Madras High Court
Priya Blue Industries Pvt. Ltd vs M/S.Goseago Multimodal Corporation on 3 March, 2025
Author: Abdul Quddhose
Bench: Abdul Quddhose
A.No.843 of 2025
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Reserved on : 27.02.2025
Pronounced on : 03.03.2025
CORAM:
THE HON'BLE MR. JUSTICE ABDUL QUDDHOSE
A.No.843 of 2025
and
O.A.Nos.109 and 110 of 2025
Priya Blue Industries Pvt. Ltd.,
Bhavnagar .. Applicant in A.No.843/25
& Respondent in OA.Nos.109&110/25
vs.
M/s.Goseago Multimodal Corporation,
Chennai.
and two others. .. Respondents in A.No.843/25
& Applicants in O.A.Nos.109&110/25
In O.A.Nos.109 and 110 of 2025
For Applicants : Mr.N.Muralikumaran, Sr.Counsel,
for M/s.McGan Law Firm
For Respondent : Mr.P.V.Balasubramaniam, Sr.Counsel
for Ms.Deepika Murali &
Ms.Anila Rajendran
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A.No.843 of 2025
COMMON ORDER
O.A.Nos.109 and 110 of 2025 have been filed under Section 9 of the Arbitration and Conciliation Act, 1996 (in short “the Act”) seeking for an order of interim injunction to restrain the respondent from moving/removing/handling the materials from Neyveli Lignite Corporation (NLC), which are the subject matter of the agreements dated 26.03.2024 and 06.07.2024; and to restrain the respondent from acting prejudicial to the interest of the applicants by violating the agreements dated 26.03.2024 and 06.07.2024, pending disposal or the resolution of the dispute by the Arbitral Tribunal.
2. A.No.843 of 2025 has been filed seeking to vacate the interim injunction granted by this Court vide its order dated 13.02.2025 passed in O.A.Nos.109 and 110 of 2025.
3. For the sake of convenience and clarity, the parties will be referred to as arrayed in O.A.Nos.109 and 110 of 2025.
4. The applicants claim that the respondent has committed breach of the Composite Agreement for Exclusive Sale and Financial Assistance dated 26.03.2024 (in short “Composite Agreement dated 26.03.2024”). https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 2/27 A.No.843 of 2025 According to the applicants, only on the investment made by them with the respondent amounting to Rs.13 crores, the respondent became the successful bidder for dismantling and removal of scrap from NLC. The applicants claim that they were always ready and willing to perform the terms and conditions of the Composite Agreement dated 26.03.2024. According to the applicants, contrary to the terms and conditions of the Composite Agreement dated 26.03.2024, the respondent has dismantled and removed the scrap from the premises of NLC and without the concurrence of the applicants, the respondent is attempting to sell the scrap items. Under those circumstances, by relying upon certain clauses in the Composite Agreement dated 26.03.2024, the applicants have filed O.A.Nos.109 and 110 of 2025 seeking for interim injunction as prayed for in those applications.
5. This Court, by its order dated 13.02.2025, granted an order of interim injunction as prayed for. However, to protect the interest of NLC, where the scrap items are presently lying, in the event of them suffering any loss on account of the retention of the scrap items, which is the subject matter of the dispute in those applications, an undertaking https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 3/27 A.No.843 of 2025 was recorded from the applicants that they shall indemnify/compensate NLC for any loss suffered by them on account of the same.
6. The respondent has now filed an application in A.No.843 of 2025 seeking to vacate the interim injunction granted by this Court vide its order dated 13.02.2025 passed in O.A.Nos.109 and 110 of 2025 and questions the jurisdiction of this Court to entertain those applications on the ground that the seat of the arbitration is at Bhavnagar, Gujarat. Therefore, according to them, O.A.Nos.109 and 110 of 2025 filed by the applicants are not maintainable before this Court, as this Court does not have jurisdiction to decide those applications, and only Bhavnagar Courts have got jurisdiction. In support of their stand, they relied upon the Agreement for Business Arrangement dated 06.07.2024 (in short “subsequent Agreement dated 06.07.2024”) as well as First Addendum and Second Addendum to the subsequent Agreement dated 06.07.2024. According to them, the agreement relied upon by the applicants is only a Memorandum of Understanding (MoU), that was entered into prior to the respondent becoming the successful bidder in the auction conducted by NLC. According to them, the subsequent Agreement dated 06.07.2024 https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 4/27 A.No.843 of 2025 and two Addendum Agreements dated 06.07.2024 superseded the earlier Composite Agreement dated 26.03.2024. Therefore, by relying upon the jurisdiction clause in the subsequent Agreement dated 06.07.2024, which stipulates that the seat of arbitration is at Bhavnagar, they claim that the applications filed in O.A.Nos.109 and 110 of 2025 are not maintainable before this Court as this Court lacks jurisdiction.
7. Insofar as the merit of the applicants' contentions are concerned, the respondent, who has filed A.No.843 of 2025 seeking to vacate the interim injunction, would contend as follows:-
(a) The applicants have committed breach of the subsequent Agreement dated 06.07.2024 by not paying the stipulated amount as mentioned in that agreement and not providing the necessary documents/title deeds to enable the respondent to obtain a bank guarantee, which is a pre-requisite for any bidder to get a contract with NLC. The said sum can be given either in the form of bank guarantee or through direct payment made to NLC as per the terms and conditions of auction. According to the respondent, only a sum of Rs.13 crores was paid by the applicants, though as per the Composite Agreement dated https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 5/27 A.No.843 of 2025 26.03.2024, the applicants will have to pay an advance of Rs.15 crores.
(b) As per the Composite Agreement dated 26.03.2024 and as per the terms and conditions of the subsequent Agreement dated 06.07.2024, the applicants will have to furnish documents/title deeds pertaining to the properties owned by the applicants to enable the respondent to secure a bank guarantee for the purpose of fulfilling the terms and conditions of the bid with NLC. According to the respondent, no such documents were submitted by the applicants.
(c) According to the respondent, since the applicants have committed breach of contract, they had to pay two tranches of payment to NLC amounting to Rs.60 crores, totally amounting to Rs.120 crores, and they had to make their own arrangements for the same. According to the respondent, they have invested Rs.120 crores + Rs.17 crores, totally Rs.137 crores till date on the project with NLC. Therefore, they claim that the applications filed by the applicants in O.A.Nos.109 and 110 of 2025 do not deserve any merit and a prima-facie case is only in favour of the respondent for vacating the order of interim injunction granted by this Court. The respondent further contends that the balance of convenience and irreparable hardship is also in their favour, since they https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 6/27 A.No.843 of 2025 have already invested more than Rs.137 crores in the project, and if the interim injunction granted by this Court is continued, it will be detrimental to their interest as there is a possibility of termination of contract by NLC and third party claims being initiated against the respondent.
(d) The respondent also claims that the applicants have suppressed material facts before this Court while seeking for an order of interim injunction in O.A.Nos.109 and 110 of 2025. According to them, they have deliberately suppressed Addendum-II dated 06.07.2024 entered into between the parties. In Addendum-II dated 06.07.2024, it is stated that the applicants will have to pay the additional payment of Rs.60 crores made by the respondent within 30 days of making the said additional payment. It is also made clear that if cheques issued by the applicants get dishonoured on presentation, the respondent shall have the right to forfeit the amounts of EMD and they have a right to take legal action against the applicants and file a suit before the court of law subject to Bhavnagar jurisdiction. According to them, only in accordance with Addendum-II dated 06.07.2024, the respondent has forfeited the sum of Rs.13 crores paid by the applicants. According to them, they have not https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 7/27 A.No.843 of 2025 committed any breach of contract as claimed by the applicants, but, it is only the applicants who have committed breach of contract. It is also contended by the respondent that as per Addendum-II dated 06.07.2024, in the event of the applicants failing to make complete payment of any of the segments, the applicants will have to abide by the orders and directions of the respondent.
8. Heard Mr.N.Muralikumaran, learned Senior counsel for the applicants; and Mr.P.V.Balasubramaniam, learned Senior counsel for the respondent.
9. The learned Senior counsel for the applicants, in support of his submissions, drew the attention of this Court to the Composite Agreement dated 26.03.2024 and would submit that as per the said Composite Agreement, the agreement shall be governed by the laws of India and any disputes arising out of or relating to the said agreement shall be resolved through arbitration conducted at Chennai, and the Courts in Chennai shall have exclusive jurisdiction. Therefore, he would submit that this Court is having the jurisdiction to adjudicate the dispute https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 8/27 A.No.843 of 2025 between the parties. He has also relied upon various clauses contained in the Composite Agreement dated 26.03.2024 for the purpose of establishing the case of the applicants that they have not committed any breach of contract and that as per the terms and conditions, without the consent of the applicants, the respondent cannot sell the scrap items, which are lying in the premises of NLC, though the respondent has been awarded a contract for dismantling and removal of scrap items from NLC. He would further submit that only with the investment made by the applicants, the respondent was able to procure the contract from NLC by participating in a tender called for by them. He would further submit that the applicants having invested Rs.13 crores in the project and further the applicants being ready and willing to pay Rs.120 crores which the respondent has paid to NLC, the interest of the applicants should be protected pending disposal of the arbitral proceedings. He would further submit that if a week's time is granted to the applicants, the payment of Rs.120 crores said to have been made by the respondent will be reimbursed to the respondent by the applicants.
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10. On the other hand, the learned Senior Counsel appearing for the respondent would submit that the applicants through their arbitration invocation notice dated 05.02.2025 issued as per the provisions of Section 21 of the Act have themselves admitted that the arbitral tribunal shall comprise of three-members, i.e., one to be appointed by each of the parties and the other to be appointed by both the Arbitrators. He would submit that under the Composite Agreement dated 26.03.2024, the procedure for appointment of an Arbitrator has not been disclosed and only under the subsequent Agreement dated 06.07.2024, the procedure has been contemplated and as per the said procedure only, the applicants have themselves initiated arbitration by sending arbitration invocation notice dated 05.02.2025 as per the provisions of Section 21 of the Act, which will confirm that the applicants knew fully well that the earlier Composite Agreement dated 26.03.2024 has been superseded by the subsequent Agreement dated 06.07.2024, which provides for three- member arbitral tribunal.
11. The learned Senior counsel for the respondent would further submit that the applicants have suppressed the fact of Addendum-II dated https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 10/27 A.No.843 of 2025 06.07.2024 entered into between the parties. He drew the attention of this Court to the relevant clauses of Addendum-II dated 06.07.2024 and would submit that as seen from the terms and conditions stipulated therein, it is clear that the applicants shall reimburse the respondent a sum of Rs.120 crores paid by the respondent to NLC within a period of 30 days from the date of making such payment. According to him, only to realize the said sum, the respondent had to present cheques issued by the applicants. He would further submit that the applicants did not furnish documents/title deeds to enable the respondent to obtain bank guarantee as per the tender requirements of NLC. Therefore, the applicants have not approached this Court with clean hands. He would further submit that a prima-facie case for vacating the order of interim injunction is only in favour of the respondent, since the respondent has already invested huge amount of money with NLC amounting to Rs.137 crores and in case the interim injunction is continued, the respondent will have to face consequences from third parties as well as from NLC, who may terminate the contract of the respondent. According to him, the balance of convenience and irreparable loss is also in favour of the respondent for vacating the order of interim injunction forthwith. https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 11/27 A.No.843 of 2025
12. The learned Senior counsel for the applicants, in support of his contention, relied upon the following authorities:-
(a) Olympus Superstructures Pvt. Ltd. Vs. Meena Vijay Khetan and others [1995 (5) SCC 651];
(b) Green Edge Infrastructure Pvt Ltd. Vs. Magic Eye Developers Private Limited and others [2024 SCC Online Del 1732]; and
(c) Parekh Plastichem Distributors LLP Vs. Simplex Infrastructure Limited [2023 SCC Online Bom 1942]
13. Referring to the aforesaid decisions, the learned Senior counsel for the applicants would submit that since the main agreement, which is Composite Agreement dated 26.03.2024, contains an arbitration clause, which stipulates that the arbitration shall be conducted at Chennai and the Courts in Chennai alone have got jurisdiction, reference to Bhavnagar Court in the supplementary agreement, namely, the Agreement dated 06.07.2024, has no relevance.
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14. On the other hand, the learned Senior counsel for the respondent would submit that subsequent Agreement dated 06.07.2024 having superseded the earlier Composite Agreement dated 26.03.2024, the terms and conditions contained therein shall alone apply to any dispute arising out of the same between the parties. Therefore, the reliance on the arbitration clause contained in the Composite Agreement dated 26.03.2024 has no relevance as contended by the learned Senior counsel for the applicants.
15. In support of his contention that the part of cause of action has no relevance for testing jurisdiction, when the seat of arbitration has been fixed under the subsequent Agreement dated 06.07.2024, he places reliance on the following authorities:-
(a) Indus Mobile Distribution Vs. Datawind Innovations [2017 (7) SCC 678]; and
(b) BBR (India) Pvt. Ltd. Vs. S.P.Singla Construction Pvt Ltd.
[2023 (1) SCC 693].
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16. Relying upon the aforesaid decisions, he would submit that once the seat of arbitration has been fixed at Bhavnagar, only the Courts at Bhavnagar will have jurisdiction.
DISCUSSION:
17. The applicant will have to satisfy the trinity tests, namely, (a) prima-facie case; (b) balance of convenience; and (c) irreparable loss, for obtaining an order of interim injunction as prayed for in O.A.Nos.109 and 110 of 2025.
18. The following are the undisputed facts:-
(i) The applicants did not pay Rs.15 crores, instead they have paid only a sum of Rs.13 crores to the respondent as per the Composite Agreement dated 26.03.2024. Therefore, on a prima-facie consideration, this Court finds that the applicants have committed breach of contract.
(ii) Admittedly, a sum of Rs.137 crores has been invested by the respondent as on date in the project for dismantling and removal of scrap items from NLC.
(iii) Under the Composite Agreement dated 26.03.2024, which the https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 14/27 A.No.843 of 2025 applicant has relied upon for the purpose of filing O.A.Nos.109 and 110 of 2025 under Section 9 of the Act, the investment of the respondent in the project for dismantling and removal of scrap items from NLC need not exceed Rs.30 crores. However, the respondent has invested Rs.137 crores in the said project, which the applicant had agreed to invest under the Composite Agreement dated 26.03.2024.
(iv) Some of the cheques issued by the applicants towards due fulfilment of the terms and conditions of the Composite Agreement dated 26.03.2024 have been returned dishonoured and the prosecution has been launched by the respondent against the applicants in respect of those dishonoured cheques under Section 138 of the Negotiable Instruments Act, 1881.
(v) The arbitration clause contained in the Composite Agreement dated 26.03.2024, which has been relied upon by the applicant, varies from the arbitration clause contained in the subsequent Agreement dated 06.07.2024. The arbitration clause in the Composite Agreement dated 26.03.2024 reveals that the venue of the arbitration shall be at Chennai and the Courts in Chennai will have jurisdiction. However, the arbitration clause contained in the subsequent Agreement dated https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 15/27 A.No.843 of 2025 06.07.2024 discloses the seat of arbitration as Bhavnagar, Gujarat, where the respondent is having their office.
(vi) The applicants do not dispute the execution of the subsequent Agreement dated 06.07.2024 and two Addendum Agreements dated 06.07.2024.
(vii) The respondent is a successful bidder and the letter of award has been issued by NLC only in favour of the respondent under the letter of award dated 23.11.2024.
(viii) The respondent alone is required to fulfil their obligations to NLC as per the letter of award issued by NLC dated 23.11.2024. The applicants are not parties to the letter of award dated 23.11.2024 issued by NLC.
(ix) In the arbitration invocation notice issued by the applicants to comply with the requirement of Section 21 of the Act, they have suggested constitution of an arbitral tribunal comprising of three- members as stipulated under the subsequent Agreement dated 06.07.2024, though the Composite Agreement dated 26.03.2024, which they have relied upon for the purpose of filing O.A.Nos.109 and 110 of 2025 does not provide for a procedure for constitution of the arbitral https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 16/27 A.No.843 of 2025 tribunal. It is only the subsequent Agreement dated 06.07.2024, which provides for constitution of the arbitral tribunal comprising of 3- members; one to be appointed by each of the parties to the dispute, and the third to be appointed by the two arbitrators so appointed.
(x) As per Addendum-II dated 06.07.2024, the applicants will have to pay the additional payment of Rs.60 crores made by the respondent within 30 days of making the said additional payment and in case the applicants fail to reimburse, the respondent has a right to take all legal actions against the applicants, subject to Bhavnagar jurisdiction.
(xi) In Addendum-II dated 06.07.2024, it has been made clear that if the applicants are unable to make the complete payment of any of the segments, then they will abide by the orders and directions of the respondent.
(xii) In Addendum-II dated 06.07.2024, it has been made clear that in the event of failure on the part of the applicants to make the payments as per the terms and conditions of the subsequent Agreement dated 06.07.2024, the respondent shall have the right to forfeit the amounts paid by the applicants and right to take legal action against the applicants before the Court of law, subject to Bhavnagar jurisdiction. https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 17/27 A.No.843 of 2025
19. A party approaching the Court must come with clean hands, while seeking an order of interim injunction. The said party must also not suppress any material fact. In the instant case, on a prima-facie consideration, this Court finds that the Composite Agreement dated 26.03.2024 relied upon by the applicants for the purpose of filing O.A.Nos.109 and 110 of 2025 based on the arbitration clause contained in the said agreement, is only an initial agreement entered into between the parties, before the respondent actually becomes a successful bidder for dismantling and removal of scrap items from NLC. Prima-facie, this Court finds that the Composite Agreement dated 26.03.2024 has been superseded by the subsequent Agreement dated 06.07.2024. Subsequently, the respondent became a successful bidder and thereby a contract was awarded by NLC through a letter of award dated 23.11.2024 in favour of the respondent. Therefore, it is only the respondent who is bound by the terms and conditions of the letter of award dated 23.11.2024 issued by NLC in their favour. The said project runs to several hundreds of crores of rupees. The learned Senior counsel for the respondent also submits that the value of the project awarded to the https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 18/27 A.No.843 of 2025 respondent by NLC under the letter of award dated 23.11.2024 runs to approximately Rs.600 crores.
20. It is also to be noted that if the interim injunction is continued, it will affect the rights of NLC as well, as the scrap items cannot be removed from the premises of NLC thereby occupying a large amount of space causing hindrance to NLC affecting their day-to-day business operations, which may result in causing heavy loss to them for no fault of theirs. Being scrap items, undoubtedly, it will occupy a large amount of space. In fact, at the first instance while granting an order of interim injunction in favour of the applicants at the exparte stage, to protect the interest of NLC, this Court obtained an undertaking from the applicants that in case any claim is made by NLC, the applicants shall be held liable exclusively for the said claim on account of non-removal of scrap items and for causing hindrance to NLC's day-to-day business operations.
21. The applicants have also admitted that only a sum of Rs.13 crores was paid to the respondent, though they had agreed to pay a sum of Rs.15 crores to the respondent under the Composite Agreement dated https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 19/27 A.No.843 of 2025 26.03.2024, which was the initial agreement signed between the parties. Under the Composite Agreement dated 26.03.2024, the applicants had undertaken to produce documents/title deeds and submit the same to the respondent to enable the respondent to obtain bank guarantee for the purpose of enabling the respondent to get the award of the contract from NLC for dismantling and removal of scrap items. However, before this Court, there is no iota of evidence produced by the applicants to establish that they had submitted documents/title deeds with the respondent to enable the respondent to obtain bank guarantee. Addendum-II dated 06.07.2024 signed by the parties also makes it clear that a sum of Rs.60 crores paid by the respondent to NLC towards the first tranche of payment in accordance with the tender conditions shall be reimbursed to the respondent within a period of 30 days of making additional payment by the applicants. Addendum-II dated 06.07.2024 also makes it clear that in case of any default for payment of sums of money as stipulated in the subsequent Agreement dated 06.07.2024 by the applicants, the respondent shall forfeit the amounts paid by the applicants towards payment of EMD to NLC.
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22. On a prima-facie consideration of the materials available on record, this Court finds that it is only the applicants who have committed breach of contract by not fulfilling their part of the contract. In fact, as noted earlier, this Court is taken by surprise when the respondent has produced before this Court Addendum-II dated 06.07.2024, which was not produced by the applicants along with O.A.Nos.109 and 110 of 2025. It also creates suspicion on the minds of this Court about the true intent of the applicants. Admittedly, as on date, the respondent has invested Rs.137 crores with NLC towards the project for the purpose of dismantling and removal of scrap items from NLC. The subsequent Agreement dated 06.07.2024 also stipulates that the maximum investment the respondent will have to make with NLC is only Rs.30 crores, whereas it is an admitted fact that the respondent has already invested Rs.137 crores.
23. A prima-facie case is a legal claim that is supported by enough evidence to justify a verdict in the applicant's favour. Balance of convenience is a legal test that courts use to decide whether to grant temporary injunction or not. Irreparable loss/hardship is a loss that is too https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 21/27 A.No.843 of 2025 serious or bad to be fixed or restored. For the foregoing reasons, the applicants have not satisfied the aforementioned tests for grant of interim injunction as prayed for in these applications. On the other hand, if the interim injunction is continued, the respondent will be suffering huge losses considering the fact that the project costs with NLC works out to approximately Rs.600 crores. The respondent has already invested Rs.137 crores, whereas the applicants have invested only a sum of Rs.13 crores. On a prima-facie consideration, this Court also finds from the aforementioned factors that the applicants have committed breach of contract. Certainly, the balance of convenience is only in favour of the respondent for vacating the order of interim injunction granted by this Court in O.A.Nos.109 and 110 of 2025, as it will be the respondent who will suffer huge losses if the interim injunction granted is not vacated as they will be committing breach of the contract as per the letter of award dated 23.11.2024 issued by NLC, and there is every possibility of them facing third party claims also.
24. Insofar as the jurisdiction of this Court to entertain these applications is concerned, the contention of the respondent on a prima- https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 22/27 A.No.843 of 2025 facie consideration also deserves merit for the following reasons:-
(a) The respondent's contention that the Composite Agreement dated 26.03.2024 was only a preliminary understanding reached between the parties prior to the respondent becoming a successful bidder under the auction conducted by NLC is believable. Subsequent to the initial Composite Agreement dated 26.03.2024, they have also entered into another Agreement dated 06.07.2024 in respect of the same project, which goes to show that the subsequent Agreement dated 06.07.2024 has superseded the earlier Composite Agreement dated 26.03.2024, though in the subsequent Agreement dated 06.07.2024 it is not specifically stated in that way.
(b) In the subsequent Agreement dated 06.07.2024, the arbitration clause is different from the arbitration clause contained in the Composite Agreement dated 26.03.2024. In the subsequent Agreement dated 06.07.2024, it provides for three-member arbitral tribunal. However, in the Composite Agreement dated 26.03.2024, the procedure for constitution of the arbitral tribunal has not been stipulated, though the said agreement contains an arbitration clause. The applicants' arbitration invocation notice as per the provisions of Section 21 of the Act also https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 23/27 A.No.843 of 2025 reveals that the applicant is only seeking for constitution of an arbitral tribunal comprising of three-members, which is in accordance with the subsequent Agreement dated 06.07.2024. Therefore, an inference can be drawn that knowing fully well that the subsequent Agreement dated 06.07.2024 has superseded the Composite Agreement dated 26.03.2024, the applicants have suppressed the said fact while filing O.A.Nos.109 and 110 of 2025.
(c) In the subsequent Agreement dated 06.07.2024, the seat of the Arbitration is at Bhavnagar, Gujarat. The respondent is also having their office at Bhavnagar. In the decisions relied upon by the learned Senior counsel for the respondent in BBR (India) Pvt Ltd's case (cited supra) and Indus Mobile Distribution's case (cited supra), the Hon'ble Supreme Court has held that once the seat of arbitration is fixed in the contract, all applications under the contract can be filed only before the jurisdiction court, where the seat of arbitration exists. Therefore, there is merit in the contention of the learned Senior counsel for the respondent for the purpose of deciding OA.Nos.109 and 110 of 2025 that this Court does not have jurisdiction to decide the said applications, since the seat of arbitration is at Bhavnagar, Gujarat, and only the jurisdiction court in https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 24/27 A.No.843 of 2025 Gujarat will have jurisdiction.
25. The findings rendered by this Court in this application is only for the purpose of deciding these applications. The said findings have been rendered based on the documents placed on record by the parties. The findings rendered in these applications will not have any bearing in the arbitration to be initiated by either of the parties, as, in the said arbitration, the parties will get the right to let in oral evidence as well, and the other party will also have the right to cross-examine the witnesses, and thereafter, the actual truth can be ascertained.
26. The judgments relied upon by the learned Senior counsel for the applicants are cases where the supplementary agreement was entered into in addition to the main agreement. Only in such type of cases, the Hon'ble Supreme Court as well as the respective High Courts held that the procedure for constitution of the arbitral tribunal as fixed in the main agreement is binding. In the case on hand, the subsequent Agreement dated 06.07.2024, on a prima-facie consideration, seems to have superseded the initial Composite Agreement dated 26.03.2024 and https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 25/27 A.No.843 of 2025 therefore, only the arbitration clause contained in the subsequent Agreement dated 06.07.2024 is applicable. Therefore, the decisions relied upon by the learned Senior counsel for the applicants have no bearing for the facts of the instant case.
27. Since the applicants have not satisfied the trinity tests for grant of interim injunction as prayed for in O.A.Nos.109 and 110 of 2025, namely, (a) prima-facie case; (b) balance of convenience; and (c) irreparable loss, necessarily, the interim injunction granted by this Court in favour of the applicants in O.A.Nos.109 and 110 of 2025 in the exparte stage on 13.02.2025 has to be vacated forthwith. Accordingly, O.A.Nos.109 and 110 of 2025 are dismissed and A.No.843 of 2025 is allowed as prayed for.
03.03.2025 Index: Yes Speaking order Neutral citation : Yes rkm https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 26/27 A.No.843 of 2025 ABDUL QUDDHOSE, J.
rkm A.No.843 of 2025 and O.A.Nos.109 and 110 of 2025 03.03.2025 https://www.mhc.tn.gov.in/judis ( Uploaded on: 03/03/2025 01:42:49 pm ) 27/27