Bombay High Court High Court

Ivory Properties & Hotels Pvt. Ltd vs Nusli Neville Wadia on 7 January, 2011

Bombay High Court
Ivory Properties & Hotels Pvt. Ltd vs Nusli Neville Wadia on 7 January, 2011
Bench: Dr. D.Y. Chandrachud
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             IN THE HIGH COURT OF JUDICATURE AT BOMBAY




                                                                                   
                                      O. O.C. J.




                                                           
                 ARBITRATION APPLICATION NO.123 OF 2008


    Ivory Properties & Hotels Pvt. Ltd.                ...Applicant.




                                                          
               Versus
    Nusli Neville Wadia.                               ...Respondent.
                         .......
    Mr.I.M.Chagla,   Sr.Advocate   with   Mr.Tushad   Cooper,   Ms.Hemlata 




                                               
    Jain, Mr.Amey Nabar, Ms.Sukhada Wagle  i/b.M/s.Hariani & Co.  for 
    the  Applicant.             
    Mr.Navroz Seevai, Sr.Advocate with Mr.Venkatesh  Dhond, Mr.Rohan 
    Kelkar,   Mr.Shrikant   Doijode,   Mr.Parag   Kabadi   and   Ms.Falguni 
    Thakkar i/b.Doijode Associates for the Respondent.
                               
                         ......
                         CORAM : DR. D.Y. CHANDRACHUD, J.

January 7, 2011.

ORAL JUDGMENT :

This is an application under Section 11(6) of the

Arbitration and Conciliation Act, 1996.

2. An agreement was entered into between the Applicant and

the Respondent on 2 January 1995. Under the agreement, the

Applicant undertook to develop certain immovable property and to

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sell the constructed area, for which the Respondent was to receive

12% in the amount realised from the sale. Under the agreement, a

certain amount was guaranteed as a minimum guarantee payment for

a term of ten years. The agreement contemplates that the Applicant

would be entitled to sell or transfer units in the constructed area to

third parties. The Respondent was to be entitled to receive all the

gross realizations from the disposal or transfer of the constructed area

so that 12% of the realization would be receivable directly from the

purchasers. In this manner, 12% of the realization would belong to

the Respondent while the balance representing 88% would belong to

the Applicant.

3. Disputes and differences arose between the parties which

led to the institution by the Respondent, of a suit on the Original Side

of this Court on 4 February 2008. A criminal complaint had been

instituted by the Respondent, in addition. The reliefs that are sought

in the suit include: (i) A declaration that the agreement dated 2

January 1995 stands vitiated by fraud and/or stands duly determined

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with effect from 1 February 2008; (ii) A declaration that the Powers

of Attorney executed by the Respondent stand validly revoked; (iii)

An injunction restraining the Defendants from carrying out any

further construction on the suit lands; (iv) A declaration that the

Memorandum of Understanding/Agreements entered into by the

Applicant herein with several other parties stand rescinded; (v) A

decree for the removal and demolition of the structures put up on the

lands; and (vi) A decree for damages in the sum of Rs. 350.99 crores.

Apart from the Applicant, who has been impleaded as the First

Defendant to the suit, the array of parties includes thirteen Companies

alleged to be controlled by the Applicant and several other entities.

4. The case of the Respondent in the suit is that the Applicant

could develop segments of the land by constructing buildings thereon

and that the constructed areas could be transferred only to genuine

third parties against the payment of a 12% share to the Respondent.

The allegation of the Respondent is that the Applicant constructed

buildings on the land and paid over 12% of a notionally computed

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consideration and that the transfers were effected not to genuine third

parties, but by incorporating Companies such as Defendant Nos.5 to

17. Consequently, the payment of a 12% share to the Respondent is

allegedly not of the gross realizations as contemplated by the

agreement, but on the basis of a price pre-determined between

related parties. The contention of the Respondent is that a fraud has

been practiced by the Applicant in purported implementation of the

agreement dated 2 January 1995. It is on the basis of the averments

contained in the plaint, that the reliefs which have been sought

include a declaration that the agreement dated 2 January 1995 stands

vitiated by the fraud of Defendant Nos.1 to 4.

5. The Applicant has taken out a Notice of Motion in the suit

under Section 8 of the Arbitration and Conciliation Act, 1996. The

motion is pending before the Learned Trial Judge.

6. Clause 19 of the Agreement dated 2 January 1995 contains

an arbitration agreement which is in the following terms:

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“19. If at any time hereafter any dispute and/or
difference shall arise between the Owner on the one hand

and the Company on the other hand, in respect of and/or
relating to this Agreement and/or the implementation

thereof and/or the respective rights, obligations and/or
responsibilities of the respective parties and/or regarding
the construction or interpretation of any term or provision
hereof and/or any other matter arising out of, concerning

or touching this Agreement or such development project,
the same shall be referred to the sole Arbitration of (a)
Mr.Aziz H.Parpia (Solicitor) (of M/s.A.H.Parpia & Co.) or
failing him(b) Mr.N.V.Iyer (Chartered-Accountant) (of

M/s.C.C.Choksi & Co.). The decision and/or directions
and/or Award of such Arbitrator, shall be final and binding

on both the parties. It is clarified that such Arbitrator shall
be entitled to give interim directions and/or interim Awards
as may from time to time be considered by him to be

necessary or proper and the same shall be carried out and
complied with by the respective parties. Such Arbitrator
shall have Summary Powers. The provisions of the
Arbitration Act, 1940 and/or the statutory amendments

and/or re-enactment thereof, for the time being in force,
shall apply to such Arbitration. The parties record and

confirm that Mr.Aziz H.Parpia has been and continues to be
the Solicitor for the parties in this and other matters and he
is aware of the facts and matters set out in this Agreement.

Both parties have confidence in the impartiality of Mr.Aziz
H.Parpia and have selected him as sole Arbitrator.”

7. Three defences have been set forth to the application under

Section 11(6), during the course of the hearing: (i) In the suit which

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has been instituted by the Respondent against the Applicant, serious

allegations of fraud have been levelled against the Applicant. In view

of the position of law settled by the Supreme Court, where serious

triable issues relating to fraud arise between parties, these cannot be

a subject of a reference to arbitration; (ii) The scope of the suit which

is instituted by the Respondent is wider than the scope of the

reference that is sought to arbitration. The suit inter alia includes

several corporate entities controlled by the C.L. Raheja Group who are

not parties to the arbitration agreement. The bifurcation of the cause

of action which arises in the suit is impermissible, nor can there be a

piece meal reference to arbitration; and (iii) Clause 19 of the contract

which contains an arbitration agreement contemplates a reference to

arbitration by either of two named Arbitrators. Both of them declined

to act as such. The intention of the parties was that the arbitration

should be conducted only by one of the two named Arbitrators and, if

they were not to enter upon the reference, parties implicitly intended

that there should be no arbitration at all.

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8. On behalf of the Applicant it has been submitted that: (i)

The scope of proceedings under Section 11(6) only extends to

determine (a) Whether the application has been filed before a High

Court having jurisdiction; (b) Whether there is a valid agreement to

refer disputes to arbitration; and (c ) Whether there is a dispute

arising within the purview of the arbitration agreement; (ii) The

judgments of the Supreme Court indicate that it is only in a situation

where a party against whom an allegation of fraud is made opts to

proceed to a trial in a Civil Court that an objection to a reference to

arbitration can be maintained at the behest of such a party. In other

words, a party which levels an allegation of fraud cannot be heard to

urge that those allegations should be considered only before the Civil

Court and not in arbitration. Such a defence is only open to a party

against whom an allegation of fraud is made; (iii) It is only in an

application under Section 8 that it would be open to the Court to

consider as to whether the allegations of fraud are of such nature and

character that parties should not be directed to refer their disputes to

arbitration. What is permissible for the Court to consider in an

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application under Section 8, would not be permissible in an

application under Section 11, considering the parameters of the

jurisdiction under Section 11; (iv) If an agreement stands vitiated by

fraud, then the entirety of the agreement has no existence in the eyes

of law and it is only a defence of that nature which can be considered

in an application under Section 11. In the present case, the

allegation is that the agreement dated 2 January 1995 was vitiated as

a result of a fraud practiced in the implementation of the contract.

This is not a situation where the agreement at its inception was

vitiated by fraud. An objection of this nature cannot be a ground to

refuse a reference to arbitration on an application under Section 11.

9. The rival submissions now fall for determination.

10. The power which the Chief Justice or his designate

exercises under Section 11 is judicial. This is settled in view of the

decision of the Supreme Court in SBP & Co. vs. Patel Engineering

Ltd.1 The judgment of the Supreme Court emphasizes the

1 (2005) 8 SCC 618

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complementary nature of the provisions of Sections 8 and 11. The

Court observed that where there is an arbitration agreement between

the parties, and while a party ignoring it files an action before a

judicial authority and the other party raises an objection on the

ground of the existence of an arbitration agreement, the judicial

authority has to consider the objection. If it is found to be

sustainable, the judicial authority is bound to refer parties to

arbitration. The judicial authority is bound to decide the

jurisdictional issue before making or declining to make a reference.

Section 11 only covers another situation. The Supreme Court noted

that it would be anomalous if it was to be held that while the

jurisdictional issue would be decided under Section 8, that issue

could not be determined by the Chief Justice or his designate while

dealing with an application under Section 11. The nature of the

objection is the same and the consequence of accepting the objection

in one case and rejecting it in another would obviously be the same

namely of sending parties to arbitration. The scope of the jurisdiction

on an application under Section 11 was dealt with by the Supreme

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Court. The Supreme Court held that the Chief Justice or his designate

has to decide his own jurisdiction in the sense as to whether the party

making the motion has approached the right High Court. The Chief

Justice or his designate has to similarly decide whether there is an

arbitration agreement as defined under the Act and whether the

person who has decided to seek arbitration is a party to the

agreement. The Chief Justice or his designate could also decide the

question as to whether the claim was barred by time or whether the

dispute has been resolved by recording satisfaction of the mutual

rights and obligations between the parties.

11. The scope of an application under Section 11(6) and the

judgment of seven Judges in Patel Engineering came to be revisited

in a subsequent judgment of the Supreme Court in National

Insurance Company Ltd. vs. Boghara Polyfab Private Limited.2 In

the subsequent judgment, the Supreme Court has divided the issues

into three categories: the first category consists of issues which must

be decided in an application under Section 11; the second set consists

2 (2009) 1 SCC 267

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of issues which may be decided on an application under Section 11

and the third set consists of issues which the Chief Justice or his

designate must, in the considered exercise of his discretion, leave it

open to the arbitral tribunal. Issues in the first category are (i)

whether a party making a motion moved the appropriate High Court;

(ii) whether there is an arbitration agreement; and (iii) whether the

party who has moved the arbitration application, is a party to the

arbitration agreement.

12. The question as to whether allegations of fraud which raise

serious triable issues can appropriately be referred to arbitration has

been the subject matter of several decisions both under the Act of

1940 and under the Act of 1996. In a case which involved the

provisions of Section 20(4) of the Act of 1940, the submission which

had been made before the Supreme Court in Abdul Kadir

Shamsuddin Bubere vs. Madhav Prabhakar Oak,3 was that serious

allegations of fraud have been generally held by the Court to be a

sufficient ground for not ordering an arbitration agreement to be filed

3 AIR 1962 SC 406

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and for not making a reference. Reliance in that regard was placed

on a decision of the Chancery Division in Russell vs. Russell.4 That

was a case where a notice for the dissolution of a partnership was

issued by one of the partners upon which the other partner brought

an action alleging various charges of fraud and seeking a declaration

that the notice of dissolution was void. The partner who was charged

with fraud sought a reference to arbitration. The Court held that in a

case where fraud is charged, the Court will in general refuse to send

the dispute to arbitration if the party charged with the fraud desires a

public enquiry. But where the objection to arbitration is by a party

charging the fraud, the Court will not necessarily accede to it and

would never do so unless a prima facie case of fraud was proved. In

the context of the submission which was made before it, the Supreme

Court observed as follows:

“There is no doubt that where serious allegations of fraud
are made against a party and the party who is charged with
fraud desires that the matter should be tried in open court,

that would be a sufficient cause for the court not to order
an arbitration agreement to be filed and not to make the
reference. But it is not every allegation imputing some kind
of dishonesty, particularly in matters of accounts, which

4 (1880) 14 Ch.D. 471

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would be enough to dispose a court to take the matter out
of the forum which the parties themselves have chosen.”

13. The Supreme Court held that it is only where serious

allegations of fraud are made which it is desirable, should be tried in

open Court that the Court would be justified in refusing to make a

reference. In the case before the Supreme Court, a civil trial was

opted by the party against whom allegations of fraud were levelled.

The Supreme Court has not however laid down that it is only at the

behest of a party against whom allegations of fraud have been made that

the Court would direct that a serious triable issue of fraud be resolved

at a trial before a Court.

14. A similar issue came up for consideration before the

Supreme Court in a subsequent decision in N.Radhakrishnan vs.

Maestro Engineers.5 In that case, the Respondent had instituted a

suit against the Appellant upon which the Appellant filed an

application under Section 8 of the Act of 1996. The application was

5 (2010) 1 SCC 72

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dismissed by the trial Court which was affirmed in revision by the

High Court. It was urged before the Supreme Court on behalf of the

Appellant that where there is an express provision to that effect, the

Civil Court was bound to refer disputes between the parties to an

arbitrator. On the other hand, it was urged before the Supreme Court

by the Respondent that where a case involved substantial questions

relating to facts where detailed material evidence, both documentary

and oral, was needed to be produced by either parties, and serious

allegations of malpractice were raised, the matter must be tried in a

Court and an arbitrator is not competent to deal with such matters

which involved an elaborate production of evidence to establish the

claims relating to fraud and criminal misappropriation. The Supreme

Court observed that the High Court had rightly come to the

conclusion that since the case related to allegations of fraud and

serious malpractices on the part of the Respondent , such a situation

can only be settled in Court through furtherance of detailed evidence

by either parties and such a situation cannot be properly gone into by

the arbitrator. The Supreme Court cited with approval, the following

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statement of law contained in the judgment of the Madras High Court

in Oomor Sait v. O.Aslam Sait:6

“Power of civil court to refuse to stay of suit in
view of arbitration clause on existence of certain grounds
available under the 1940 Act continues to be available
under the 1996 Act as well and the civil court is not

prevented from proceeding with the suit despite an
arbitration clause if dispute involves serious questions of
law or complicated questions of fact adjudication of which
would depend upon detailed oral and documentary

evidence.

The civil court can refuse to refer matter to
arbitration if complicated question of fact or law is involved
or where allegation of fraud is made.

Allegations regarding clandestine operation of
business under some other name, issue of bogus bills,
manipulation of accounts, carrying on similar business

without consent of other partner are serious allegations of
fraud, misrepresentations etc. and therefore, application for

reference to arbitrator is liable to be rejected.”

The Supreme Court has, therefore, specifically affirmed the

correctness of the statement of law contained in this judgment of the

Madras High Court. The statement of law is that the Civil Court can

refuse to refer a matter to arbitration if serious questions of law or

6 (2001)3 CTC 269 (Mad)

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complicated questions of fact are involved adjudication of which

would depend upon detailed oral or documentary evidence or where

allegations of fraud are made.

15. In one such case in an arbitration application which arose

under Section 11 of the Arbitration and Conciliation Act, 1996, a

Learned Designated Judge of the Supreme Court in India Household

and Healthcare Ltd. vs. LG Household and Healthcare Ltd.,7

declined to refer parties to arbitration. Before the Supreme Court, it

was urged on behalf of the Petitioner that once an arbitration

agreement was found to exist, having regard to the provisions of

Section 5, no judicial authority could exercise any jurisdiction in the

matter and the Court should uphold the arbitration agreement

between the parties. On the other hand, it was urged on behalf of the

Respondent that in view of the decision of the Constitution Bench in

Patel Engineering, the Court was obligated to enquire into the

question as to whether the entire agreement is vitiated by fraud as a

result whereof no valid agreement came into being. Moreover, it was

7 (2007) 5 SCC 510

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urged that a fraud of grave magnitude having been committed, the

entire agreement would stand vitiated. In this context, the Learned

Designated Judge observed as follows:

“It is also no doubt true that where existence of an
arbitration agreement can be found, apart from the

existence of the original agreement, the courts would
construe the agreement in such a manner so as to uphold
the arbitration agreement. However, when a question of fraud is
raised, the same has to be considered differently. Fraud, as is well known,
vitiates all solemn acts. A contract would mean a valid contract; an

arbitration agreement would mean an agreement which is enforceable in law.”
(emphasis supplied).

A similar view was taken by a Division Bench of this Court in MSM

Satellite (Singapore) Pte. Ltd. vs. World Sport Group (Mauritius)

Ltd., (Appeal (Lodging) No.534 of 2010 in Notice of Motion No.1809

of 2010 in Suit No.1828 of 2010), decided on 17 September 2010.

While adverting to the decisions which were cited before the Court on

behalf of the Respondent, the Division Bench held as follows:

“Even in the decisions that have been brought to our
notice … it has been held that in case of allegations of fraud

and serious malpractices on the part of the parties, such a
situation can only be settled in Court through furtherance
of judicial evidence by either party and such a situation
cannot be properly gone into by the Arbitrator. The reason
for this appears to be obvious.”

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The Division Bench in that case further held as follows:

“These decisions clearly indicate that when vital issues of
fraud and public policy are raised and when interests of
third parties are involved and affected, then, the choice is
not left to parties. It is for the Court to determine as to

whether it will allow the matters to be gone into by a
domestic tribunal in confidentiality or whether they are fit
to be decided by a Court of law in an open trial. Once we
reach the conclusion that when the issues arising out of

fraud as raised in the present proceedings have a bearing on
the position of BCCI in the game of cricket, the involvement

of the general public in the game and the television rights
which are conferred for viewing the games by them, so also
presence of BCCI being necessary, then, the matter is fit for

an open public trial by a Court of law. That cannot be left
to be decided by a tribunal chosen by parties. The
repercussions of allowing such matters to be decided by a
domestic tribunal chosen by parties would be serious and in

the longer run affect the judicial process itself. If such a
course is permitted, that might run counter to the object

and purpose of inserting Sections 23 and 28 in the Indian
Contract Act, 1872. In other words, the impact of all this
on Indian laws would be tremendous. We would be failing

in our duty if we do not notice the same and take
appropriate corrective steps.”

16. The submission which has been urged on behalf of the

Applicant, however, is that it is only in the context of Section 8 of the

Arbitration and Conciliation Act, 1996, that decided cases indicate

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that parties have not been referred to arbitration in a situation where

a serious allegation of fraud is made. The law which has been laid

down by the Supreme Court in the decisions to which a reference has

been made earlier, cannot be confined to proceedings only arising

under Section 8. The observations which were made by the Supreme

Court in the decision in Radhakrishnan’s case arose out of

proceeding in an application under Section 8. The principle of law

which has been enunciated by the Supreme Court, cannot be confined

to the scope of an enquiry on an application under Section 8 of the

Act. The rationale for the principle extends to the provisions of

Section 11 as well. Significantly, the Supreme Court has observed

that where allegations of fraud or of serious malpractices are made,

such a situation can only be settled in Court after leading evidence

and cannot fall for determination by an arbitral tribunal. The

Supreme Court has categorically affirmed the correctness of the

statement of law contained in the judgment of the Madras High Court

that a Court would refuse to refer a matter to arbitration if serious

questions of law or complicated questions of fact are involved or

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where an allegation of fraud is levelled. Now, it is necessary for the

Court to emphasize that it is not every stray allegation of fraud which

would lead to the consequence of a refusal on the part of the Court to

refer parties to arbitration. The law certainly is not that on an

isolated or stray reference to fraud without material particulars that

the jurisdiction to refer parties to arbitration would stand ousted.

Essentially, it is for the Court to determine whether having regard to

the nature of the allegations and the context in which allegations of

fraud have been levelled parties must not be referred to arbitration.

The pleadings have to be scrutinised and each case must turn on a

judicious exercise of power by the Designated Judge. In the suit

which has been instituted by the Respondent against the Applicant,

serious allegations of fraud and malpractice have been levelled. The

Respondent has in the back drop of those allegations sought a

declaration that the agreement dated 2 January 1995 is vitiated by

fraud. Amongst the reliefs that are sought in the suit, is a declaration

that the Powers of Attorney executed by the Respondent stand validly

revoked. The Respondent has sought an injunction not only against

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the Applicant, but against several other entities controlled by the C.L.

Raheja Group, who are parties to the suit from carrying out any

further construction activity on the suit land. Those entities are not

parties to the arbitration agreement. Hence, the Court must also be

mindful of the circumstance that the allegations of fraud in the suit

are also linked to thirteen other corporate entities which are not

parties to the arbitration agreement. In these circumstances. it is not

possible to accept the contention of the Applicant that the allegation

of fraud could at the highest be considered only in an application

under Section 8 and not in the context of an enquiry under Section

11 of the Act. Sections 8 and 11 are complementary and it would be

anomalous to hold that while the Court before which an application

under Section 8 is moved, can decline to refer the parties to

arbitration where there are serious allegations of fraud, such a course

would not be open to the Chief Justice or his designate while

exercising the jurisdiction under Section 11.

17. For all these reasons, I am of the view that having due

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regard to the seriousness and the nature of the allegations of fraud

that have been levelled in the present case, serious triable issues arise

which ought to be determined before the Civil Court.

18. Before concluding, it would be necessary to briefly refer to

the submission which has been urged on behalf of the Respondent

that the arbitration agreement in the present case, contemplated only

a reference to two named Arbitrators and that there would be no valid

arbitration where the two named Arbitrators declined to act. The law

on the subject is not res integra. In the context of the provisions of

Section 8(1)(b) of the Arbitration Act, 1940, the Supreme Court in

Parbhat General Agencies vs. Union of India,8 observed that if an

agreement is silent as regards supply of a vacancy, the law presumes

that the parties intended that the vacancy be supplied. In other

words, unless an arbitration agreement contains a positive affirmation

of the intention of parties not to supply a vacancy, the Court would

not draw such a presumption. This view was reiterated in a

subsequent decision of the Supreme Court in State of West Bengal

8 (1971) 1 SCC 79

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vs. National Builders.9 In the present case, parties contemplated

that the disputes and differences between them should be resolved by

arbitration by (i) A.H. Parpia, Solicitor; or failing him by (ii) N.V.Iyer

of C.C. Choksi & Co. Both the Arbitrators declined to act, the first of

them on ground of health and the second on ground relating to his

professional standing. Whatever be the reasons which prompted the

two Learned Arbitrators to decline to act as such, it is evident that

there was no intent, express or implicit, on the part of the parties that

there would be no arbitration at all if either of the Arbitrators was not

ready and willing to act. Section 14 of the Arbitration and

Conciliation Act, 1996, provides that the mandate of the Arbitrator

shall terminate if he withdraws from his office or he becomes de jure

or de facto unable to perform the functions or for other reasons fails to

act without undue delay. Sub-section (2) of Section 15 provides that

where the mandate of an arbitrator is terminated, a substitute

Arbitrator shall be appointed according to the Rules that were

applicable to the appointment of the Arbitrator being replaced. In the

circumstances, there is no merit in this ground of defence that is

9 (1994) 1 SCC 235

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urged on behalf of the Respondent.

19. For the reasons indicated earlier, and having regard to the

serious triable issues that would arise as between the parties on the

allegations of fraud which have been levelled in the suit, it is not

possible to accept the prayer that is made before the Court in the

Application under Section 11. The Arbitration Application shall, in

the circumstances, stand dismissed. There shall be no order as to

costs.

( Dr.D.Y.Chandrachud, J.)

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