged Agreements, but instead

demonstrate that the parties were contemplating execution of fresh

Loan Agreements. It would further be submitted that the Petitioner

itself forwarded a draft Loan Agreement in June 2025, thereby

acknowledging the absence of any pre-existing binding agreement

between the parties. Even the said draft Loan Agreement admittedly

remained unexecuted and, in any event, did not contain any arbitration

clause.

17. In view of the above, it would be submitted that mere exchange

of drafts or negotiations cannot give rise to a binding arbitration

Agreement in the absence of finalization and execution.

18. Learned Senior Counsel for the Respondents would submit that

where the foundational requirement of a valid arbitration Agreement

is absent, a Petition under Section 9 of the A&C Act is not

maintainable, and in view thereof, the present Petition is

misconceived, devoid of merit, and liable to be dismissed.

19. Per Contra, learned Senior Counsel for the Petitioner would

controvert the said objection on the ground that an arbitration

Agreement need not be formally executed and can be inferred from

the conduct of the parties, exchange of drafts, and mutual acceptance.

20. He would therefore submit that Clause 19 of the SHA remained

unchanged across all drafts exchanged between the parties, thereby

O.M.P.(I) (COMM.) 30/2026 Page 10 of 32

clearly establishing consensus ad idem with respect to dispute

resolution by arbitration.

21. It would further be submitted that the Agreements were acted

upon, inasmuch as the Petitioner paid an aggregate sum of Rs. 15.30

crore, which was accepted and utilized by the Respondents and

therefore, the performance as per the terms of the Agreement stands

satisfied, and therefore, the Agreement is binding upon the parties.

22. He would also submit that in such circumstances, the

Respondents are estopped from denying the existence of the

arbitration agreement after having received and benefited from the

said amounts.

23. Learned Senior Counsel for the Petitioner would rely upon the

notices issued by the Petitioner and the responses thereto by the

Respondents, to establish that the said communications clearly show

that the parties are ad idem that there exists a dispute resolution

clause, which therefore would render the present Petition

maintainable, irrespective of the fact that the parties do not agree upon

which agreement validly stipulates the said Dispute Resolution

Clause.

24. To further buttress this argument, learned Senior Counsel for

the Petitioner would seek to rely upon the Judgements of the Hon‟ble

Supreme Court in Trimex International Vs Vedanta

8

, Govind

Rubbber Ltd. V Louis Dreyfus Commodities Asia Pvt. Ltd.

9

and

Glencore International AG v. Shree Ganesh Metals

10

.

25. It would also be submitted by the learned Senior Counsel for

the Petitioner that the Respondents‟ subsequent stand of forfeiture and

8

(2010) 3 SCC 1

9

(2015) 13 SCC 477

10

2025 SCC OnLine SC 1815

O.M.P.(I) (COMM.) 30/2026 Page 11 of 32

re-characterization of the transaction is an afterthought and

inconsistent with the contemporaneous record.

26. Without prejudice, it would be submitted that even otherwise, in

the absence of allotment of shares, the amounts are liable to be

refunded in law and cannot be forfeited.

27. It would be contended that Respondent No. 3 had, throughout

the course of dealings between the parties, acted as the authorised

representative of the other Respondents, and consequently, the said

Respondents cannot now be permitted to disown, repudiate, or

disclaim the acts, assurances, and representations made by him on

their behalf.

28. It would therefore be submitted that the conduct of the

Respondents demonstrates a consistent pattern of delay, evasion, and

non-performance, and that there exists a real and imminent risk of

dissipation of assets, which would frustrate the arbitral proceedings.

ANALYSIS:

29. This Court has heard the learned Senior Counsel appearing on

behalf of the parties, carefully perused the material placed on record,

and duly considered the precedents relied upon by them.

30. The principal issue which arises for consideration in the present

Petition is whether the Petitioner has been able to establish, even

prima facie, the existence of a valid and binding arbitration agreement

so as to invoke the jurisdiction of this Court under Section 9 of the

A&C Act.

31. At the outset, it is clarified that if the Petitioner fails to satisfy

the threshold requirement of establishing the existence of an

arbitration agreement within the meaning of Section 7 of the A&C

Act, the present Petition itself would not be maintainable. In such an

O.M.P.(I) (COMM.) 30/2026 Page 12 of 32

eventuality, this Court would not be permitted to examine the merits

of the Petitioner‟s contentions concerning the grant of interim

measures sought in the present proceedings.

32. It is well settled that the jurisdiction of a Court under Section 9

of the A&C Act cannot be exercised in abstraction or de hors the

arbitration agreement itself. The power vested in the Court to grant

interim measures under Section 9 is purely ancillary and preservative

in nature, and its very invocation is predicated upon the existence of a

valid and enforceable arbitration agreement between the parties.

Consequently, before this Court can proceed to examine the

entitlement of the Petitioner to any interim protection, the Petitioner is

required, at the threshold and at least on a prima facie examination, to

establish the existence of a valid arbitration agreement within the

meaning of Section 7 of the A&C Act. Absent such a foundational

requirement, the jurisdiction under Section 9 of the A&C Act cannot

be invoked as an independent or self-sustaining remedy.

33. This position of law has been reiterated by the judgment of this

Court in Kuber Mart Global Hub (P) Ltd. v. Kuber Mart Industries

(P) Ltd.

11

, wherein the scope and nature of the jurisdiction exercisable

under Section 9 of the A&C Act, particularly the necessity of

establishing the existence of a valid and enforceable arbitration

agreement as a foundational prerequisite for invoking such

jurisdiction, was considered. The relevant observations are reproduced

hereunder:

“….

25. It is necessary to emphasize that the present petition does

not arise under Section 11 of the A&C Act, which is confined to

the limited question of the appointment of an arbitrator. The

present proceedings have been instituted under Section 9 of the

11

2026 SCC OnLine Del 3254

O.M.P.(I) (COMM.) 30/2026 Page 13 of 32

A&C Act, wherein this Court is called upon to exercise its

jurisdiction to grant interim measures of protection. The scope and

nature of judicial scrutiny under Section 9 are materially distinct

and considerably broader than that contemplated under Section 11.

While exercising jurisdiction under Section 9, the Court is required

to apply the well-settled triple test governing the grant of interim

relief, namely: (i) the existence of a prima facie case, (ii) balance

of convenience, and (iii) likelihood of irreparable harm.

26. To augment, the Hon‟ble Supreme Court, in Arcelor Mittal

Nippon Steel (India) Ltd. v. Essar Bulk Terminal Ltd.

12

, has

reiterated that these foundational principles are equally applicable

to proceedings under Section 9 of the A&C Act.

27. Significantly, the requirement of establishing a prima facie

case for the purposes of Section 9 of the A&C Act cannot be

satisfied by the mere existence of an arbitration clause in the

agreement between the parties. The prima facie case must extend

beyond the formal existence of an arbitration agreement and must

encompass an assessment of whether the disputes sought to be

referred are, in law, capable of being resolved through arbitration.

Where the dispute is ex facie non-arbitrable or is barred from

arbitration by operation of statute, the Court cannot grant interim

relief on the assumption that arbitral proceedings would validly

ensue.

28. In proceedings under Section 9 of the A&C Act, therefore,

the Court does not function as a mere referral or facilitative forum.

Rather, it is vested with substantive powers to scrutinize the legal

tenability of the claims raised, the maintainability of the reliefs

sought, and the jurisdictional foundation for invoking arbitral

remedies.

29. Unlike Section 11 proceedings, where the scope of judicial

interference is deliberately circumscribed and limited to a prima

facie examination of the existence of an arbitration agreement, as

explained in Vidya Drolia (supra), such limited scrutiny cannot be

mechanically or indiscriminately transplanted into proceedings

under Section 9 of the A&C Act. The legislative intent underlying

Section 9 contemplates a more searching inquiry, particularly

where the grant of interim measures may have far-reaching civil

and commercial consequences.

30. Further, even otherwise, a careful and holistic reading of

the judgment in Vidya Drolia (supra), particularly paragraph no.

80 thereof, makes it abundantly clear that disputes pertaining to

tenancy rights governed by rent control legislation stand on a

fundamentally different footing. The Hon‟ble Supreme Court has

unequivocally held that where a special statute confers exclusive

jurisdiction upon designated statutory forums to adjudicate specific

rights and obligations, such disputes are rendered non-arbitrable.”

12

(2022) 1 SCC 712

O.M.P.(I) (COMM.) 30/2026 Page 14 of 32

34. The controversy arising in the present case is, therefore, not

limited merely to determining whether certain sums of money were

exchanged between the parties or whether commercial discussions and

negotiations had taken place between them from time to time. The

principal issue requiring consideration by this Court is whether such

negotiations ever culminated into a concluded, binding, and legally

enforceable agreement embodying a clear consensus ad idem between

the parties with respect to the essential terms governing their

relationship.

35. More particularly, this Court is required to examine whether

there existed a mutual and unequivocal intention on the part of the

parties not only to undertake defined contractual obligations inter se,

but also to submit any disputes arising therefrom to arbitration in

terms of a valid arbitration agreement within the meaning of Section 7

of the A&C Act. At this juncture, this Court deems it appropriate to

reproduce Section 7 of the A&C Act, which reads as follows:

“7. Arbitration agreement. - (1) In this Part, “arbitration

agreement” means an agreement by the parties to submit to

arbitration all or certain disputes which have arisen or which may

arise between them in respect of a defined legal relationship,

whether contractual or not.

(2) An arbitration agreement may be in the form of an arbitration

clause in a contract or in the form of a separate agreement.

(3) An arbitration agreement shall be in writing.

(4) An arbitration agreement is in writing if it is contained in-

(a) a document signed by the parties;

(b) an exchange of letters, telex, telegrams or other means

of telecommunication including communication

through electronic means which provide a record of

the agreement; or

(c) an exchange of statements of claim and defence in

which the existence of the agreement is alleged by one

party and not denied by the other.

(5) The reference in a contract to a document containing an

arbitration clause constitutes an arbitration agreement if the

contract is in writing and the reference is such as to make that

arbitration clause part of the contract.”

O.M.P.(I) (COMM.) 30/2026 Page 15 of 32

36. At this stage, it would be apposite to advert to the foundational

principles embodied in the Indian Contract Act, 1872

13

, which

govern the formation and enforceability of contracts in law. Section

2(e) of the ICA defines an “agreement” to mean “every promise and

every set of promises, forming the consideration for each other.” The

statutory definition itself makes it abundantly clear that the existence

of reciprocal promises founded upon mutual assent forms the very

basis of a legally recognizable agreement.

37. Further, Section 2(b) of the ICA stipulates that when a proposal

is accepted, it becomes a promise. Thus, the essence of a legally

binding agreement lies in the existence of a lawful proposal meeting

with an absolute, unconditional, and unequivocal acceptance. The

statutory scheme under Section 2 of the ICA clearly postulates that

contractual obligations arise only where there exists a clear

manifestation of assent by the parties to the same proposal. For ready

reference, the relevant extracts of Section 2 of the ICA are reproduced

herein below:

“2. Interpretation clause. - In this Act the following words and

expressions are used in the following senses, unless a contrary

intention appears from the context:—

(a) When one person signifies to another his willingness to do or to

abstain from doing anything, with a view to obtaining the assent

of that other to such act or abstinence, he is said to make a

proposal;

(b) When the person to whom the proposal is made signifies his

assent thereto, the proposal is said to be accepted. A proposal,

when accepted, becomes a promise;

(c) The person making the proposal is called the “promisor”, and

the person accepting the proposal is called the “promisee”;

(d) When, at the desire of the promisor, the promisee or any other

person has done or abstained from doing or does or abstains

from doing, or promises to do or to abstain from doing,

13

ICA

O.M.P.(I) (COMM.) 30/2026 Page 16 of 32

something, such act or abstinence or promise is called a

consideration for the promise;

(e) Every promise and every set of promises, forming the

consideration for each other, is an agreement;

(f) Promises which form the consideration or part of the

consideration for each other, are called reciprocal promises;

(g) An agreement not enforceable by law is said to be void;

(h) An agreement enforceable by law is a contract;

(i) An agreement which is enforceable by law at the option of one

or more of the parties thereto, but not at the option of the other

or others, is a voidable contract;

(j) A contract which ceases to be enforceable by law becomes void

when it ceases to be enforceable.”

(emphasis supplied)

38. In continuation thereof, Section 10 of the ICA provides that all

agreements become enforceable in law only when they are made with

the free consent of parties competent to contract, for lawful

consideration and with a lawful object. The expression “free consent”

assumes considerable significance in the present context, for consent

in the eyes of law cannot be equated with a unilateral understanding,

subjective assumption, or uncommunicated intention of one of the

parties. The statutory requirement is one of consensus ad idem,

namely, meeting of minds between the parties upon the same thing in

the same sense, as expressly postulated under Section 13 of the ICA.

Sections 10 and 13 of the ICA read as follows:

“10. What agreements are contracts. - All agreements are

contracts if they are made by the free consent of parties competent

to contract, for a lawful consideration and with a lawful object, and

are not hereby expressly declared to be void.

Nothing herein contained shall affect any law in force in [India]

and not hereby expressly repealed, by which any contract is

required to be made in writing

2

or in the presence of witnesses, or

any law relating to the registration of documents.”

*****

“13. “Consent” defined.- Two or more persons are said to consent

when they agree upon the same thing in the same sense.”

(emphasis supplied)

O.M.P.(I) (COMM.) 30/2026 Page 17 of 32

39. The doctrine of consensus ad idem constitutes the very

foundation and soul of binding terms between them. Unless it is

demonstrated that the parties had mutually agreed upon the essential

and material terms governing the transaction with certainty, clarity,

and finality, no concluded agreement can be said to exist in the eyes of

the law.

40. Mere negotiations, exchanged communications, draft

agreements, tentative proposals, preliminary understandings, or

ongoing commercial discussions may at best indicate an intention to

negotiate or explore a prospective business relationship; however,

such circumstances do not, by themselves, mature into a legally

enforceable contract unless the parties demonstrably arrive at a final,

unequivocal, and binding meeting of minds on all essential terms of

the arrangement.

41. Tested on the aforesaid principles, this Court is unable to hold

that the material placed on record discloses, even prima facie, the

existence of a concluded and enforceable arbitration agreement

between the parties within the meaning of Section 7 of the A&C Act.

The documents and communications relied upon by the Petitioner fail

to establish any clear consensus ad idem between the parties with

respect to the essential contractual terms, much less any unequivocal

agreement evincing a mutual intention to submit disputes to

arbitration. In the absence of such demonstrable meeting of minds,

this Court cannot presume the existence of a valid arbitration

agreement merely on the basis of prior negotiations, financial

transactions, or exchanged drafts.

O.M.P.(I) (COMM.) 30/2026 Page 18 of 32

42. The Petitioner predicates its case primarily on the draft SPA

and the draft SHA exchanged between the parties, coupled with

certain WhatsApp communications and alleged oral assurances.

However, the admitted position which emerges from the record is that

none of the alleged agreements was ever executed by the parties.

43. The Petitioner itself pleads that draft Agreements were

circulated on 06.08.2024; modifications were thereafter suggested by

representatives of the Respondents, and a purported “final version”

was subsequently shared on 24.08.2024. The very fact that

amendments and modifications continued to be proposed after the

circulation of drafts demonstrates that the negotiations had not

attained contractual finality. A continuing process of revisions and

alterations is, in fact, antithetical to the existence of a concluded

contract.

44. Significantly, no material has been placed before this Court

evidencing unconditional acceptance of the final drafts by the

Respondent Nos. 1 and 2. Mere assertions that Respondent No. 3

verbally confirmed approval cannot substitute for legally cognizable

evidence demonstrating acceptance by all contracting parties.

45. At this stage, it would be apposite to refer to the relevant

portions of the judgment in Govind Rubber Ltd. (supra), upon which

considerable reliance has been placed by the learned Senior Counsel

appearing on behalf of the Petitioner to contend that the parties, in the

present case, were ad idem regarding the existence of an arbitration

agreement between them. The relevant paragraphs of the said

judgment read as under:

“12. There may not be any dispute with regard to the settled

proposition of law that an agreement even if not signed by the

parties can be spelt out from correspondence exchanged between

O.M.P.(I) (COMM.) 30/2026 Page 19 of 32

the parties. However, it is the duty of the court to construe

correspondence with a view to arrive at the conclusion whether

there was any meeting of mind between the parties which could

create a binding contract between them. It is necessary for the court

to find out from the correspondence as to whether the parties were

ad idem to the terms of contract.

13. It is equally well settled that while construing an arbitration

agreement or arbitration clause, the courts have to adopt a

pragmatic and not a technical approach. In Rukmanibai

Gupta v. Collector [(1980) 4 SCC 556], this Court held that: (SCC

p. 560, para 6)

“6. Arbitration agreement is not required to be in any

particular form. What is required to be ascertained is

whether the parties have agreed that if disputes arise

between them in respect of the subject-matter of contract

such dispute shall be referred to arbitration, then such an

arrangement would spell out an arbitration agreement.”

14. So far as the first contention made by the learned counsel for

the appellant that since the appellant did not sign the agreement, it

cannot be said to be a party to the agreement, we would like to

refer Section 7 of the Arbitration and Conciliation Act, which reads

as under:

“7. Arbitration agreement. - (1) In this Part, „arbitration

agreement‟ means an agreement by the parties to submit

to arbitration all or certain disputes which have arisen or

which may arise between them in respect of a defined

legal relationship, whether contractual or not.

(2) An arbitration agreement may be in the form of an

arbitration clause in a contract or in the form of a separate

agreement.

(3) An arbitration agreement shall be in writing.

(4) An arbitration agreement is in writing if it is

contained in—

(a) a document signed by the parties;

(b) an exchange of letters, telex, telegrams

or other means of telecommunication which

provide a record of the agreement; or

(c) an exchange of statements of claim and

defence in which the existence of the

agreement is alleged by one party and not

denied by the other.

(5) The reference in a contract to a document

containing an arbitration clause constitutes an arbitration

agreement if the contract is in writing and the reference is

such as to make that arbitration clause part of the

contract.”

15. A perusal of the aforesaid provisions would show that in order

to constitute an arbitration agreement, it need not be signed by all

the parties. Section 7(3) of the Act provides that the arbitration

O.M.P.(I) (COMM.) 30/2026 Page 20 of 32

agreement shall be in writing, which is a mandatory requirement.

Section 7(4) states that the arbitration agreement shall be in

writing, if it is a document signed by all the parties. But a perusal

of clauses (b) and (c) of Section 7(4) would show that a written

document which may not be signed by the parties even then it can

be arbitration agreement. Section 7(4)(b) provides that an

arbitration agreement can be culled out from an exchange of

letters, telex, telegrams or other means of telecommunication

which provide a record of the agreement.

16. On reading the provisions it can safely be concluded that an

arbitration agreement even though in writing need not be signed by

the parties if the record of agreement is provided by exchange of

letters, telex, telegrams or other means of telecommunication.

Section 7(4)(c) provides that there can be an arbitration agreement

in the exchange of statements of claims and defence in which the

existence of the agreement is alleged by one party and not denied

by the other. If it can be prima facie shown that the parties are at ad

idem, then the mere fact of one party not signing the agreement

cannot absolve him from the liability under the agreement. In the

present day of e-commerce, in cases of internet purchases, tele

purchases, ticket booking on internet and in standard forms of

contract, terms and conditions are agreed upon. In such

agreements, if the identity of the parties is established, and there is

a record of agreement it becomes an arbitration agreement if there

is an arbitration clause showing ad idem between the parties.

Therefore, signature is not a formal requirement under Section

7(4)(b) or 7(4)(c) or under Section 7(5) of the Act.

****

21. From the documents available on record and also referred to in

the impugned order, it is evident that at the request of the

appellant, the invoice was split into two invoices and in the said

letter of request reference was made to the sales contract. The

respondent proceeded to supply the goods on the terms contained

in the sales contract. The intention of the parties, as appearing from

the correspondence, can safely be inferred that there had been a

meeting of mind between the parties and they were ad idem to the

terms of sales contract which contained the forum of dispute

resolution at Singapore Commodity Exchange. Apart from that,

after the dispute was referred to Singapore Commodity Exchange

for arbitration, the appellant in response to the notice made a

counterclaim before the Arbitral Tribunal contending that the

appellant had incurred huge loss in view of the failure on the part

of the respondent to supply the goods in time. By making a

counterclaim, the appellant indeed submitted to the jurisdiction of

the arbitrator.”

(emphasis supplied)

O.M.P.(I) (COMM.) 30/2026 Page 21 of 32

46. There can be no quarrel with the settled proposition of law that

an arbitration agreement does not necessarily require signatures of the

parties upon a formal document in every case. An arbitration

agreement may, in an appropriate factual matrix, be gathered from

correspondence exchanged between the parties, contemporaneous

conduct, or other material circumstances evidencing a clear intention

to submit disputes to arbitration.

47. However, even in the absence of formal execution, the

foundational requirement of consensus ad idem remains

indispensable. The existence of a binding arbitration agreement cannot

be inferred merely from fragmented negotiations or exchanged drafts

unless the surrounding facts and circumstances unequivocally

demonstrate a mutual meeting of minds between the parties with

respect to the arbitration arrangement itself. It is, therefore, necessary

for this Court to examine the material circumstances emerging from

the record in the present case in order to ascertain whether such

consensus ad idem can be said to exist.

48. It is also relevant to note that it is the Petitioner‟s own

categorical case that the parties were engaged in negotiations in

relation to the proposed transaction. The existence of such ongoing

negotiations has been repeatedly and unequivocally admitted by the

Petitioner in the pleadings filed before this Court.

49. Without entering into unnecessary semantics, this Court deems

it apposite to advert to the averments contained in Paragraph Nos. 31

and 32 of the present Petition, which unequivocally demonstrate that

the contractual arrangements between the parties had not attained

finality even as late as September-October 2025. Significantly, these

developments have occurred subsequent to the exchange of legal

O.M.P.(I) (COMM.) 30/2026 Page 22 of 32

notices between the parties, upon which learned Senior Counsel for

the Petitioner has placed considerable reliance to contend that there

existed an arbitration agreement between the parties. The said

paragraphs of the Petition read as follows:

“31. In response thereto. Midpoint vide its rejoinder letters dated

17.09.2025 and 26.09.2025, replied to the letters dated 29.07.2025

and 08.09.2025 addressed by the Respondents, respectively,

categorically denying and disputing the concocted and arbitrary

valuations, the mischaracterization of the nature of the transactions

and the false and untenable assertion regarding forfeiture of the

amounts paid. Midpoint further called upon the Respondents to

strictly comply with and give effect to the notices dated 17.07.2025

and 27.08.2025, issued by Midpoint. A copy of the Rejoinder

Letters dated 17.09.2025 and 26.09.2025 issued by Midpoint are

annexed herewith and marked as DocumentP23 and Document

P24.

32. Thereafter, Midpoint made repeated requests and follow-ups

seeking repayment of the amounts due as well as execution and

compliance of the Midpoint SPA & SHA. In or about November

2025, Respondent No.3 - Madhur Mittal sent multiple messages to

Midpoint over WhatsApp, proposing to settle the outstanding

accounts and further offering to transfer immovable properties [i.e.

a shop cum office Plot No.118, Capital Central Market, Sector 79,

Faridabad and Basement and Ground floor of shop cum office

situated at Plot No.216, Capital Central Market, Sector 79,

Faridabad] in lieu of the outstanding dues payable by Fidatocity

and Trinity. A copy of the WhatsApp Chat dated 15.11.2025

between Midpoint and Respondent No.3 is annexed herewith and

marked as Document P25.”

(emphasis supplied)

50. A bare reading of the aforesaid pleadings leaves little room for

doubt that the Petitioner itself was seeking execution of the SPA and

the SHA, after the exchange of legal notices and responses thereto.

51. It is further an undisputed position that the arbitration clause

relied upon by the Petitioner was contained only in the draft SHA

exchanged inter se the parties. The very assertions made in the

Petition demonstrate that the SHA was yet to be finalized and

executed between the parties. Consequently, the material placed on

O.M.P.(I) (COMM.) 30/2026 Page 23 of 32

record itself militates against the contention that a concluded and

binding arbitration agreement had already come into existence.

52. Besides the above, the principal submissions advanced on

behalf of the Petitioner rest substantially upon two foundational

assertions. Firstly, it has been contended that certain representatives of

the Respondent Nos. 1 and 2 were, at the relevant time, negotiating

with the Petitioner on their behalf, and that such representatives had

finalized and confirmed the terms of the SPA and SHA.

53. On that basis, it is urged that the Respondents are bound by the

terms contained in the draft SHA, including the arbitration clause

incorporated therein, and are consequently, precluded from disputing

the existence of an arbitration agreement or the arbitrability of the

disputes raised herein.

54. This Court is unable to accept the aforesaid contention. Even

assuming that the concerned individuals were engaged in negotiations

on behalf of Respondent Nos. 1 and 2, the same by itself would not be

sufficient to bind corporate entities to a concluded contractual

arrangement, much less to an arbitration agreement. In the case of

juristic entities such as companies, authority to negotiate cannot

automatically be equated with authority to finally bind the company

contractually, unless there exists clear, unequivocal, and demonstrable

material showing that the concerned individuals were duly authorized

to conclude and bind the Respondents to the proposed agreements.

55. The Petitioner has failed to place on record any such material

evidencing express authorization, approval, ratification, board

sanction, or any unequivocal representation attributable to Respondent

Nos. 1 and 2 establishing that the alleged negotiators possessed

O.M.P.(I) (COMM.) 30/2026 Page 24 of 32

authority to finally conclude the transaction on behalf of the corporate

entities concerned.

56. In fact, it is not disputed that the Petitioner was fully aware of

the management structure and corporate functioning of Respondent

Nos. 1 and 2. In such circumstances, the Petitioner cannot legitimately

contend that it was misled regarding the authority or status of the

individuals with whom negotiations were being conducted. Mere

participation of certain individuals in discussions or negotiations, in

the absence of any demonstrable authorization or binding corporate

act, cannot by itself give rise to enforceable contractual obligations

against the corporate entities concerned.

57. Commercial negotiations undertaken by representatives, agents,

or intermediary negotiators do not attain the character of a concluded

and binding agreement unless the same are supported by legally

recognizable acts evidencing final acceptance by duly authorized

persons acting on behalf of the concerned entities. Any

communication exchanged during the course of negotiations, unless

shown to have culminated into an unequivocal and authorized

acceptance, cannot be construed as creating binding contractual

obligations upon the Respondents.

58. However, this Court is conscious of the well-recognised

exceptions to the aforesaid general principles. Nonetheless, no such

exception has either been specifically pleaded or otherwise

demonstrated to exist in the factual matrix of the present case.

59. The second foundational submission advanced by the Petitioner

is in the nature of an alternative argument, namely, that even if the

final agreements were not formally executed between the parties, the

arbitration clause contained in the draft SHA survives independently

O.M.P.(I) (COMM.) 30/2026 Page 25 of 32

of the substantive contractual terms and is enforceable by itself.

According to the Petitioner, since the arbitration clause formed part of

the draft agreements exchanged between the parties, the same

constitutes a binding arbitration agreement notwithstanding the non-

execution of the SHA itself.

60. This Court again has no disagreement with the settled legal

principle that an arbitration clause is separable and conceptually

independent from the substantive contractual terms contained in the

underlying agreement. However, the doctrine of separability cannot be

stretched to such an extent as to dispense altogether with the

requirement of mutual assent to the arbitration agreement itself. Mere

incorporation or presence of an arbitration clause in a draft agreement

exchanged during negotiations cannot, by itself, lead to the conclusion

that the parties had arrived at a concluded arbitration agreement,

unless the material on record demonstrates consensus ad idem

between competent and authorized representatives of both sides in

relation thereto.

61. This Court is unable to accept the broad proposition canvassed

by the Petitioner that in every circumstance the mere existence of an

arbitration clause in an exchanged draft document would, ipso facto,

bind the parties to arbitration. Such a proposition would run contrary

to the very foundational principles governing the formation of

contracts. In the peculiar facts of the present case, the admitted

position is that negotiations between the parties were ongoing and

several material terms of the proposed transaction had not attained

finality.

62. In such a scenario, it would be wholly incongruous to hold that

although there was admittedly no concluded consensus ad idem with

O.M.P.(I) (COMM.) 30/2026 Page 26 of 32

respect to the substantive contractual terms, there nevertheless existed

a complete and binding consensus ad idem exclusively with respect to

the arbitration clause.

63. In the opinion of this Court, the arbitration agreement cannot be

viewed in artificial isolation, divorced entirely from the factual matrix

in which the negotiations between the parties admittedly remained

incomplete and inconclusive. This assumes greater significance in the

present case where the arbitration clause itself formed an intrinsic and

inseparable part of the very documents and contractual arrangements

that had yet to attain finality and were still awaiting approval from the

Respondent entities. In such circumstances, the arbitration clause

cannot be selectively severed and treated as a concluded and binding

agreement independent of the underlying negotiations and unresolved

contractual terms between the parties.

64. Accordingly, having regard to the overall facts and

circumstances emerging from the record, this Court is unable to arrive

at a prima facie conclusion that there existed any valid, concluded,

and enforceable arbitration agreement between the parties within the

meaning of Section 7 of the A&C Act.

65. Now turning to the reliance placed by the Petitioner upon the

judgment of the Hon‟ble Supreme Court in Glencore International

AG (supra), this Court is of the considered opinion that the said

reliance is misplaced. The Petitioner has sought to contend, on the

strength of the said decision, that the parties in the present case were

ad idem regarding the existence of an arbitration agreement and that

such consensus is reflected through the WhatsApp exchanges and

other communications between the parties. For ready reference, some

relevant portions of the said judgment are reproduced hereunder:

O.M.P.(I) (COMM.) 30/2026 Page 27 of 32

“19. We are of the considered opinion that it was not necessary for

the appellant to fall back upon the contract of 2012 in the light of

the admitted facts that demonstrated, in no uncertain terms, that the

parties duly accepted and acted upon Contract No. 061-16-12115-S

dated 11.03.2016. There is no denying the legal proposition that an

arbitration agreement can be inferred even from an exchange of

letters, including communication through electronic means, which

provide a record of the agreement. The mere fact that Contract No.

061-16-12115-S was not signed by respondent No. 1 would not

obviate from this principle when the conduct of the parties in

furtherance of the said contract, clearly manifested respondent No.

1's acceptance of the terms and conditions contained therein, which

would include the arbitration agreement in clause 32.2 thereof.

20. It is an admitted fact that 2,000 metric tons of zinc metal were

supplied by the appellant pursuant to Contract No. 061-16-12115-S

and not only were 8 invoices raised by the appellant in the context

thereof, quoting the said contract number, but respondent No. 1

also complied with its obligations under that contract by furnishing

two Standby Letters of Credit on 22.04.2016 and 17.11.2016.

Thereafter, it also furnished an amended Letter of Credit on

02.07.2016. All these Letters of Credit were issued by HDFC

Bank, respondent No. 2, at the behest of respondent No. 1, quoting

Contract No. 061-16-12115-S. The exchange of correspondence by

and between the appellant and respondent No. 1 also contained

references to the very same Contract No. 061-16-12115-S.

21. The feeble plea of respondent No. 1 that this contract number

was referred to in the context of the earlier email correspondence

does not merit consideration as that contract number came into

existence only after the exchange of email correspondence on

10.03.2016 and 11.03.2016. It is also significant to note that even

in the course of this email correspondence, respondent No. 1

indicated its concurrence with the terms and conditions proposed

by the appellant in its email dated 10.03.2016 by way of its reply

email dated 11.03.2016, wherein it suggested only one

modification, i.e., with regard to the provisional price being on the

basis of the average of the last 5 LME days instead of the last 10

LME days, as proposed by the appellant. It was pursuant to such

confirmation by respondent No. 1 that the appellant thanked it for

the business confirmation and promised to revert with the contract

and proforma. Admittedly, Contract No. 061-16-12115-S, signed

by the appellant, reflected the modified provisional pricing, as

requested by respondent No. 1, and stated that the provisional price

would be the average of the last 5 LME days. Further, pursuant to

the said contract, respondent No. 1 furnished two Standby Letters

of Credit and thereafter lifted 2,000 Metric Tons of zinc metal.

Such actions on its part clearly demonstrated due and complete

acceptance of the said contract. Therefore, it cannot blithely bank

O.M.P.(I) (COMM.) 30/2026 Page 28 of 32

upon its own failure to sign the said contract to wriggle out of the

terms and conditions mentioned therein.

****

29. In the light of the aforestated settled legal position and given

the admitted facts, which unequivocally demonstrate that

respondent No. 1 signified its consent to the terms spelt out in the

appellant's email dated 10.03.2016 that finally found place in

Contract No. 061-16-12115-S which, in turn, was accepted and

acted upon by respondent No. 1, we are of the considered opinion

that the arbitration agreement in clause 32.2 thereof was very much

available to the appellant and invocation thereof under Section 45

of the Act of 1996, by way of I.A. No. 4550 of 2017 in CS

(Comm) No. 154 of 2017, was fully justified and required to be

accepted and acted upon by the referral Court. The refusal by the

referral Court of the learned Judge and the confirmation of such

refusal by the Division Bench are, therefore, unsustainable on facts

and in law.”

66. However, the factual foundation in Glencore International AG

(supra) stands on an entirely different footing. In the said case, the

material on record unequivocally demonstrated that the parties had

reached a concluded understanding on the terms of the contract and

had acted upon the same in furtherance thereof.

67. The Hon‟ble Supreme Court in that case noted that the

contractual terms had been expressly accepted through email

correspondence, the modifications suggested by one party had been

incorporated into the final contract, and, most significantly, the parties

had thereafter performed substantial obligations under the said

agreement, including supply of goods, issuance of invoices, furnishing

of Letters of Credit, and lifting of material strictly in terms of the

contract in question. It was in those circumstances that the Apex Court

held that the conduct of the parties unmistakably established

acceptance of the contract, including the arbitration clause contained

therein, notwithstanding the absence of signatures on the formal

agreement.

O.M.P.(I) (COMM.) 30/2026 Page 29 of 32

68. The present case, however, does not disclose any such

concluded consensus or subsequent conduct evidencing unequivocal

acceptance of finalized contractual terms. On the contrary, the

material placed on record clearly indicates that the draft SPA and

SHA exchanged between the parties never attained finality. The

negotiations remained fluid and tentative, and the correspondence

itself reveals that upon the failure of the proposed SPA and SHA

structure, the parties allegedly began discussing an altogether different

arrangement in the nature of a loan transaction. The subsequent

discussions regarding fresh loan agreements themselves demonstrate

that the earlier contractual framework had not crystallized into a

binding and concluded arrangement.

69. Similarly, the WhatsApp exchanges and other communications

relied upon by the Petitioner do not establish any unequivocal assent

or concluded agreement between the parties. At best, the said

communications reflect ongoing commercial negotiations and

attempts to arrive at mutually acceptable terms. They do not disclose

any final consensus on the essential contractual terms, much less any

clear and binding agreement to arbitrate disputes.

70. Mere exchanges of draft documents or commercial discussions

cannot be elevated to the status of a concluded arbitration agreement

in the absence of a clear meeting of minds and definitive acceptance

by the parties. The material on record, therefore, clearly establishes

that the parties never attained certainty or finality in respect of the

contractual arrangements sought to be relied upon by the Petitioner.

71. Equally misplaced is the reliance placed by the Petitioner upon

Trimex International (supra). The said judgment arose in a

completely distinct factual background where the correspondence

O.M.P.(I) (COMM.) 30/2026 Page 30 of 32

between the parties clearly evidenced a concluded commercial bargain

and mutual acceptance of the contractual terms. The Petitioner cannot

selectively rely upon isolated observations from the said judgment

while disregarding the materially different factual circumstances in

which the same was rendered.

72. The record in the present case reflects that the financial

transactions between the parties had admittedly taken place prior to

the formulation and exchange of the draft SPA and SHA. The said

circumstance itself indicates that the transfer of funds was not

effectuated pursuant to any finalized contractual framework

containing mutually accepted terms governing the rights and

obligations of the parties.

73. This Court also finds considerable merit in the contention

advanced on behalf of the Respondents that the Petitioner has sought

to conflate commercial dealings with contractual finality. Mere receipt

or utilization of funds, by itself, cannot create a binding contract

where none otherwise exists in law. At the highest, such transactions

may furnish a cause of action in restitution, recovery, or other civil

proceedings. However, they cannot substitute the statutory

requirement of a valid arbitration agreement founded upon mutual

consent, certainty of terms, and a concluded meeting of minds

between the parties.

74. In the present case, although the Respondents do not dispute the

receipt of monies, there remains a serious and fundamental dispute

regarding the very nature and terms of the proposed transaction. The

record reflects that the discussions initially proceeded on the basis of

the proposed SPA and SHA, but subsequently shifted towards

negotiations for fresh loan agreements.

O.M.P.(I) (COMM.) 30/2026 Page 31 of 32

75. Significantly, even in the pleadings before this Court, the

Petitioner continued to assert and seek execution of the SPA and SHA

at a later stage, which itself demonstrates that the parties had never

arrived at a concluded and binding arrangement. It is also material to

note that the arbitration clause relied upon by the Petitioner forms part

only of Clause 19 of the draft SHA, which itself admittedly never

attained finality. In such circumstances, the absence of certainty and

consensus regarding the underlying contractual framework becomes

manifest.

76. At the cost of repetition, this Court is mindful that proceedings

under Section 9 of the A&C Act do not require a detailed adjudication

on the merits of the disputes between the parties. Nonetheless, the

existence of a valid and enforceable arbitration agreement is not

merely a disputed question of fact, but a foundational jurisdictional

precondition for the exercise of powers under the A&C Act. Unless

such a foundational requirement is established, this Court cannot

assume jurisdiction under Section 9 merely on the basis of ongoing

negotiations, exchanged draft agreements, commercial dealings, or

other inconclusive communications between the parties.

DECISION:

77. In view of the foregoing analysis, this Court is unable to hold,

even prima facie, that a valid and enforceable arbitration agreement

existed between the parties within the meaning of Section 7 of the

A&C Act. The material on record does not disclose any concluded

consensus ad idem between the Petitioner and Respondent Nos. 1 and

2 on the essential terms of the transaction, nor any unequivocal

agreement evincing a mutual intention to submit disputes to

arbitration.

O.M.P.(I) (COMM.) 30/2026 Page 32 of 32

78. Once the foundational requirement for invoking Section 9 of the

A&C Act, namely the existence of a valid arbitration agreement, is

found to be absent, the jurisdiction of this Court under the A&C Act

cannot be invoked. Consequently, the present Petition is not

maintainable and no occasion arises for this Court to examine the

merits of the interim reliefs sought by the Petitioner.

79. In view thereof, the present Petition, along with all pending

applications, is dismissed.

80. It is, however, clarified that this Court has expressed no opinion

on the merits of the monetary or civil claims inter se the parties, and

the Petitioner shall have the liberty to avail such remedies as may be

available in law.

81. No order as to costs.

HARISH VAIDYANATHAN SHANKAR, J.

MAY 29, 2026/sm/va