Arb.O.P.(Com.Div.) No.175 of 2021

In the High Court of Judicature at Madras

Reserved on:

02.2.2026

Delivered on:

17.2.2026

Coram :

The Honourable Mr.Justice N.ANAND VENKATESH

Arbitration O.P.(Com.Div.) No.175 of 2021

Volleyball Federation of India,

rep.by Secretary General

Mr.Anil Choudry, Room No.72,

Jawaharlal Nehru Stadium,

Chennai-600003 ...Petitioner

Vs

Baseline Ventures (India) Pvt. Ltd.,

AWFIS Chemtex House, 6th Floor,

Chemtex Lane, Hiranandani Gardens,

Mumbai-400076. ...Respondent

PETITION under Section 34 of the Arbitration and Conciliation

Act, 1996 praying to set aside the award dated 21.11.2020 passed

by the learned Arbitrator.

For Petitioner : Mr.P.V.Balasubramanian

For Mr.P.Siddharth for

M/s.BFS Legal

For Respondent : Mrs.Elizabeth Seshadri &

Mr.H.Karthik Seshadri

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ORDER

This petition has been filed assailing the award passed by the

learned Arbitrator dated 21.11.2020 under Section 34 of the

Arbitration and Conciliation Act, 1996 (for short, the Act).

2. Heard both.

3. The brief facts of the case are as follows:

(i) The respondent/claimant is a sports marketing and

promotion company. The petitioner federation is a registered society

and has been recognized as the Ministry of Youth Affairs,

Government of India. The petitioner federation is the sole governing

body of players of volleyball registered with it. The parties decided

to conduct a pro-volleyball league (PVL) and accordingly, they

entered into an agreement dated 21.2.2018 for a period of ten years

and the respondent/claimant agreed to conduct ten seasons of the

league. As per the agreement, the duration of the agreement, the

rights to hold, host, organize and operate the league were agreed

upon.

(ii) The petitioner federation agreed to be entitled to one time

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payment fee of Rs.2.50 Crores for the entire term of the agreement

and in addition to the said one time payment fee, the petitioner

federation was also entitled to a minimum guarantee amount as set

out in the agreement and 50% of each season’s net profit. The first

season of the tournament was conducted between 02.2.2019 and

22.2.2019 at Kochi and Chennai.

(iii) Since the petitioner federation was entitled to 50% of the

profit, they sent a communication dated 18.6.2019 to the

respondent/claimant to furnish all the details of the statement of

accounts of the first season of the PVL. In turn, the respondent/

claimant sent a reply dated 04.7.2019 and submitted the auditor’s

report of its statement of accounts for the first season of the PVL. As

per the statement of accounts, the respondent/claimant showed a

loss to the tune of nearly Rs.1.66 Crores. This was construed by the

petitioner federation to have been deliberately done in order to

deprive them 50% of the net profit as per the agreement.

(iv) This trigger resulted in a dispute between the parties.

Apart from that, the respondent/claimant also attempted to file an

application before the Trade Mark Registry to register the name and

logo of the PVL in their name, which was also construed by the

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petitioner federation as a breach of the terms of the contract. In

view of the above, the petitioner federation issued a notice dated

18.8.2019 to the respondent/claimant pointing out to various acts

and deeds, which constituted breach of the agreement committed by

the respondent/claimant. The petitioner federation nominated three

members to constitute an Audit Committee and called upon the

respondent/claimant to furnish all relevant documents before the

Audit Committee to be approved by the Governing Council and the

petitioner federation before organizing the second season of the

PVL.

(v) On receipt of the said notice, the respondent/claimant

gave a reply dated 26.8.2019. According to the petitioner, the

respondent/claimant tried to justify its action and also made certain

personal allegations against the Secretary General of the petitioner

federation and maligned their reputation.

(vi) The issues were not amicably resolved between the

parties and the relationship between the parties was getting

strained. The Federation Internationale De Volleyball (FIVB)

convened a meeting on 31.10.2019 with an intention to amicably

settle the dispute between the petitioner federation and the

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respondent/claimant. The FIVB suggested an addendum to the

agreement. Even thereafter, the dispute was not resolved between

the parties and the addendum was not finalised.

(vii) According to the petitioner, the respondent/claimant also

did not take any steps to cure the breaches caused by them. The

petitioner federation, on 18.11.2019, issued a press release

announcing termination of the agreement and by letter dated

19.11.2019, a notice of termination of agreement was issued by the

petitioner federation in line with Clause 6.4 of the agreement.

(viii) On receipt of the same, the respondent/claimant, through

communication dated 28.11.2019, refuted the allegations made and

called upon the petitioner federation to recall the termination letter

dated 19.11.2019, failing which, the respondent/claimant would be

constrained to initiate legal proceedings.

(ix) The dispute was referred to the learned Arbitrator and the

respondent/claimant filed a statement of claim and sought for the

relief of directing the petitioner federation to pay a sum of Rs.2.25

Crores along with interest from 18.12.2019 till the date of

realization and a further sum of Rs.6.28 Crores (approximately) as

damages in view of the wrongful and illegal termination of the

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agreement dated 21.2.2018 along with interest from 19.11.2019 till

the date of realization.

(x) Before the learned Arbitrator, the petitioner federation

submitted a statement of defence denying the claim made by the

respondent/claimant and justifying termination of the agreement.

The petitioner federation also made counter claims for directing the

respondent/claimant to pay a sum of Rs.14.93 Crores representing

the loss on account of breach of the agreement by the respondent/

claimant, Rs.2.50 Crores towards damages for loss of reputation,

Rs.3,94,521/- towards interest on delayed payment of minimum

guarantee fee, to assign the petitioner federation all the trade mark

registrations/applications for the mark “PVL” and the logo, to injunct

the respondent/claimant from using the mark and for interest and

costs.

(xi) The learned Arbitrator, on considering the pleadings,

framed the following issues:

“1. Whether the termination of the

agreement dated 21.2.2018 through a notice

dated 19.11.2019 valid and justify?

2. Whether the failure to conduct the

league for the year 2018 constitute a breach of

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the terms of the agreement?

3. Whether the expression of 10 season of

league matches for the period of operation of

agreement for 10 years mandate the setting up

at least one season for every year?

4. Whether the inability of Sony TV to

secure a window for telecast of matches of 2018

a justification for not conducting the league for

the year 2018?

5. Whether the permission accorded to the

claimant to conduct the league 2019 and

congratulatory messages of the President of the

respondent federation constitute a waiver on the

part of the respondent to complain of failure to

conduct league matches for 2018?

6. Whether the failure to conduct Women

Volleyball League and Beach Volleyball League

constitute a breach to support them as grounds,

among others for termination of the agreement?

7. Whether the claimant is guilty of

manipulation if accounts to return losses for

season 2019?

8. Whether the respondent could be

stated to be guilty of not setting up an audit

committee in the manner contemplated under

the agreement as soon as the respondent was

dissatisfied with the correctness of the account

shown by the claimant?

9. Whether details of expenses shown by

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the claimant under various heads for conduct of

the 1st season exaggerated as contended by the

respondent?

10. Whether the claimant was entitled to

apply for registration of trademark "Pro

Volleyball League" as well as its logo unlawful

and violative of the terms of the agreement?

11. Whether the copyright for Pro

Volleyball League and the logo belong to the

respondent and consequently an application by

registration by the claimant is wrong and

unjustified?

12. Whether the claimant is entitled to

assessment of loss of profit to be claimed

against the respondent at Rs.4,00,00,000/- and

if not, to what amount?

13. Whether the claimant is entitled to

claim against the respondent the loss alleged to

have been incurred for season I and if so to what

amount?

14. Whether the claimant is entitled to

allege overhead expenses not included in the

auditor statement between April 2018 to October

2019 and if so to what amount?

15. Whether the claimant suffered any

loss of reputation on account of termination of

the contract to be entitled to any compensation

and if so to what amount?

16. Whether the delay in payment of one

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time fee and minimum guarantee amount as

stipulated under the agreement justified and if

not, what is the quantum of amount payable by

the claimant to the respondent?

17. Whether the claimant is liable to pay

loss of profits to the respondent in the event of

the finding that the termination of contract was

lawful to an amount of Ra.14,93,74,246/-and if

not, to what amount?

18. Whether the respondent has suffered

a loss of reputation by the conduct of the

claimant to merit a claim for Rs.2,50,00,000/- or

such amount that the Tribunal may determine?

19. Whether the claimant is entitled to

interest of Rs.3,94,521/- for delay payment of

minimum guarantee fee?

20. Whether the respondent is entitled to

seek for assignment of application of trademark

Pro Volleyball League and Logo or any other

name deceptively similar to it?

21. Whether the respondent is entitled to

relief of injunction against the claimant from in

any manner using the trademark Pro Volleyball

League or its Logo?

22. Whether the parties are entitled to

costs of one against the other?

23. Whether the claimant is entitled to

assessment of interest for the amount claimed

or as assessed and if so, what is the rate of

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interest?

24. Whether the respondent is entitled to

assessment of interest for the amount claimed

or as assessed and if so, what is the rate of

interest?

25. To what other reliefs?”

(xii) The respondent/claimant examined C.W.1 and marked

Ex.C.1 to Ex.C.84. The petitioner federation examined R.W.1 and

marked Ex.R.1 to Ex.R.25.

(xiii) The learned Arbitrator, on considering the facts and

circumstances of the case and on appreciation of evidence, passed

the following award:

“79. In the result, in the line of findings

rendered under the above issues,

(1) The claimant is entitled to loss of

profits of Rs.4,00,00,000/- (Rupees four crores

only) against the respondent with interest at

12% from the date of commencement of arbitral

proceedings till the date of payment;

(ii) The claims for loss for season 1, claim

for overheads, expenses and loss of reputation

are dismissed;

(iii) The counter claim for

Rs.14,93,74,246/- made by the respondent

against the claimant is dismissed;

(iv) The damages for wrongful attempt for

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registration of trademark and logo is assessed at

Rs.1,00,000/- (Rupees one lakh only) nominally

which the claimant is liable to pay the

respondent/counter claimant with interest at

12% from the commencement of arbitral

proceedings till the date of payment;

(v) There shall be a mandatory direction

against the claimant to transfer the application

for registration of copyright, trademark and logo

for Pro Volleyball League in favour of the

respondent/counter claimant;

(vi) There shall be an injunction

restraining the claimant from in any manner

using/infringing the copyright, trademark or logo

for any event that the claimant organizes in

future except with the permission of the

respondent;

(vii) The parties are at liberty to have a

due diligence to be conducted by a neutral

auditor for assessment of the account for season

I and any payment secured under this award will

not affect or be affected by the outcome of such

an exercise of audit;

(viii) The rights of franchisees of the 1st

season will be governed by the terms of

respective contracts and this award will not in

any way affect their rights and shall be

considered, with the first option of refusal, when

a competitive league is organized by the

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respondent or its authorised representative; and

(ix) The claimant shall be entitled to costs

assessed at Rs.5,00,000/- (Rupees five lakhs

only) against the respondent.”

(xiv) Aggrieved by the above award, the petitioner federation

has approached this Court by filing this petition.

4. The learned counsel appearing on behalf of the petitioner

federation made the following submissions:

(a) The respondent/claimant committed breach of the

agreement by not conducting season-1 in the year 2018, not

conducting the Women’s League and the Beach Volleyball League,

neglected to pay the one time payment fee and minimum guarantee

amount as per the time line in the agreement, neglected to form the

Governing Council and the Audit Committee, unnecessarily involved

the FIVB in the dispute resolution, snatched the intellectual property

rights of the petitioner federation and indulged in manipulation of

accounts by showing loss thereby depriving 50% share of the

petitioner federation in the net profit.

(b) The learned Arbitrator went wrong in rendering a finding

that not commencing the league in the year 2018 and not

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conducting the Women’s League and the Beach Volleyball League

did not constitute violation of the terms of agreement. Hence, just

because there was a failure on the part of the petitioner federation

to insist upon performance of the agreement, it would not be

deemed waiver of the provision. This finding went against terms of

the very agreement and the relevant materials that were placed

before the learned Arbitrator and therefore, this finding suffers from

perversity and patent illegality.

(c) The learned Arbitrator also went wrong in rendering a

finding that there was no manipulation of accounts on the part of

the respondent/ claimant and this finding would run against the

other findings rendered to the effect that the expenses shown and

some of the vouchers exhibited did not accord with the proper

detailing of expenses. The accounts required a third party audit and

those portions were construed as blemishes and not manipulation of

accounts. Hence, this finding also suffers from patent illegality.

(d) The learned Arbitrator further went wrong in rendering a

finding that there was no delay in the one time payment fee and the

minimum guarantee amount in spite of the fact that C.W.1 admitted

that the same had to be paid within a time frame. Therefore, this

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finding requires the interference of this Court.

(e) The learned Arbitrator also went wrong in rendering a

finding that the termination notice was not in line with the

procedure contemplated under Clause 8 of the agreement without

noticing the fact that Ex.C.19 notice dated 18.8.2019 provided for

seven days to cure the defects and that ultimately, the termination

was done much beyond the period contemplated under the

agreement. Therefore, such a finding went against the substantial

compliance of the requirements by the petitioner federation under

the agreement. Even otherwise, mere procedural irregularities in the

termination does not, ipso facto, make the termination illegal.

Hence, the said finding also requires the interference of this Court.

(f) The learned Arbitrator once again went wrong in awarding

compensation towards the alleged loss of profit suffered by the

respondent/claimant without proper reasoning and rendered a

finding that Rs.4 Crores would be a reasonable loss of profit on mere

surmises.

(g) The learned Arbitrator went wrong in rejecting the counter

claims made by the petitioner federation towards damages for loss

of reputation and loss of profits.

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5. Per contra, the learned counsel appearing for the

respondent/claimant submitted as follows:

The findings rendered by the learned Arbitrator were

reasonable since they were supported by sufficient reasons. Such

findings were rendered on appreciation of evidence and after

considering the terms of the agreement. Such a possible view taken

by the learned Arbitrator could not be interfered under Section 34 of

the Act. Accordingly, the learned counsel sought for dismissal of this

petition by confirming the award passed by the learned Arbitrator.

6. This Court has carefully considered the submissions of the

learned counsel on either side and perused the materials available

on record and more particularly the impugned award.

7. Before this Court goes into the various issues dealt with by

the learned Arbitrator and the submissions made on either side on

the findings rendered for the issues, the background, in which, the

petitioner federation entered into an agreement with the

respondent/claimant assumes some significance. Dealing with the

same briefly will lay a foundation to understand this case in its

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proper context. It must also be borne in mind that it was the

respondent/claimant, which was bringing in funds, sponsors,

franchisees and was undertaking the entire work to conduct the

league and the petitioner was a mere facilitator.

8. Earlier, the petitioner federation made an attempt to

organize a national volleyball league in the year 2011. But, the

same was not successful due to the lacklustre response from the

general public. There were several internal squabbles in the

petitioner federation, which led to the suspension of the federation

by the Government of India in the year 2016 and it was

subsequently revoked only in the year 2017 after elections were

held and the Secretary General was chosen. The parties were

discussing with each other for conducting the league and ultimately,

it fructified in an agreement under Ex.C.2.

9. On the one hand, the petitioner federation was the

Authority for conducting sports activities relating to volleyball since

they were coming under the aegis of the Ministry of Youth Affairs

and Sports, Government of India and on the other hand, due to the

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previous failure, they were also looking for parties to conduct events

and the presentation made by the respondent/claimant convinced

the petitioner federation and they entered into an agreement for

conducting the league, which involved national and international

players.

The findings of the learned Arbitrator on issue Nos.2 to 5:

10. These issues pertained to non conduct of the league

during the calendar year 2018 and the interpretation of the word

‘season’ in the agreement.

11. The specific case of the petitioner federation was that the

non conduct of the league season-1 in 2018 constituted breach of

the contract. The petitioner federation placed reliance on Ex.R.1 and

Ex.R.2, which provided for the commencement of season-1 in late

August 2018. Apart from that, Clause 1.1 of the agreement

stipulated that ‘season’ would mean matches to be played each

year.

12. The learned Arbitrator gave a finding that the contract did

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not make out any specific stipulation that season-1 would be

conducted in 2018 itself. The learned Arbitrator further took into

consideration various formalities that were going on between the

parties and also took specific notice of the tripartite contracts with

the franchisees, which took place only between 10.10.2018 and

03.1.2019 under Ex.C.69. Apart from that, there was also a

novation of the tripartite agreement under Ex.C.45 on 12.1.2019.

The title sponsor namely ‘RuPay’ also came on board only on

25.1.2019 (Ex.C.37).

13. In view of the same, the learned Arbitrator came to the

conclusion that the petitioner federation was very well aware that

the first season was going to be held only in 2019. Therefore, the

learned Arbitrator rendered a finding that if at all the petitioner

federation construed that non commencing of season-1 of the

league constituted breach of the agreement, they ought to have

produced some material to show that they were insisting for the

commencement of the league from 2018. In the absence of the

same and in the light of the various developments that were taking

place upto 2019, in which, the petitioner federation was also a

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party, the learned Arbitrator concluded that the non starting of

season-1 in the year 2018 did not constitute breach of the

agreement.

14. Apart from the above, the learned Arbitrator interpreted

the terms ‘league’, ‘season’ and ‘season year’ and came to the

conclusion that even though ‘ season year’ was treated as

synonymous to the calendar year, it should be reckoned only for the

tenure of the agreement as subsisting for ten years and that it was

not a mandate that for every calendar year, there should be one

league event and it was possible that one calendar year could have

even two league events to square off the responsibility of conducting

an event for one year when there was no event.

15. All the above findings rendered by the learned Arbitrator

are certainly possible views on interpretation of the terms of the

agreement and also the conduct of the petitioner, which was very

well aware that the first season was not going to commence in

2018. Hence, the findings of the learned Arbitrator do not

require the interference of this Court on these issues .

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Issue No.6:

16. This issue pertained to non conduct of the Women’s

Volleyball League and the Beach Volleyball League, which, according

to the petitioner federation, constituted breach of the agreement.

17. The learned Arbitrator found that there were references

about the Women’s Volleyball League and the Beach Volleyball

League under the rights and responsibilities of the parties at Clause

2.1. The learned Arbitrator, on the basis of the various findings

rendered for issue Nos.2 to 5, dealt with this issue also. The learned

Arbitrator found that till the conclusion of the first season, there was

not even a single communication from the petitioner federation

insisting for conducting the Women’s Volleyball League and the

Beach Volleyball League.

18. The learned Arbitrator also found that there was no

specific mandate in the agreement for conducting the Women’s

Volleyball League and the Beach Volleyball League within any

stipulated period and that apart from that, it was the responsibility

of the petitioner federation to make available the players since they

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were the sole Governing Body of Players of Volleyball registered and

associated with them. The learned Arbitrator took note of certain

communications addressed to the Services and the Railways wherein

it was found that the insistence was on men players and that there

were no steps taken to push the Women’s Volleyball League or the

Beach Volleyball League.

19. Under such circumstances, considering the conduct of the

petitioner federation, the learned Arbitrator found that there was no

breach of contract involved merely on the failure to conduct the

Women’s Volleyball League and the Beach Volleyball League during

season-1. This finding rendered by the learned Arbitrator is

certainly a plausible view on appreciation of evidence and

therefore, it does not require the interference of this Court .

Issue Nos.7 to 9, which pertain to manipulation of accounts:

20. The case of the petitioner federation was that there were

several inconsistencies in the invoices submitted by the respondent/

claimant and that there were discrepancies in the audit report.

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21. Even the report submitted by the Deloitte, whose services

were engaged by the respondent/claimant, would show that the

expenses were inflated and false.

22. Therefore, it was contended on the side of the petitioner

federation that the revenue earned from advertisements on linear

and digital platforms were been reported in the audited profit and

loss statement, that the ticketing revenue was less than 76% of the

estimate, that there existed unexplained marketing expenses to the

tune of Rs.0.57 Crores, that there were discrepancies even in the

management fees and marketing expenses and that all those

manipulations were done by the respondent/claimant only to deprive

50% share in the net profit under the agreement.

23. The agreement itself contemplated formation of an Audit

Committee to look into the accounts where it was the petitioner

federation, which had to nominate three persons to the Audit

Committee. Such nomination was done through Ex.C.19.

Unfortunately, no meeting was convened with the respondent/

claimant regarding the audit committee and that there was no push

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on the side of the petitioner federation to drive the Audit Committee

to scrutinize the accounts that were handed over by the respondent/

claimant.

24. The petitioner federation utilized the services of Price

Waterhouse Coopers Private Limited and the respondent/claimant

utilized the services of Deloitte. Both the reports were before the

learned Arbitrator. On considering both the reports, the learned

Arbitrator came to the conclusion that both the reports would have

to be kept aside on account of the fact that both the reports could

not be strictly construed as an audit since disclaimers in both the

reports were too sweeping and that many of the findings remained

as questions, which could be answered only by the other side.

Hence, the learned Arbitrator proceeded to deal with this issue on

the other available materials.

25. In the considered view of this Court, it was this issue

regarding sharing of net profit, which actually led to the entire

agreement reaching a stalemate. Therefore, this Court will closely

scrutinize the findings of the learned Arbitrator and see if they are

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perverse or do suffer from patent illegality.

26. As observed supra, the respondent/claimant was running a

business and therefore, was the only contributor in so far as the

funds, sponsors and franchisees and all other dynamics for

conducting the league were concerned. On the other hand, the

petitioner was a facilitator and played an important role in terms of

being a powerful All India Body, which had the absolute control over

the volleyball sports and the players. In view of the same, as a

prudent businessman, the predominant motivation of the

respondent/claimant must be to earn profits.

27. Obviously, the responded/claimant is not getting into this

venture to suffer loss and in any case, if there is a loss, it is the

respondent/claimant, which will suffer the entire burden and not the

petitioner federation since the petitioner federation has been

guaranteed a minimum of Rs.1 Crore for a season with 10%

increment every year from seasons 2 to 10. A share from the net

profit will arise only when such 50% of the net profit is higher than

the minimum guarantee amount. Even in terms of expenses, it is

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the respondent/claimant, which has to bear the cost of paying the

national and international players, referees, ground staff, cheer

leaders, refreshment of the petitioner’s core team (Ref. Clauses 3.4

and 3.5) and also to bear the cost of travel, lodging and food

(Clause 3.3). There is absolutely no outflow in terms of any

expenses for the petitioner federation and at the best, they will

always earn income and will never suffer a loss and the agreement

itself has been designed in that manner.

28. It must also be borne in mind that only season-1 was

complete and that all the steps were taken for commencing

season-2. Regular communications were happening between the

parties. However, the issue of share in the net profit seems to have

put spokes in proceeding further with the league. These facts must

be borne in mind by this Court while going into this issue.

29. The learned Arbitrator, on appreciation of evidence,

rendered a finding that some of the expenses shown and some of

the vouchers exhibited did not accord with proper detailing of

expenses. On considering the claim also, the learned Arbitrator

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came to the conclusion that the petitioner federation was not

allowed any degree of control over the day to day functioning of the

respondent/claimant and its every item of expenditure.

30. Apart from that, the respondent/claimant was not

expected to submit the accounts of their day to day activities and

what was focussed by the learned Arbitrator was as to whether the

discrepancies that were found in terms of incurring expenses by the

respondent/claimant could be construed as manipulation of

accounts.

31. Unfortunately, in this case, the constitution of the Audit

Committee did not progress and at some stage, it became non

starter except for exchange of details, notes, etc. Many of the

answers that have been rendered by C.W.1 during the cross

examination did not form part of any of the communications that

took place between the parties.

32. The learned Arbitrator found that there was need for a

third party audit considering the scale of operation of the size of the

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league involved. However, the discrepancies that were shown did

not satisfy the learned Arbitrator to conclude that there was

manipulation of accounts. Hence, the learned Arbitrator rightly

rendered a finding that if the petitioner federation was of the firm

belief that the accounts were manipulated and the share of profit

was not duly accounted for, there could have been no bar for the

petitioner to seek for the relief of rendering the accounts during the

proceedings by appointing an independent auditor or auditor firm. In

the absence of the same, the learned Arbitrator was not able to

expand the scope of inquiry.

33. The copious reasons given by the learned Arbitrator are

certainly possible views and just because this Court will be able to

take a different view based on the same set of materials, that will

not be a ground to interfere under Section 34 of the Act as the law

on this issue is too well settled. In view of the same, the findings

rendered by the learned Arbitrator on these issues do not

require the interference of this Court.

Issue Nos.16 and 19:

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34. These issues pertained to delay in the one time payment

fees and the minimum guarantee amount and also the claim for

interest made by the petitioner federation.

35. The case of the petitioner federation was that the learned

Arbitrator erred in rendering a finding that there was no delay in the

one time payment fees and that the petitioner federation was

entitled to payment of interest.

36. The learned Arbitrator took into consideration the fact that

there was an obligation on the part of the petitioner federation to

raise invoices, that despite repeated requests made by the

respondent/claimant, the petitioner did not raise invoices and that

once the invoices were raised, payment was made promptly. The

learned Arbitrator also took into consideration the fact that the

invoices were needed for claiming GST refund. The learned

Arbitrator found that the obligation under Clause 3.3 of the

agreement has been complied with.

37. The finding of the learned Arbitrator is based on

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appreciation of evidence and the relevant clauses and it does

not suffer from any perversity or patent illegality warranting

the interference of this Court.

Issue Nos.15, 18 and 17:

38. The above issues pertained to loss of reputation arising

from the termination of contract and damages/loss of profit claimed

by the petitioner federation.

39. The learned Arbitrator found that the loss of reputation

was in the realm of tort and not in contracts. Apart from that, there

was no loss of reputation involved in this case by virtue of the

termination of contract. Therefore, the claim made by both the

parties under this head was rejected.

40. In the considered view of this Court, this finding

rendered by the learned Arbitrator is perfectly in accordance

with law.

41. In so far as the damages and loss of profit claimed by the

petitioner federation were concerned, the learned Arbitrator rightly

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found that the petitioner federation killed the goose that laid golden

eggs. The petitioner federation also had in their pocket Rs.2.5

Crores, which was the initial one time payment fee and Rs.1 Crore

as the minimum guarantee amount. Hence, the petitioner does not

suffer any loss and if at all there is any loss/damages, it is only

attributable to the attempt made by the respondent/claimant to

register their trademark and the logo in their favour. For that, a

notional damage of Rs.1 Crore was awarded apart from the relief of

injunction.

42. Therefore, the finding rendered by the learned

Arbitrator on these issues is also not liable to be interfered

by this Court.

Issue No.1:

43. This issue pertained to the validity of termination of the

contract effected by the petitioner federation.

44. The learned Arbitrator had already rendered a finding that

the non conduct of the league in 2018 including the Women’s

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Volleyball League and the Beach Volleyball League did not constitute

breach of agreement. The agreement contemplated a particular

procedure under Clause 6.3 of the agreement for termination of the

agreement. The learned Arbitrator found that 15 days’ prior notice

was not given when Ex.C.19 notice was issued since only 7 days’

notice was given for rectifying the alleged breach.

45. In any case, Ex.C.19, by itself, did not bring about a

potential threat of termination of the agreement. Even

thereafter, various discussions were held and in fact, there

was a FIVB mediated meeting where even a draft addendum

had been drawn out and the commencement date for season

- 2 was also announced. Hence, Ex.C.19, at the best, can only

be construed as yet another communication that took place

between the parties and it cannot be certainly treated as a

notice of termination.

46. A curious ground was raised on the side of the petitioner

federation as if the involvement of the FIVB would also constitute

breach of Clause 8.

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47. The learned Arbitrator rightly discarded this attempt

by rendering a finding that the FIVB was only attempting to

resolve the disputes in order to proceed to conduct season-2

of the league.

48. In so far as the trademark issue was concerned, the

learned Arbitrator rightly rendered a finding that Ex.C.19

would not come to the aid of the petitioner federation since it

was not in line with Clause 6.3.

49. As rightly contended on the side of the respondent/

claimant, there was ambiguity in the interpretation of the clauses

contained in the contract and even the learned Arbitrator used the

test of assessing for the so-called mischief in terms of trade mark

and copyright by claiming the ownership and found that this would

have had relevance only at the conclusion of all seasons. The

respondent/claimant was marketing and promoting the league and

was giving an interpretation that it included the name and logo that

were designed for conducting the league.

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50. Therefore, the learned Arbitrator, by applying legal

precedents, found that there was no danger of the trade mark to be

misused or sold to any third party and the respondent/claimant was

not, in fact, trying to run away from the scene so as to cause any

damage to the petitioner, which could be construed as a breach of

the agreement.

51. In the light of the above discussions, this Court

holds that the finding rendered by the learned Arbitrator on

this issue does not suffer from any perversity or patent

illegality warranting the interference of this Court.

Issue Nos.12 to 14:

52. These issues pertained to assessing of loss of profit by

unlawful termination.

53. The learned Arbitrator already rendered a finding that the

termination of contract was not justified. Therefore, the learned

Arbitrator went into the issue of fixing the loss of profit due to

unlawful termination. Thereafter, the learned Arbitrator took into

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consideration Ex.C.40 and gave the detailed estimate as to how the

projection of future revenue was made with the actual figures. While

undertaking this exercise, Ex.C.34 to Ex.C.39 were taken into

consideration. The learned Arbitrator, on appreciation of all the

materials, came to the conclusion that fixing a sum of Rs.4 Crores

under this head would be highly reasonable.

54. In so far as the loss of profit was concerned, I have held in

in the decision in M/s.State Industries Promotion Corporation

of Tamil Nadu Limited Vs. M/s.RPP Infra Projects Limited

[O.P.No.494 of 2018 dated 06.10.2025] that the Arbitrators are

permitted a leaway to employ an honest guesswork and a rough and

ready method for quantifying the damages. Proof of actual loss will

arise only where a claim is made for loss of profitability.

55. The learned Arbitrator rightly employed the correct

test by doing an honest guesswork based on the materials

while assessing the loss and the same does not require the

interference of this Court.

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56. In so far as the interest component and costs were

concerned, the same have been properly granted while

dealing with issue Nos.22 to 24 and they do not require the

interference of this Court.

57. The upshot of the above discussions leads to the only

conclusion that the award dated 21.11.2020 passed by the learned

Arbitrator does not require the interference of this Court.

58. Accordingly, the above original petition stands dismissed

with costs of Rs.2,50,000/- (Rupees two lakhs and fifty

thousand only) payable by the petitioner to the respondent.

17.2.2026

RS

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N.ANAND VENKATESH,J

RS

Arb.O.P.(Com.Div.) No.175 of 2021

17.2.2026

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