Delhi District Court
Ms Span Motels Private Ltd vs Ms Lemon Tree Hotels Limited on 20 August, 2025
IN THE COURT OF DISTRICT JUDGE
(COMMERCIAL COURT)-02, NEW DELHI DISTRICT,
PATIALA HOUSE COURTS, NEW DELHI
OMP(I)(COMM.)/63/2025
CNR NO.: DLND01-002659-2025
IN THE MATTER OF: -
M/s SPAN Motels Private Ltd.
Having its registered office at:-
SPAN Resorts, Kullu-Manali Highway,
P.O. Katrain, Kullu, Himachal Pradesh-75129
&
Corporate Office at: -
Vijaya, 1st Floor, 17, Barakhamba Road,
New Delhi-110001.
. . . . . . Petitioner
VERSUS
M/s Lemon Tree Hotels Ltd.
Asset No. 6, Aero City Hospitality District
IGI Airport New Delhi, 110037, India.
. . . . . . Respondent
AND
OMP(I)(COMM.) 66/2025
CNR No. DLND01-003100-2025
IN THE MATTER OF: -
M/s Lemon Tree Hotels Ltd.
Asset No. 6. Aero City Hospitality District
IGI Airport New Delhi, 110037.
. . . . . . Petitioner
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 1 of 49
VERSUS
M/S SPAN MOTELS PVT LTD
Span Resorts, Kullu-Manali Highway,
P.O Katrain, Kullu, Himachal Pradesh-75129
And also at:
Vijaya, 1st Floor, 17,
Barakhambha Road, New Delhi-110001.
. . . . . . Respondent
Date of Institution : 17-04-2025
&
28-04-2025
Date of reserving judgment : 19-07-2025
Date of pronouncement of judgment : 20-08-2025
J U D G M E N T:-
1. Vide this common judgment, I shall decide the petitions under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as 'Section 9') for interim measures/protection in the matter titled as "M/s Span Motels Private Ltd. v M/s Lemon Tree Hotels Ltd." bearing Case No. OMP(I) COMM- 63/2025 and "M/s Lemon Tree Hotels Ltd. v M/s Span Motels Private Ltd.," bearing Case No. OMP(I) COMM- 66/2025 as common questions of facts and law are involved in both the cases.
2. The facts of the case, in brief, for the disposal of the present petitions, are as under: -
2.1 The M/s SPAN Motels Private Ltd (hereinafter OMP (I) COMM NO.: 63/2025 and 66/2025 Page 2 of 49 referred to as 'SPAN Motels') is a private limited company and is stated to be a reputed hotelier, by the name of Span Motels Private Limited in Manali.
2.2 M/s Lemon Tree Hotels Limited (hereinafter referred to as 'Lemon Tree') is a public limited company, engaged in the business of hospitality industry. Lemon Tree is stated to have developed and to be maintaining an interrelated plan and system, in association with the Lemon Tree Marks for providing to the public on an international basis, inter alia lodging of a high standard of service.
2.3 Both the parties negotiated a franchise agreement wherein SPAN Motels was to function as a franchisee hotel of the Lemon Tree under its Brand System and the Brand Marks. They both signed a term sheet dated 03.02.2023 and consequently, a franchisee agreement on 21.02.2023. Thereafter, SPAN Motels was rebranded from "Span Inn & Suites" i.e. "SIS" to "Lemon Tree Hotel, Manali".
2.4 The whole objective of the arrangement was to have wider economic exposure and incremental revenue generation as indicated by the fact that the fee/revenue payable to Lemon Tree was to be utilised for economic exposure, reach and presence.
2.5 It is stated that Lemon Tree, during the tenure of the Franchisee Agreement, committed various breaches OMP (I) COMM NO.: 63/2025 and 66/2025 Page 3 of 49 which directly & indirectly impacted performance of the Hotel's revenue. Hence, SPAN Motels terminated the Franchisee Agreement with effect from 31.03.2025 under Clause 14.3, vide Termination Notice dated 24.02.2025.
2.6 It is further stated that there were multiple communications on behalf of SPAN Motels made to Lemon Tree calling upon Lemon Tree to send a representative as per requirement of clause 15.1 and regarding termination of marketing agreement and arrangement with other companies. But, Lemon Tree did not reply to any of such communications.
2.7 On 28.03.2025, Lemon Tree sent a reply to the termination letter dated 24.02.2025, admitting that the franchise agreement is terminable in nature but claiming liquidated damages per the requirement of clause 14.3.
2.8 On 01.04.2025, SPAN Motels published & posted disclaimer on its website to make public at large aware that its hotel is completely disassociated from Lemon Tree. On 07.04.2025, SPAN Motels duly informed Lemon Tree that SPAN Motels has complied with Clause 15.1 of the Franchisee agreement, and hence, with effect from 01.04.2025, it has started operation of its hotel as SIS, independently. In the said email, it was also pointed out that the Lemon Tree`s website and its Online OMP (I) COMM NO.: 63/2025 and 66/2025 Page 4 of 49 Travel Aggregators (OTAs) are still presenting SPAN Motels as franchisee of Lemon Tree and it is taking reservation under the said representation, despite the Franchisee Agreement being terminated.
2.9 The OTAs were requested to remove SPAN Motels as franchisee of Lemon Tree from their websites but, the OTAs denied the said request citing that they need NOC from Lemon Tree to remove it.
2.10 It is submitted by SPAN Motels that the continued representation by Lemon Tree, at a time when tourist activity in Manali is considerably high, tourist season starting from month of April onwards, will cause irreparable harm to SPAN Motels.
2.11 Lemon Tree can always be compensated for the loss under Franchisee Agreement by way of liquidated damages but SPAN Motels shall suffer irreparable loss and injury if the Lemon Tree is not restrained and directed to immediately delist the Petitioner's hotel from its website and other OTA platforms as monetary compensation alone would not suffice to undo the reputational harm, customer confusion, and interference with the SPAN Motels ongoing operations under its own brand.
2.12 There are admittedly disputes between the parties arising out of or in relation to or in connection with Franchisee Agreement which is to be resolved OMP (I) COMM NO.: 63/2025 and 66/2025 Page 5 of 49 through arbitration per Clause 19 of the Franchisee Agreement. But, till the arbitration proceedings are initiated by SPAN Motels, they are seeking this Court`s intervention to prevent its loss and to prevent the confusion amongst public at large about the status of SPAN Motels.
3. On the other hand, Lemon Tree has also filed a separate petition under Section 9 against SPAN Motels seeking to enforce a negative covenant, contained in the Franchise Agreement.
3.1 It is stated that under the Franchise Agreement, Lemon Tree i.e. the Franchisor had permitted the usage of the brand name, logo and all other franchise benefits as stipulated therein in return of a fixed and some variable recurring stipulated franchise fee. SPAN Motels was solely responsible to operate the hotel as per the brand standards and system and that there was no commitment by Lemon Tree of any specific economic exposure or incremental revenue to SPAN Motels.
3.2 Lemon Tree had fulfilled all its obligations in line with Clause 4 of the Franchise Agreement but SPAN Motels, despite extensive payment mechanism failed to make payments. It is also submitted that Lemon Tree had divulged sensitive confidential information, in furtherance of the Franchise Agreement, for the expansion and OMP (I) COMM NO.: 63/2025 and 66/2025 Page 6 of 49 development of the business of SPAN Motels under the brand name "Lemon Tree".
3.3 On 24.02.2025, SPAN Motels terminated the Franchisee Agreement citing reason that there was no economic exposure and incremental revenue increase and because of non-performance of obligations by Lemon Tree. The stated obligations were of SPAN Motels and not of Lemon Tree as per Clause 4 of the Franchise Agreement. Also, as per the Franchise Agreement, there was supposed to be a cure notice of 30 days period given, for remedy of any alleged breach, before the agreement is terminated but no such cure notice was ever given by SPAN Motels.
3.4 It is submitted that in view of clause 15.6, no rights consequent to termination can be claimed since the termination is subject to the payment of liquidated damages as provided therein. It is alleged that SPAN Motels is trying to circumvent the performance of obligations under the agreement by disassociating itself from the Lemon Tree Brand and using confidential information disclosed by Lemon Tree, to their gain. This is indicated by the fact that SPAN Motels has changed the name of its hotel to Span Resorts and Spa, Manali and listed the Hotel under the said name with various Online Travel Agents ("OTA").
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 7 of 493.5 It is further submitted that irrespective of the issue of termination, Clause 5.25, 5.27 and 5.28 along with 16.3 specifically provide that the right of the Lemon Tree for enforcing the negative covenant under clause 5.25 survives and is specifically enforceable and that irrespective of any claims of SPAN Motels herein qua Lemon Tree, it shall not be entitled to divert business from the Hotel to any other place or franchise etc. or carry out action against goodwill and brand image of Franchisor. Clause 5.28 of the Franchise Agreement clearly permit that in the event of violation under Clause 5.25 of the Franchise Agreement, the Lemon Tree herein can seek injunctive relief as per Section 42 of Specific Relief Act, 1963 (hereinafter referred to as "SRA") or other similar orders prohibiting any conduct in contravention of Clause 5.25 by the Respondent.
3.6 The Ld. Arbitral Tribunal has to adjudicate on the validity of the termination and the entitlement of the SPAN Motels to trigger the post termination obligations, until then, the SPAN Motels is bound by the embargo under Clause 5.25 of the Franchise Agreement.
4. On the facts and circumstances mentioned above, the parties have filed petitions under Section 9. SPAN Motels in case bearing no. OMP(I) COMM 63/2025 has OMP (I) COMM NO.: 63/2025 and 66/2025 Page 8 of 49 prayed for this Court's intervention to pass an order, granting reliefs, inter alia, restraining Lemon Tree, its representative, etc from representing that hotel of SPAN Motels i.e. "Span Inn and Suites" is its franchisee hotel; to immediately take down and remove all listings of the SPAN Motels hotel property from their website, including the OTA`s; to restrain Lemon Tree from taking any reservations/bookings for the Petitioner`s Hotel i.e. SPAN Inn and Suites and to render the accounts for any bookings done in respect of Petitioner`s Hotel i.e. SPAN Inn and Suites w.e.f. 01.04.2025.
5. Lemon Tree, on the other hand, in its petition under Section 9, in case bearing no. OMP(I) COMM 66/2025 has prayed for this Court's intervention to pass an order, pending the arbitration process, granting reliefs, inter alia, of temporary injunction enjoining SPAN Motels from giving effect to purported termination of the Franchise Agreement or holding out to the public that such agreement has been terminated; to pass an order of temporary injunction enjoining the SPAN Motels from taking any action detrimental to the brand image and goodwill of Lemon Tree; to pass an order enjoining SPAN Motels from making any reservations or bookings of the Franchised Hotel in the name of "SPAN Resorts and Spa"
or any name other than "Lemon Tree Hotel, Manali" and to render accounts for booking/reservations in respect of SPAN Inn and Suites.OMP (I) COMM NO.: 63/2025 and 66/2025 Page 9 of 49
ARGUMENTS ON BEHALF OF SPAN MOTELS
6. It is argued that under the agreement SPAN Motels has the right to terminate the agreement without making any penalty i.e. liquidated damages in case of breach of obligations of the Lemon Tree. Whether the grounds on which the agreement has been terminated were the obligations of Lemon Tree or not will be a matter for Arbitral Tribunal to decide. The interpretation given by the Lemon Tree as to the payment of liquidated damages would otherwise render the agreement a non-determinable agreement for a fixed term which in any event is not the case of the Lemon Tree. It is for Arbitral Tribunal to decide who is liable to pay damages and how much.
7. It is submitted that reliance of Lemon Tree on clause 5.25, clause 5.27 and clause 5.28 is misconceived as these obligations can be enforced only during the term of the agreement and not post termination. It is submitted that by virtue of Clause 15.1, which provides that "...termination or expiration of this agreement, howsoever occasioned, all of Franchisee's rights and privileges hereunder shall cease immediately;...", while Lemon Tree is seeking to continue to represent SPAN Motels` Hotel as the Franchisee of Lemon Tree despite the agreement having been terminated.
8. It is further argued that Clause 15 of the Agreement stipulates what parties cannot do post termination and hence the obligations laid down therein cannot be said to OMP (I) COMM NO.: 63/2025 and 66/2025 Page 10 of 49 amount to specific performance of any terms of the agreement, rather SPAN Motels seeks to enforce the negative covenant that is to take effect post termination as given under Clause 15.1.
9. It is further argued that the stand of Lemon Tree that SPAN Motels` Span Inn and Suits continues to be present on the website of the respondent as well as website of the OTA's of respondent as "Lemon Tree Hotel, Manali" goes to establish that it is bound to create confusion in the mind of tourist as to the identity of the petitioner hotel.
10. It is further submitted that relief of specific performance cannot be granted under the garb of enforcement of misuse of alleged confidential information. Clause 5.25 read with Clause 9 talks about 'confidential information'. In the whole petition, Lemon Tree has not made even a single averment as to what information shared by the Lemon Tree is being utilized by the SPAN Motels to make a wrongful gain, which is the grievance of Lemon Tree.
11. It has been held in plethora of cases that in a private commercial transaction, even in the absence of a specific clause authorizing and enabling either party to terminate the agreement upon the happening of an event specified therein, the agreement can be terminated without assigning any reason by serving a notice. It has also been consistently held in plethora of cases that in case of termination of determinable contract at the most, if the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 11 of 49 termination is found to be bad in law for any reason, the remedy would be to seek compensation for wrongful termination, but there cannot be a claim for specific performance.
12. It is submitted that it is admitted case of Lemon Tree that Franchise Agreement has been terminated w.e.f. 31.03.2025 vide letter dated 24.02.2025. Perusal of the termination letter amply makes it clear that after defects mentioned earlier by SPAN Motels were not cured and consequently, the agreement was terminated. Thus, SPAN Motels has duly fulfilled the requirement of Clause 14.3.
13. It is also submitted that Lemon Tree has admitted and acknowledged that the agreement is determinable in nature and that the claim of the Lemon Tree is restricted only to liquidated damages.
14. It is submitted that power under Section 9 is meant only for the sole purpose of preserving and maintaining the property in dispute and cannot be used to enforce specific performance of a contract as such. It is submitted that prayer of the Lemon Tree, and the manner in which they have been framed, if granted, would not only amount to restoration of a terminated contract but would also amount to grant of specific performance of a determinable contract contrary to the principles underlying Section 14 (1) (d) read with Section 41 (e) of Specific Relief Act.
15. It is submitted that damages in case of breach of contract can be claimed within the contours of Section 74 OMP (I) COMM NO.: 63/2025 and 66/2025 Page 12 of 49 of the Indian Contract Act as the object of damages is to compensate for the loss and that Indian Contract Act does not distinguish between liquidated damages and penalty.
16. It is further submitted that merely because in various communications, word "30 days" has not been used, that in itself will not render the said communication as improper compliance of Clause 14.3. It is submitted that mere non usage of word "30 days" in the communications does not grant right in favor of the Lemon Tree to continue with breach of its obligation and defects and its service. It is submitted that perusal of email dated 15th December 2024 as well as email dated 21st December 2024 categorically records that various issues and defects raised by SPAN Motels have not been cured by the Lemon Tree, hence SPAN Motels has rightly terminated the franchise agreement.
17. The Ld. Counsel for SPAN Motels has cited following judgments in support of his contentions: -
17.1 The National Highways Authority of India vs. HK Toll Road Pvt. Ltd. MANU/DE/2640/2025 by Hon`ble High Court of Delhi 17.2 Union Territory of Jammu & Kashmir Vs. IFFCO-
TOKIO, General Insurance Company Limited MANU/JK/0033/2024 by Hon`ble Jammu and Kashmir High Court 17.3 Ksheeraabd Construction Pvt. Ltd. Vs. National Highways and Infrastructure Development Corporation Ltd. and Ors. MANU/DE/3402/2023 by Hon`ble High Court of Delhi OMP (I) COMM NO.: 63/2025 and 66/2025 Page 13 of 49 17.4 Chetan Iron LLP vs NRC Ltd.
MANU/MH/0207/2022 by Hon`ble High Court of Bombay 17.5 Royal Orchids Vs. Kulbir Singh Kohli and Ors.
MANU/DE/3010/2022 by Hon`ble High Court of Delhi 17.6 Rajasthan Breweries Ltd. vs. The Stroh Brewery Company MANU/DE/0860/2000: 2000 (3) Arb. L.R. 509 by Hon`ble High Court of Delhi 17.7 Royal Orchid Hotels Ltd. Vs. Ferdous Hotels Pvt.
Ltd. MANU/TN/0451/2013 by Hon`ble High Court of Madras 17.8 Yassh Deep Builders LLP Vs. Sushil Kumar Singh and Ors. MANU/DE/1604/2023 by Hon`ble High Court of Delhi 17.9 Jindal Steel and Power Ltd. v. SAP India Pvt. Ltd., MANU/DE/1868/2015 by Hon`ble High Court of Delhi 17.10 Inter Ads Exhibition Pvt. Ltd. Vs. Busworld International Cooperative Vennootschap Met Beperkte Anasprakelijkheid MANU/DE/0994/2020 by Hon`ble High Court of Delhi 17.11 Indian Railway Catering and Tourism Corporation Ltd. (IRCTC) v. Cox and Kings India Ltd. and Arup Sen, MANU/DE/0033/2012 by Hon`ble High Court of Delhi 17.12 Glory Jeeva Rita vs. Executive Director, Bharat Petroleum Corporation, Mumbai and others 252 (MANU/TN/0883/2008: 2008) 4 ML J 1236) 17.13 Roadway Solutions India Infra Limited Vs. National Highway Authority of India, [MANU/DE/3471/2023] OMP (I) COMM NO.: 63/2025 and 66/2025 Page 14 of 49 17.14 Sorrel Hospitality Pvt. Ltd. vs Nakodar Hotels Pvt. Ltd. MANU/DE/1011/2018 17.15 Intercontinental Hotels Group-India Private Limited and Ors. Vs. Shiva Satya Hotels Private Limited MANU/GJ/0705/2013 17.16 Country Development and Management Services Pvt. Ltd. Vs. Brookside Resorts Pvt. Ltd. MANU/DE/4239/2006 17.17 Vidya Mandir Classes Ltd. vs Harsh Tiwary MANU/DE/3357/2021 17.18 Essar House Pvt. Ltd. vs Arcellor Mittal Nippon Steel India Ltd. MANU/SC/1165/2022 ARGUMENTS ON BEHALF OF LEMON TREE
18. The Ld. Counsel argued that the entire case of SPAN Motels is that Lemon Tree can claim liquidated damages before the Arbitral Tribunal, if the termination is found to be illegal, but Lemon Tree, at that stage would not be able to resist any relief sought by the SPAN Motels, as the determinable contract, once terminated cannot be sought to be specifically performed.
19. He further argued that Section 14 SRA is not a bar to grant injunction to perform negative covenant and injunction can be granted for illegal termination.
20. He further argued that the legislative intent behind the Specific Relief Act is not to disregard the sanctity of commercial arrangements between parties. On the contrary, the amendments to the Act underscore the importance of enforcing contractual obligations. If SPAN OMP (I) COMM NO.: 63/2025 and 66/2025 Page 15 of 49 Motel`s interpretation was to be accepted, that any contract can be unilaterally terminated at any time, irrespective of whether such termination conforms to the terms of the contract, with the only recourse being a claim for damages before an arbitral tribunal, then the fundamental principle of commercial efficacy, as mutually agreed upon by the parties, would be rendered meaningless.
21. It is submitted that Clause 14.3 of the Franchisee Agreement clearly stipulates the procedure for termination of the agreement by SPAN Motels. It provides that SPAN Motels may terminate the Agreement only upon fulfillment of three cumulative conditions: (i) the Respondent must be in breach of Section 4 of the Agreement; (ii) the Petitioner must issue a written notice granting 30 days` time to cure the alleged breach; and (iii) the Respondent must fail to cure the breach within the said 30-day period.
22. It is submitted that abovementioned conditions are an essential precondition to invoke termination under Clause 14.3. However, SPAN Motels has failed to place on record any document evidencing the issuance of such a mandatory Cure Notice or that the requirement of a 30-day cure period to be given was fulfilled. It is further submitted that any averment in the Termination Notice to any prior opportunities to breach is completely misplaced.
23. He further argued that in addition to the absence of any separate Cure Notice, even if SPAN Motels was to contend that the notice dated 24.02.2025 serves the dual OMP (I) COMM NO.: 63/2025 and 66/2025 Page 16 of 49 purpose of a cure notice and a termination notice, the same would still be legally untenable as no opportunity was given to cure, rather a period of a month was given to effectuate post termination obligations.
24. He further argued that the reliefs sought by the SPAN Motels in their petition under Section 9, are in the nature of a final relief and hence falls beyond the ambit of Section 9 as it is established law that the object of granting interim protection under Section 9 is to safeguard the subject-matter of arbitration and to preserve the efficacy of the arbitral proceedings. The interim relief must be of a temporary nature, designed to operate only during the pendency of arbitration, and must not pre-empt or overlap with the final reliefs sought before the Arbitral Tribunal.
25. He further contended that the reliefs sought in the petition of SPAN Motels are in the nature of Specific Performance, which as per SPAN Motels` own case, cannot be granted in a 'determinable' contract.
26. It is submitted that if it is assumed that the Franchise Agreement stands terminated in accordance with the terms of the said agreement, in that case, SPAN Motels also cannot be allowed to seek specific performance of Clause 15 of the Franchise Agreement i.e. having accepted or pleaded termination, SPAN Motels cannot be permitted to selectively enforce post-termination obligations, that too when SPAN Motels has acted in contravention of the terms of the agreement as post termination obligations provided OMP (I) COMM NO.: 63/2025 and 66/2025 Page 17 of 49 under the Franchise Agreement shall only be triggered once the payment envisaged under Clause 15.6 is satisfied by SPAN Motels.
27. He further submitted that unless and until the learned Arbitral Tribunal determines that the entitlement of SPAN Motels to seek the post termination obligations, (including the legality of the termination of Franchise Agreement), all parties must continue to adhere to the terms of the Agreement. This includes the obligations of SPAN Motels to operate the hotel using Lemon Tree's brand name, accept bookings made under the Franchise Agreement, or/and represent the hotel as a Lemon Tree hotel. Any relief that would frustrate the contractual arrangement between the parties, if granted would essentially amount to specific performance of Clause 15.1 of the Franchise Agreement.
28. He further contended that moreover, SPAN Motels has failed to establish that there is any urgency which merits grant of interim relief in their favour. The only urgency pleaded by the SPAN Motels is that they wish to capitalize on the seasonal tourist time in Manali. However, it is not the case of the SPAN Motels that Lemon Tree has stopped taking reservation for the Hotel or is hampering the business of the SPAN Motels. On the contrary, the Lemon Tree is actively supporting the Petitioner's business by continuing to list the hotel on online travel aggregator (OTA) platforms under its established brand name "Lemon Tree," thereby ensuring steady bookings and customer OMP (I) COMM NO.: 63/2025 and 66/2025 Page 18 of 49 engagement.
29. He further contended that if the relief of abandoning all obligations of the Lemon Tree such as de-listing, disassociating from the Franchise Agreement is granted, in such a case, Lemon Tree would be compelled to incur huge costs and would be put in a grave prejudicial situation.
30. It is further argued that it was never the agreement between the parties that Lemon Tree would increase the revenue of the business, nor is this reflected in the Lemon Tree's obligation under Clause 4 of the Franchise Agreement.
31. He further contended that Lemon Tree was not under any legal obligation to send a representative to the hotel site for severance formalities, as the Franchise Agreement remains in force, and the termination notice issued by the SPAN Motels is invalid.
32. He further submitted that Lemon Tree has disputed the arbitrary nature and propriety of the SPAN Motel's public announcement of severance from the Lemon Tree and reversion of the name to Span Inn and Suites ("SIS"). Such an action is in direct violation of the terms and conditions outlined in the Franchise Agreement and hence is non-est.
33. He further argued that the mere act of seeking amounts that are duly payable under the Franchise Agreement does not, in any manner, amount to an OMP (I) COMM NO.: 63/2025 and 66/2025 Page 19 of 49 admission that the Franchise Agreement is determinable in the sense that it can be arbitrarily and unilaterally terminated without consequence. The demand for payment is in accordance with the subsisting contractual obligations.
34. Lemon Tree has cited the following judgments in support of their arguments:-
34.1 The Global Music Junction Pvt. Ltd. Vs. Shatrughan Kumar Aka Khesari Lal Yadav And Ors. 2023 SCC ONLINE DEL 5479 by Hon`ble High Court of Delhi 34.2 Nimisha Bansal Vs. Sorting Hat Technologies Private Limited MANU/KA/1864/2024 by Hon`ble Karnataka High Court of Karnataka 34.3 Egis India Consulting Engineers Private Limited v.
Pawan Hans Limited O.M.P.(I) (COMM.) 148/2021 by Hon`ble High Court of Delhi 34.4 Eptisa Servicios De Ingenierav National Highways and Infrastructure Development 2018 SCC OnLine Del 12053 by Hon`ble High Court of Delhi 34.5 Times Internet Limited v. Alt Digital Limited Media Entertainment 2019 SCC OnLine Del 11948 34.6 Indian Charge Chrome Ltd. Vs. Tata Iron and Steel Co. Ltd. MANU/WB/0229/1995 34.7 M/S Golden Tobacco Limited Vs. M/S Golden Tobie Private Limited O.M.P.(I) (COMΜΜ.) 182/2021 by Hon`ble High Court of Delhi 34.8 Ascot Hotels and Resorts Pvt. Ltd. & Anr. V. Connaught Plaza Restaurants Pvt. Ltd 2018 SCC ONLINE DEL 7940 by Hon`ble High Court of Delhi OMP (I) COMM NO.: 63/2025 and 66/2025 Page 20 of 49 34.9 GMR Pochanpalli Expressways Limited v. National Highways Authority of India OMP (1) COMM 396/2020 by Hon`ble High Court of Delhi 34.10 Arcelor Mittal Nippon Steel (India) Ltd. v. Essar Bulk Terminal Ltd., (2022) 1 SCC 712 34.11 Vijay Maheshwari v. Splendor Buildwell Private Limited & Anr. OMP (I) (COMM) 42/2024
35. At this stage, it will be apposite to take note of judicial pronouncements regarding scope of Section 9.
35.1 In Essar House (P) Ltd. v. Arcellor Mittal Nippon Steel India Ltd., MANU/SC/1165/2022: 2022:INSC:
957, the Hon'ble Supreme Court observed as under:-
"39. In deciding a petition under Section 9 of the Arbitration Act, the Court cannot ignore the basic principles of the CPC. At the same time, the power of the Court to grant relief is not curtailed by the rigours of every procedural provision in the CPC. In exercise of its powers to grant interim relief under Section 9 of the Arbitration Act, the Court is not strictly bound by the provisions of the CPC.
40. While it is true that the power under Section 9 of the Arbitration Act should not ordinarily be exercised ignoring the basic principles of procedural law as laid down in the CPC, the technicalities of CPC cannot prevent the Court from securing the ends of justice. It is well settled that procedural safeguards, meant to advance the cause of justice cannot be interpreted in such manner, as would defeat justice.
41. Section 9 of the Arbitration Act provides that a party may apply to a Court for an interim measure or protection inter alia to (i) secure the amount in dispute in the arbitration; or
(ii) such other interim measure of protection as may appear to the Court to be just and convenient, and the Court shall have the same power for making orders as it has for the purpose of, and in relation to, any proceedings before it."
35.2 The Hon'ble Supreme Court in the landmark judgment of Adhunik Steels Ltd. v. Orissa Manganese and Minerals (P) Ltd., OMP (I) COMM NO.: 63/2025 and 66/2025 Page 21 of 49 MANU/SC/2936/2007: 2007:INSC:742: (2007) 7 SCC 125 has, with respect to Section 9, held as under:-
"8. There was considerable debate before us on the scope of Section 9 of the Act. According to learned counsel for Adhunik Steels, Section 9 of the Act stood independent of Section 94 and Order 39 of the Code of Civil Procedure and the exercise of power there under was also not trammelled by anything contained in the Specific Relief Act. Learned counsel contended that by way of an interim measure, the court could pass an order for the preservation or custody of the subject-matter of the arbitration agreement irrespective of whether the order that may be passed was in a mandatory form or was in a prohibitory form. The subject-matter of arbitration in the present case was the continued right of Adhunik Steels to mine and lift the ore to the surface on behalf of OMM Private Limited and until the Arbitral Tribunal decided on whether OMM Private Limited was entitled to breach the agreement or terminate the agreement and what would be its consequences, the court had not only the power but the duty to protect the right of Adhunik Steels conferred by the contract when approached under Section 9 of the Act. Learned counsel emphasised that what was liable to be protected in an appropriate case was the subject-matter of the arbitration agreement. Learned counsel referred to The Law and Practice of Commercial Arbitration in England by Mustill and Boyd and relied on the following passage therefrom:
"(b) Safeguarding the subject-matter of the dispute.
The existence of a dispute may put at risk the property which forms the subject of the reference, or the rights of a party in respect of that property. Thus, the dispute may prevent perishable goods from being put to their intended use, or may impede the proper exploitation of a profit-earning article, such as a ship. If the disposition of the property has to wait until after the award has resolved the dispute, unnecessary hardship may be caused to the parties. Again, there may be a risk that if the property is left in the custody or control of one of the parties, pending the hearing, he may abuse his position in such a way that even if the other party ultimately succeeds in the arbitration, he will not obtain the full benefit of the award. In cases such as this, the Court (and in some instances the Arbitral Tribunal) has power to intervene, for the purpose of maintaining the status quo until the award is made. The remedies available under the Act are as follows:-
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 22 of 49(i) The grant of an interlocutory injunction.
(ii) The appointment of a receiver.
(iii) The making of an order for the preservation, custody or sale of the property.
(iv) The securing of the amount in dispute."
11. It is true that Section 9 of the Act speaks of the court by way of an interim measure passing an order for protection, for the preservation, interim custody or sale of any goods, which are the subject matter of the arbitration agreement and such interim measure of protection as may appear to the court to be just and convenient. The grant of an interim prohibitory injunction or an interim mandatory injunction are governed by well known rules and it is difficult to imagine that the legislature while enacting Section 9 of the Act intended to make a provision which was de hors the accepted principles that governed the grant of an interim injunction. Same is the position regarding the appointment of a receiver since the Section itself brings in, the concept of 'just and convenient' while speaking of passing any interim measure of protection. The concluding words of the Section, "and the court shall have the same power for making orders as it has for the purpose and in relation to any proceedings before it"
also suggest that the normal rules that govern the court in the grant of interim orders is not sought to be jettisoned by the provision. Moreover, when a party is given a right to approach an ordinary court of the country without providing a special procedure or a special set of rules in that behalf, the ordinary rules followed by that court would govern the exercise of power conferred by the Act. On that basis also, it is not possible to keep out the concept of balance of convenience, prima facie case, irreparable injury and the concept of just and convenient while passing interim measures under Section 9 of the Act.
16. Injunction is a form of specific relief. It is an order of a court requiring a party either to do a specific act or acts or to refrain from doing a specific act or acts either for a limited period or without limit of time. In relation to a breach of contract, the proper remedy against a defendant who acts in breach of his obligations under a contract, is either damages or specific relief. The two principal varieties of specific relief are, decree of specific performance and the injunction (See David Bean on Injunctions). The Specific Relief Act, 1963 was intended to be "An Act to define and amend the law relating to certain kinds of specific reliefs." Specific Relief is relief in specie. It is a remedy which aims at the exact fulfilment of an obligation. According to Dr. Banerjee OMP (I) COMM NO.: 63/2025 and 66/2025 Page 23 of 49 in his Tagor Law Lectures on Specific Relief, the remedy for the non performance of a duty are (1) compensatory, (2) specific. In the former, the court awards damages for breach of the obligation. In the latter, it directs the party in default to do or forbear from doing the very thing, which he is bound to do or forbear from doing. The law of specific relief is said to be, in its essence, a part of the law of procedure, for, specific relief is a form of judicial redress. Thus, the Specific Relief Act, 1963 purports to define and amend the law relating to certain kinds of specific reliefs obtainable in civil courts. It does not deal with the remedies connected with compensatory reliefs except as incidental and to a limited extent. The right to relief of injunctions is contained in part- III of the Specific Relief Act. Section 36 provides that preventive relief may be granted at the discretion of the court by injunction temporary or perpetual. Section 38 indicates when perpetual injunctions are granted and Section 39 indicates when mandatory injunctions are granted. Section 40 provides that damages may be awarded either in lieu of or in addition to injunctions. Section 41 provides for contingencies when an injunction cannot be granted. Section 42 enables, notwithstanding anything contained in Section 41, particularly clause (e) providing that no injunction can be granted to prevent the breach of a contract the performance of which would not be specifically enforced, the granting of an injunction to perform a negative covenant. Thus, the power to grant injunctions by way of specific relief is covered by the Specific Relief Act, 1963.
36. From the pleadings and arguments advanced by both the sides, the following questions emerge for consideration:-
36.1 Whether the SPAN Motels cannot terminate the contract without payment of Liquidated Damages as stipulated in clause 15.3 of the Franchisee Agreement?
36.2 Whether Lemon Tree is seeking enforcement of negative covenant as per clause 5.25 of franchisee agreement and is it permissible?
36.3 Whether Lemon Tree is seeking the enforcement of OMP (I) COMM NO.: 63/2025 and 66/2025 Page 24 of 49 specific performance of a determinable contract and is it allowed?
36.4 Whether the claim of SPAN Motels is barred by provision of Section 14(d) of SRA as it amounts to specific performance of determinable contract?
37. At this stage, it will be appropriate to reproduce the relevant clauses of the franchise agreement:-
Clause 3. TERM:
Except as otherwise provided herein, this Agreement shall commence on the Effective Date and shall remain valid for a period of Ten (10) years from the Operating Date (the "Initial Term"). Upon conclusion of the Initial Term, this Agreement shall renew with and extend for another period of 10 (Ten) years from the date of the expiration of the Initial Term, upon the terms and conditions mentioned herein, unless either party hereto shall give the other party hereto prior written notice of such party's intention to terminate this Agreement at the conclusion of the Initial Term, which written notice must be provided to the other party no more than twelve (12) months, and no less than six (6) months, before the scheduled termination of the Initial Term.
Clause 4. FRANCHISOR'S OBLIGATIONS 4.1 To educate Franchisee regarding the Brand Standards, Franchisor may loan or otherwise make available to Franchisee one set of the Franchised Operations Manual and the Rules and Regulations in English for operation of the Franchised Hotel. This is returnable by the Franchisee at the end of the contract period. No copies of this shall be made without written consent of the Franchisor.
4.2 The Franchisor shall review and analyze preliminary and final plans and specifications pertaining to the construction of the Hotel and perform periodic/monthly inspections of the Hotels in order for the Hotel to comply with the Brand Standards during the period of construction at the sole expense of the Franchisee (i.e., travel, boarding, lodging equivalent to 5 star hotel and miscellaneous expense);
however, Franchisor shall not be liable to Franchisee, any subsequent owner of the Hotel nor to any third party as a result of Franchisor's review or approval of the plans and specifications for the Hotel.
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 25 of 494.3 Franchisor or its designee shall provide initial training and on-going training to Franchisee's principals, general manager and key employees all related costs would be borne by Franchisee.
4.4 Franchisor or Lemon Tree shall provide the Reservations System for the Franchised Hotel and, if available, Franchisor may provide a license to Franchisee to use Reservations Systems Software for the Franchised Hotel to receive Reservation Transactions in the manner and on the terms contemplated in Section 5.9 hereof.
4.5 Franchisor shall use the monies collected pursuant to Section 6.3 hereof for the purpose of providing and supporting efforts to advertise and promote the System through the marketing Fee described in Section 12 hereof in such manner as Franchisor may from time to time determine to be necessary and appropriate.
4.6 Franchisor shall use the reservations fees collected pursuant to Section 6 hereof to support, as part of the System, the Reservation System, as Franchisor its designee may from time to time determine to be necessary and appropriate. 4.7 Franchisor shall list the Franchised Hotel in such appropriate directories of hotels as may be published by the Franchisor or its designee from time to time. 4.8 Franchisor carries out group sales and marketing services for all Affiliated Hotels and shall extend the benefit of such group sales and marketing services to the Franchisee for the Hotel through the Systems. Group sales and marketing services for the Affiliated Hotels, shall comprise cluster advertising carried out on corporate basis in the local, national and international markets for the benefit of the Affiliated Hotels comprised as Affiliated Hotels enjoying the benefits of Franchisor Trademarks. Franchisor shall in its sole discretion determine the group advertising program having regard to the objective of providing wider economic exposure for all Affiliated Hotels covered under the group sales and marketing services program.
4.9 Franchisor operates a guest feedback system that enables Affiliated Hotels to provide timely feedback for the benefit of Affiliated Hotels. While Franchisor encourages every Affiliated Hotel using the Brand Marks to adopt the Guest feedback System, Franchisee will have the option to participate or not participate in this program. The cost for such subscribing to such system shall be borne by the Franchisee.
Clause 5:- Franchisee`s Obligations OMP (I) COMM NO.: 63/2025 and 66/2025 Page 26 of 49 5.25 Franchisee specifically acknowledges that, pursuant to this Agreement, Franchisee will receive valuable information including, without limitation, information regarding the operational sales, promotional and marketing methods and techniques of Lemon Tree and the Brand System, Franchisee covenants that during the term of this Agreement, and except as otherwise approved in writing by Franchisor, Franchisee shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, partnership, association or corporation, divert or attempt to divert any information provided by Lemon Tree to Franchisee or its Affiliates nor divert or attempt to divert any business or customer of the Franchised Hotel to any competitor, by direct or indirect inducement or otherwise, to do or perform directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Lemon Tree Marks and the Brand System.
5.26 Franchisee understands and acknowledges that Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in Section 5.25 without Franchisee's consent, effective immediately upon receipt by Franchisee of written notice thereof, and Franchisee agrees that it shall comply forthwith with any covenant so modified, which shall be fully enforceable notwithstanding the provisions of Section 19.1 hereof. 5.27 Franchisee expressly agrees that the existence of any claims it may have against Franchisor, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Franchisor of the covenants in Section 5.25. Franchisee agrees to pay all costs and expenses (including reasonable attorneys' fees and expenses) incurred by Franchisor in connection with the enforcement of Section 5.25 Clause 14: TERMINATION 14.1 Immediate Termination Without Opportunity to Cure Franchisor may, at its sole discretion, terminate this Agreement and all rights granted herein without prior notice to Franchisee on occurrence of any of the following events:
14.1.1 If Franchisee shall become insolvent or make a general assignment for the benefit of creditors; or if a petition in bankruptcy (insolvency) is filed by Franchisee or such a petition is filed against Franchisee and not opposed by Franchisee; or if a receiver or other custodian (permanent or temporary) of Franchisee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction, or if any suit to foreclose any lien or mortgage against the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 27 of 49 Franchisee's property is instituted, and not dismissed or contested by litigation within thirty (30) days; or if Franchisee is dissolved; or if execution is levied against all or substantially all of Franchisee's business or property; or if the real or personal property of Franchisee shall be sold after levy thereupon by any officer acting on behalf of any court; 14.1.2 If for any reason whatsoever the Franchised Hotel ceases to exist or is sold/transferred by the Franchisee to a third party or the lease/license Agreement of the Owner is determined then this Agreement shall stand terminated forthwith;
14.1.3 If, contrary to the terms of Section 13 hereof, Franchisee or any shareholder in Franchisee purports to make any transfer to any third party without Franchisor's prior written consent;
14.1.4 If contrary to the terms of Section 9 hereof, Franchisee discloses or divulges any confidential information provided to franchisee by franchisor;
14.1.5 If franchisee misuses or makes any unauthorized use of the the Lemon Tree Marks or otherwise materially impairs the goodwill associated therewith or Lemon Tree's rights therein;
14.1.6 If Franchisee submits false or misleading information required under this Agreement;
14.1.7 If Franchisee fails to comply with the insurance requirements set forth in Section 11 hereof, 14.1.8 If any other agreement between Franchises and Franchisor. Lemon Tree, or an Affiliate thereof is terminated for breach by Franchisor or Lemon Tree;
14.1.9 If a threat or danger to public health or safety results from the construction, renovation, maintenance, or operation of the Franchised Hotel;
14.1.10 If Franchisee violates the covenants contained in Section 5.22 hereof;
14.1.11 If the beneficial ownership of any interest (Which for purposes debentures, partnership interest, or the like) in Franchisee hereof shall include, but not be limited to, stock, bonds, becomes, directly or indirectly, owned by a company other than Lemon Tree or Franchisor without Franchisor's prior written consent; or 14.1.12 If any representation or warranty given by the Franchisee under present agreement to the Franchisor is found to be untrue or misleading.OMP (I) COMM NO.: 63/2025 and 66/2025 Page 28 of 49
14.2 Termination by Franchisor After Opportunity to Cure Franchisee shall be deemed to be in default and Franchisor may, at its option, terminate this Agreement and all rights granted hereunder, without further notice to Franchisee, effective immediately upon receipt of notice chisee's obligations by Franchisee, upon any breach of any of Franchisee's hereunder, including, but not limited to, any of the following eventsat 14.2.1 If, within thirty (30) days after notice is given to it by Franchisor requiring remedy, Franchisee fails to pay when due payments requirement under this Agreement Franchisee shall not have remedied or cause to be remedied such breach; 14.2.2 If within thirty (30) days after notice is given to it by Franchisor requiring remedy, Franchisee fails to maintain or observe any of the standards or procedures required for operation of the Franchised Hotel by Franchisor in this Agreement, in the Franchise Operations Manual, the Rules and Regulations, or otherwise in writing, and Franchisee shall not have remedied or cause to be remedied such breach. 14.2.3 If, within thirty (30) days after notice is given to it by Franchisor requiring remedy, Franchisee fails to timely submit any information required under this Agreement, Franchisee shall not have remedied or cause to be remedied such breach, 14.2.4 If, within thirty (30) days after notice is given to it by Franchisor requiring remedy, Franchisee breaches any other covenant promise, obligation, or undertaking herein contained, if such breach shall be of a remediable nature, and Franchisee shall not have remedied or cause to be remedied such breach.
14.3 Termination After Notice to Franchisor - Franchisor shall be deemed to be in default and Franchisee may at its option terminate this Agreement and all rights granted hereunder upon breach of any of Franchisor's material obligations as per Section 4 of this Agreement and Franchisor shall not have remedied or cause to be remedied such breach within 30 days after notice is given to it by Franchisee requiring remedy.
Clause 15: RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION 15.1 Upon the termination or expiration of this Agreement howsoever occasioned, all of Franchisee's rights and privileges hereunder shall cease immediately and Franchisee shall immediately:OMP (I) COMM NO.: 63/2025 and 66/2025 Page 29 of 49
15.1.1 Cease to operate the Franchised Hotel under the Brand System and the Brand Marks;
15.1.2 Cease to use any of the Lemon Tree Marks or any aspect of the Brand System and cease to use in any manner whatsoever any forms, manuals, slogan signs, marks or symbols containing the Lemon Tree Marks and anything similar thereto or suggestive thereof used in connection with the Franchised Hotel;
15.1.3 Cease to claim or represent orally or in writing that it is or that the Franchised Hotel is a Franchisee or a franchised hotel of Franchisor;
15.1.4 Remove or alter all relevant signs used in connection with the Franchised Hotel so as to distinguish it from the Franchisor and Lemon Tree, 15.1.5 Pay without offset all sums owing to Franchisor and Lemon Tree and their Affiliates;
15.1.6 Not allow any third party to use or apply the Brand System;
15.1.7 Deliver up to Franchisor all manuals (including, without limitation, the Franchise Operations Manual), the Rules and Regulations, the reservation system software, and all programs and confidential information in its possession or control and not keep any copies thereof; and 15.1.8 Take such action as may be necessary to cancel any assumed name or equivalent registration which contains any Franchised Mark. Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within seven (7) days after termination or expiration of this Agreement.
15.2 In the event Franchisee continues to operate or subsequently begins to operate any other business following termination or expiration of this Agreement, Franchisee shall not use any reproduction, counterfeit, copy, or colorable imitation of the Brand Marks or any of the Lemon Tree Marks, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Lemon Tree's rights in and to such marks, and shall not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Lemon Tree or Franchisor constituting unfair competition.
15.3 In the event of termination of this Agreement pursuant to Sections 14.1 or 14.2 herefor by the Franchisee, then in OMP (I) COMM NO.: 63/2025 and 66/2025 Page 30 of 49 addition to any other remedies available under this Agreement, Franchisee shall pay to Franchisor within thirty (30) days from the date of such termination, as liquidated damages and not as a penalty, an amount, which both parties admit and acknowledge to be a genuine pre-estimate of the loss/damages which would be suffered by the Franchisor, determined in accordance with the following:
A) If the applicable termination occurs anytime on or before the 7th anniversary of the Operating Date, Franchisee will pay Franchisor, within 30 days after the termination, as liquidated damages and not as a penalty for the premature termination of this Agreement, an amount equal to the product of (i) average monthly amount of fees due and/or receivedby the Master Franchise under Sections 6.2, 6.3 and 6.4 in the most recent 12 months prior to the year of termination for shorter number of months until the date on which Franchisce could terminate this Agreement without penalty. Date), multiplied by the B) If the applicable termination occurs anytime after the 7th anniversary of the Operating Date, Franchisee will pay Franchisor, within 30 days after the termination, as liquidated damages and not as a penalty for the premature termination of this Agreement, an amount equal to the product of (i) average monthly amount of fees due and/or received by the Master Franchise under Sections 6.2. 6.3 and 6.4 in the most recent 12 months prior to the year of termination for shorter number months since the Effective Date), multiplied by (li) 12 months until the date on which Franchisee could terminate this Agreement without penalty.
Payment of such liquidated damages is in addition to all other rights of Franchisor hereunder, including, without limitation, the right to obtain equitable and/or in junctive relief and to collect amounts owed which accrued prior to termination of this Agreement. The parties acknowledge that the injury caused to Franchisor by Franchisee's breach is difficult or impossible accurately to estimate that they intend to provide for compensation for damages which are not specifically ascertainable and not as a penalty,. The parties agree that the stipulated method of computation constitutes a reasonable estimate of Franchisor's probable loss resulting from such breach by Franchisee.
15.4 In the event of termination or expiration of this Agreement for any reason whatsoever, the Franchisee shall immediately cease and refrain Hotel or former Franchised Hotel. from holding the Franchised Hotel to the general public as a Franchised Hotel or former Franchised Hotel OMP (I) COMM NO.: 63/2025 and 66/2025 Page 31 of 49 15.5 In the event that, Franchisee fails to discontinue use of the Brand the Proprietary immediately, Franchisee agrees and understands that Franchisor or Lemon Tree shall also be entitled to injunctive or other equitable relief for any violation of the foregoing, without prejudice to other rights as available under the present agreement or law to the Franchisor.
15.6 The termination of this Agreement howsoever occasioned:
15.6.1 Shall be without prejudice to any rights which shall have accrued to either party hereunder prior to or as a result of such termination; and 15.6.2 Shall not release Franchisee from its obligations to pay the fees or other sums accrued and due (but not paid) up to the date of such termination, nor entitle Franchisee to repayment of any monies already paid by it under and pursuant to this.
Clause 16. RELATIONSHIP OF PARTIES;
INDEMNIFICATION; THIRD PARTY RIGHTS 16.3. Notwithstanding anything contained herein Franchisee hereby and all losses, liabilities, punitive measures, penalties, damages, unequivocally undertakes to indemnify, the Franchisor against each claims, actions, proceedings, cost and expenses, including reasonable connection therewith, suffered or incurred by Franchisor which may arise out of or result from or payable on account of breach of terms and conditions of the present agreement.
19. DISPUTE RESOLUTION 19.1 Any and all disputes or differences arising out of or in relation to or in performance or non-performance of the rights and obligations set forth connection with this Agreement between the Parties or relating to the thereof shall be referred for arbitration to sole Arbitral Tribunal in accordance herein or relating to the breach, termination, invalidity or interpretation with the terms of Arbitration and Conciliation Act, 1996 or any amendments thereof. 19.2 The place of arbitration shall be New Delhi. 19.3 The language used in the arbitral proceedings shall be English.
19.4 Arbitration shall be conducted by a sole Arbitral Tribunal.
19.5 The sole Arbitral Tribunal shall be appointed with matual consent. The arbitral award shall be in writing and OMP (I) COMM NO.: 63/2025 and 66/2025 Page 32 of 49 shall be final and binding on each party and shall be enforceable in any court of competent jurisdiction. 19.6 Noting contained in this Section 19 shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for injunctive or similar court order providing for other provisional relief to compel another party to comply with its obligations hereunder at any time.
The costs of any such action, including, without limitations, attorneys' fees, shall be borne by the losing party. For all such proceedings, Courts at Delhi shall have the jurisdiction.
38. I have already heard the Ld. counsels for both the sides and perused the records carefully. I have also gone through the written arguments filed by both the parties.
Analysis & Findings
39. The first point for consideration is "Whether the SPAN Motels cannot terminate the contract, without payment of Liquidated Damages as stipulated in clause 15.3 of the Franchise Agreement"?
40. The argument of Lemon Tree is that till liquidated damages are paid in terms of clause 15.3 of the Franchise Agreement, the agreement cannot be terminated by SPAN Motels. It is also the argument of Lemon Tree that as per Clause 15.6, termination is not allowed without payment of liquidated damages. It is also argued that SPAN Motels has acted in contravention of the terms of the agreement and hence the termination is invalid and SPAN Motels cannot seek enforcement of Clause 15 and it is only after compliance of Clause 15.6, that Clause 15 can be enforced. Another argument by Lemon Tree is that the mere fact that liquidated damages have been claimed, does not make the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 33 of 49 agreement determinable.
41. At first, it is to be noted that Lemon Tree itself has admitted in its pleadings and submissions that in view of Clause 14 of the agreement, the agreement is determinable and therefore the Franchise Agreement being a determinable contract, cannot be specifically enforced by SPAN Motels. Hence, it is admitted position of the parties that Franchise Agreement is a determinable contract, as under Clause 14 of the Franchise Agreement both the parties have been given the right to terminate the contract. In various judgments, it has been observed that a determinable contract is one where the contract can be terminated by either of the parties.
42. In National Highways Authority of India (Supra), it was observed that: -
88. On perusing the above judgments, it is discernible that if a contract can be terminated by either of the parties whether for a specific breach or even without any cause and this right is based on an allegation of breach or happening of an event which is clearly stated in the contract, then the contract is determinable in nature and hence, cannot be enforced.
90. On perusal, clause 37.1 grants the right to NHAI to terminate the Agreement if the concessionaire (respondent herein) commits any default whereas clause 37.2 grants the right to respondent to terminate the Agreement if NHAI commits any default. The above clauses make amply clear that both the parties herein have been given a right to terminate the Agreement, making the Agreement in question i.e. Concession Agreement 02.07.2010 a determinable contract. Hence, by virtue of section 14(d) of SRA, the Agreement is incapable of specific performance and by virtue of section 41(e), an injunction cannot be granted.
43. In Global Music (Supra), relied upon by Ld. Counsel for Lemon Tree, the agreement was held not to be OMP (I) COMM NO.: 63/2025 and 66/2025 Page 34 of 49 determinable as there was a negative covenant and Respondent No.1/Defendant No.6 had no right to terminate the agreements. Relevant observations made therein are reproduced here as under: -
43. The agreements in question are not determinable, as there is a negative covenant and the Respondent No.1/ Defendant No.6 has no right to terminate them. Schedule A Clause 2 of the original agreement stipulates that "the artist (Respondent No.1/ Defendant No.6) shall not terminate this agreement for any reason whatsoever for the term."
44. In Golden Tobacco (Supra), relied upon by Ld.Counsel Lemon Tree, it was observed that:-
35. The question whether an agreement is in its nature determinable, is required to be understood in the context of the nature of that agreement. There are certain agreements that can be terminated by either party.
Partnership agreements in cases of partnerships at will and agreements, which expressly provide that either party has the right to terminate the same, without any cause, are, clearly agreements that by their nature are determinable. There may be certain other contracts such as those of service of a personal nature, which require a voluntary commitment by any individual, the performance of which by its very nature cannot be compelled. Clearly, such contracts would also be determinable by their nature. There may be agreements where the right to terminate the contract is reserved for a specified party or parties. Plainly, in such cases, the contracts are determinable but only at the instance of the said party and that party cannot be compelled to specifically perform the contract. However, an agreement, which pertains to transfer of rights in property, can certainly not be considered as a determinable contract if the same does not provide for termination by a party without cause. The aforesaid illustrations are by no means, exhaustive; the question whether a contract is determinable in its nature is required to be examined in the facts of each case.
45. In Ascot Hotels (Supra), relied upon by Ld.Counsel for Lemon Tree, there were specific situations in which the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 35 of 49 agreement could have been terminated and except under those situations, there was no right to terminate the agreement. It was observed that:-
23. In the present case, the respondent has clearly made out a case which falls in the exception to the rule as provided in Section 14(1)(a) of the Specific Relief Act, 1963.
24. Similarly, reliance of the appellant on Section 14(1)(c) of the Specific Relief Act, 1963 is also ill-
founded. In the License Agreement, there is a specific prohibition on the appellant from terminating the agreement "except" in the case of three consecutive defaults in the payment of the license fee by the respondent. In view of the prohibition, it cannot be said that the agreement is determinable by its very nature....
46. Secondly, under clause 15.1, it is stipulated that:-
"Upon the termination or expiration of this Agreement howsoever occasioned, all of Franchisee's rights and privileges hereunder shall cease immediately and Franchisee shall immediately .......".
47. As such, in view of the above stipulation, irrespective of the fact that how the termination has occasioned, once the contract is terminated, Clause 15.1 comes into effect.
48. Clause 15.3 talks about the obligation to pay liquidated damages in the event of termination. So, claim for liquidated damages, under the Franchise Agreement is a post-termination obligation. Since the amount to be paid under Clause 15 is not in the form of penalty, the quantum of liquidated damages is a matter that would require adjudication, which would be done by the Arbitral Tribunal.
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 36 of 4949. So far as the contention of Ld. Counsel for Lemon Tree that the termination of Franchise Agreement by SPAN Motels is invalid is concerned, the validity of termination is a matter to be decided by the Ld. Arbitral Tribunal when the Arbitral Tribunal is constituted. This Court, under the limited scope of Section 9 cannot go into the merits of termination.
50. In Inter Ads (Supra), it was observed that: -
13. Whether the termination notice dated 15.03.2019, met the requirements of Article 12.4 or not and thus, whether the termination was a valid termination or not, would be questions that have to be examined and adjudicated upon by the learned Arbitral Tribunal, to be appointed by the parties to resolve their disputes. It would also be for the learned Arbitral Tribunal to reconcile Article 7.1 with the recitals in the JVA-II dated 25.10.2011, as reproduced hereinabove, limiting the agreement to four editions. Under Article 7, termination can be either mutually agreed to under Article 7.2 or at the option of either party, on the occurrence of certain events, as listed under Article 7.3, which contemplates a termination with penalty. Again, the question whether the respondent had given 30 days' time to the appellant to make good the default, duly specified in reasonable detail in the communications exchanged between the parties, is not for this court to inquire into. Suffice it is to state that in either event, the agreement was terminable and therefore, the conclusion arrived at by the learned Single Judge that specific performance of the contract could not be granted and nor could any injunction be issued restraining the respondent from giving effect to the notice dated 15.03.2019, as that would in effect amount to enforcement of the contract beyond the said date i.e. 15.03.2019, cannot be faulted.
15. Since the contract in the present case was terminable and as the issue of the legality of the action of termination has yet to be determined and further, since wrongful termination can be restituted by awarding of damages, in the event the appellant is able to establish that the said termination was illegal and invalid, the learned Single Judge has rightly declined the reliefs prayed for by the appellant in the Section 9 petition. We do not find any reason to interfere with the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 37 of 49 view taken in the impugned judgment.
51. In the case of Egis India (Supra), cited by Ld. Counsel for Lemon Tree, the question of law to be decided was whether in view of the clause 2.9.6 of the GCC, the ad interim relief could be granted or not. This case is not relevant as there was specifically a clause in the said case which laid down that if the matter is referred for arbitration, after notice of termination, such contract would not stand terminated and it will be subject to the outcome of the arbitral award. It was observed:-
13. While, therefore, I am not entirely in agreement with Mr. Dewan's argument that the decision in Eptisa Servicios1 covers the present case, there is substance in Mr. Dewan's contention that even after a notice of termination has been issued by the respondent, the contract would not stand terminated, if the petitioner seeks resolution of the disputes by arbitration. In this case, the notice of termination was issued on 13th April, 2021. The petitioner, on 27th April, 2021, disputed the validity of the letter of the termination order of the decisions to terminate the contract and also sought reference of the disputes to arbitration. Prima facie, therefore, it would appear that, in such circumstances, Clause 2.9.6 of the GCC, would apply and, pending resolution of the dispute in arbitration and subject to the result of the arbitral award, the contract would continue to subsist.
52. However, no such clause exists in the contract between the parties in the present case and hence the same is distinguishable and not applicable.
53. In Eptisia Servicios (Supra), cited by Ld.Counsel for Lemon Tree, again there was a specific clause which contained a negative covenant that termination notice would not take effect during the pendency of arbitration proceedings and hence, not applicable.
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 38 of 4954. In GMR Pochanpalli (Supra), judgment cited by Ld.Counsel for Lemon Tree, it was observed that:-
31. Therefore, the primary consideration while passing the order is to see whether irreparable harm is likely to be caused to the party seeking the relief, while bearing in mind that granting such relief shall not render the final relief or the entire proceedings infructuous. A relief beyond the final relief as an interim measure, at the preliminary stage, shall not be granted and even if granted has to be with utmost caution and vigilance. By way of exercising powers under Section 9(1) of the Arbitration Act, the Courts cannot enforce the Award in the garb of granting a relief beyond the scope of the powers but can only grant relief which is deemed necessary to ensure that the rights of either party are not being prejudiced to the extent that the resolution being sought becomes futile.
34. It is, hence, evident that the relief which may be granted under Section 9 of the Act can be only to provide relief to the party claiming so to ensure that the subject matter of the arbitration is protected during and till the conclusion of proceedings and after the Award is made but is not enforced.
Such a measure can certainly not be granted beyond the scope and mandate of Section 9 and in the nature of a final order/relief.
36. This Court, in light of the limitations delineated under Section 9 of the Arbitration Act, cannot grant a permanent relief to the petitioner, especially when an Award has already been made highlighting the extent of claims and reliefs that the parties are legally entitled for. The mandate of the provision does not permit passing of an order in the nature of a permanent measure in favour of either party under the Arbitration Act.
55. There is no dispute to the proposition of law laid down in the aforesaid judgment, but the prayers made in the petition of SPAN Motels cannot be said to be granting of final relief but are consequential to the Clause 15.1 of the agreement.
56. Another argument by Lemon Tree is that SPAN Motels has misused confidential information supplied by OMP (I) COMM NO.: 63/2025 and 66/2025 Page 39 of 49 Lemon Tree to SPAN Motels. Under Clause 5.25 read with Clause 9, the terms regarding confidential information have been provided. It is to be noted that in the entire pleadings and submissions by Lemon Tree, there is no mention that what confidential information has been misused by SPAN Motels.
57. So far as the requirement of notice with cure period of 30 days before termination in terms of Clause 14.3 is concerned, in the email dated 24.02.2025, sent by SPAN Motels to Lemon Tree, the termination was to take effect from 31.03.2025. The termination was stated to be on account of non-compliance with earlier emails dated 21.08.2024, 09.10.2024 and the follow up emails dated 15.12.2024 and 21.12.2024 to cure the lapses and breaches notified by SPAN Motels to Lemon Tree. This prima facie shows that more than 30 days` time to cure the lapses and defects was given before the termination was to take effect and the mere fact that term "30 days cure period" has not been mentioned specifically in the said communications cannot be said to be a breach of Clause 14.3.
58. In Nimisha (Supra), cited by Ld.Counsel for Lemon Tree the termination was with immediate effect and the specific clause to give 60 days` notice demanding arrears of salary was not followed. The relevant paras are reproduced as under: -
35. There is no denial that the agreement was entered into between the Educator and the Unacademy on 03.05.2023. In the said agreement, the Educator has agreed to provide the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 40 of 49 Contents defined as "Educator Content" in clause No.1.1.9 to the Unacademy. The Unacademy is entitled to use the "Educator Content" exclusively during the lock-in period which is two years from 01.04.2023. The two years' tenure under the agreement has not come to an end as no 60 days notice issued demanding arrears of salary. Admittedly the Educator has received base salary for two years. This being the prima facie position, Educator could not have terminated the agreement in the way alleged to have been done in terms of email dated 18.09.2023 wherein the Educator states that she is resigning with immediate effect.
53. As already noticed, the covenant mandating the Educator to provide service exclusively to the Unacademy is not enforceable by way of specific performance as it involves the personal service of the Educator. The action for its breach is only to seek damages. However, the agreement confers the right to exclusive use of the "Educator Content"
by Unacademy. This right in appropriate circumstances can be protected by restraining the other party in the exercise of power under Section 42 of the Specific Relief Act.
59. In the present case, the requirement of 30 days cure period notice is prima facie appearing to have been followed by SPAN Motels. The merits or validity of such a notice will be a matter for consideration before the Arbitral Tribunal.
60. In Golden Tobacco (Supra), relied upon by Ld.Counsel for Lemon Tree, even though the termination of the agreement was stated in the notice to be with immediate effect, the party terminating it had refrained from taking any action for the requirement period of three months. This was considered to be sufficient compliance. It was observed that:-
58. The termination notice dated 13.02.2021 is also, ex-
facie, illegal as it is not in conformity with the terms of the Trademark License Agreement, as amended by the Amendment Agreement. In terms of Clause 5 of the Amendment Agreement, GTL was entitled to terminate OMP (I) COMM NO.: 63/2025 and 66/2025 Page 41 of 49 the Agreement in the event GTPL did not comply with any of the conditions as set out in the Trademark License Agreement "after a notice period of 3 (three) months by issuance of a termination notice". However, paragraph 14 of the termination notice dated 13.02.2021 expressly states that GTL had terminated the Trademark License Agreement and the Amendment Agreement "with immediately effect".
59. Mr. Verma, has contended that the said notice was in conformity with the Amendment Agreement as GTL had refrained from taking any action for a period of three months after 13.02.2021 and the same was sufficient compliance of Clause 4 of the Amendment Agreement. He submitted that GTPL had not contested the notice at the material time on the aforesaid ground, but had merely insisted that the same be withdrawn.
61. In view of above discussion, the first question is answered in the negative.
62. The second point for consideration is "Whether Lemon Tree is seeking enforcement of negative covenant as per clause 5.25 of franchisee agreement and is it permissible"?
63. A bare reading of Clause 5.25 reveals that the obligations laid down under Clause 5.25 are pre- termination obligations which means that the obligations under Clause 5.25 are to be performed during the continuation/subsistence of the Franchise agreement. The status of the Franchise agreement, as it exists right now is that, it has been terminated by SPAN Motels. The validity of termination and other nuances related thereto shall be the subject matter of the Ld. Arbitral Tribunal, as and when constituted. However, at this stage, given the limited scope of Section 9 and as it appears prima facie that the OMP (I) COMM NO.: 63/2025 and 66/2025 Page 42 of 49 agreement has been terminated, Clause 5.25 cannot be enforced, as sought by Lemon Tree.
64. In Union Territory of Jammu and Kashmir(Supra) ,it was observed that:-
25. Further, in Pink City Expressway Private Limited vs. NHAI &Anr, reported as 2022 SCC Online Del 1816 decided on 15th June 2022, the aforesaid preposition was also considered by a Division Bench of Delhi High Court and the following was observed:
"19. Law on the scope of interference in a Section 9 petition is no longer res integra. The learned Single Judge has held that the prayer made by the Appellant in the Section 9 petition cannot be granted as that would amount to extending the contract contrary to the decision dated 29.04.2022. It is well-settled that powers under Section 9 can only be exercised for preservation of the subject matter of the dispute till the decision of the Arbitral Tribunal and cannot be extended to directing specific performance of the contract itself.
28. In view of the law discussed herein above, coming to the facts of the present case, this court is of the opinion that on the plain reading of Clause 9.1 of Insurance Contract, the contract agreement is prima facie determinable, as such the contract is not specifically enforceable under Section 14 of the Specific Relief Act. Further, injunction under Section 41 (e) of the Act cannot be granted in favour of petitioner since the contract is not specifically enforceable. Even if the petitioner would have passed the litmus test of Section 14 and Section 41 (e) of Specific Relief Act, as per the law laid down by the Hon'ble Supreme Court mentioned Supra, the interim relief in the form of directing the respondents to continue with the insurance contract could not have been granted as it will amount to granting of relief of specific performance of contract, which is beyond the scope of Section 9 of the Arbitration and Conciliation Act.
65. In Vidya Mandir (Supra), it was observed that:-
19. The issue of whether the respondent had, or had not, defaulted in complying with the covenants of the Franchise Agreement with the petitioner, is an aspect which cannot engage the attention of the Court in proceedings under Section 9 of the 1996 Act.OMP (I) COMM NO.: 63/2025 and 66/2025 Page 43 of 49
20. A Division Bench of this Court has, recently, in DLF Ltd.
v. Leighton India Contractors Pvt. Ltd., clearly held that, while exercising its jurisdiction under Section 9, the Court should forbear from entering into the merits of the disputes between the parties or interpreting the covenants of the contracts between them....
66. It is vehemently contended by Ld. Counsel for Lemon Tree that Section 14 of SRA is not a bar to enforcement of a negative covenant. The argument that negative covenant can still be enforced even if the affirmative obligations cannot be enforced, holds no water as it has already been observed in the preceding paragraph that the obligations under Clause 5.25 are essentially pre- termination obligations and if the same is allowed to be enforced now, it would effectively amount to enforcing a clause in an agreement which is no longer existing. By way of enforcement of negative covenant, Lemon Tree cannot be granted specific performance of an already terminated contract.
67. In Indian Charge Chrome Ltd. (Supra) case, cited by Ld. Counsel for Lemon Tree, interim order already in force was sought to be continued since the dispute between the parties was subject matter of the arbitration. This case was mainly on the point that if the court cannot compel specific performance, it can nevertheless grant injunction to perform a negative covenant. It is also to be noted that in the said case, there was no right vested with either party to terminate the agreement which was for a fixed period of 5 years and the agreement showed that there was strong presumption that the agreement would not be terminated OMP (I) COMM NO.: 63/2025 and 66/2025 Page 44 of 49 by either of the parties for the defined period of 5 years.
68. However, in the present case though, term of contract is 10 years under Clause 3, but there is nothing that the parties could not have terminated the agreement before the expiry of 10 years.
69. On a conjoint reading of Clause 5.25, 5.27 and 5.28 with Clause 15.3, the contention of Lemon Tree cannot be accepted that irrespective of claims of SPAN Motels, SPAN Motels cannot be allowed to divert its business without payment of liquidated damages. Under Clause 16.3 though, there is an obligation on the franchisee to indemnify on account of breach of terms and conditions of the franchise agreement. However, again same is a matter which would fall under the Arbitral Tribunal`s jurisdiction and this Court cannot go into deciding whether there has been a breach or not.
70. Accordingly, it is decided that Lemon Tree is seeking enforcement of negative covenant under Clause 5.25 but the same is not permissible.
71. The third question is "Whether Lemon Tree is seeking the enforcement of specific performance of a determinable contract and is it allowed"?
72. Clause 14 of the Franchise Agreement clearly indicates that both the franchisor and the franchisee had a right to terminate the agreement. As per the settled position of law, if the contract or agreement is terminable OMP (I) COMM NO.: 63/2025 and 66/2025 Page 45 of 49 by the parties, it is a determinable contract. Section 14(d) of SRA prohibits specific enforcement of a determinable contract. Lemon Tree by seeking to enforce the obligations under clause 5.25 is in effect trying to enforce a pre- termination obligation which cannot be allowed once the agreement has been terminated. Also, in cases where the contract/agreement is determinable, by virtue of Section 14(d) read with 41(e) of SRA, the specific performance cannot be granted. If allowed, it would lead to restoration of a terminated contract which cannot be done under Section 9 as it only deals with maintaining the status quo.
73. In Chetan Iron (Supra), it was observed that: -
21. In my view, the injunction sought by the Appellant under section 17 of the Arbitration Act, 1996 for the contract which is determinable or is terminated even according to the appellant, such injunction is statutorily prohibited. In my view, at the interim stage, the arbitral tribunal while deciding petition under section 17 and the court deciding petition under section 9 of the Arbitration Act, 1996 cannot continue operation of such determinable contract or the same having been terminated otherwise it would amount to re-writing the contract. In my view the arbitral tribunal was thus right in refusing to grant injunction under section 17 of the Arbitration Act, 1996. Even otherwise, the arbitral tribunal has given a finding of fact after considering the facts, provisions of the agreement and the provisions of Specific Relief Act and thus no interference is warranted by this court with such finding of fact recorded by the arbitral tribunal at this stage."
74. In Yash Deep Builders(Supra), it was observed that:-
65. If the petitioner is aggrieved by the letter of termination of the contract and is advised to challenge the validity thereof the petitioner can always invoke the arbitration clause to claim damages, if any, suffered by the petitioner. It is not open to this Court to restore the contract under OMP (I) COMM NO.: 63/2025 and 66/2025 Page 46 of 49 Section 9 which is meant only for the sole purpose of preserving and maintaining the property in dispute and cannot be used to enforce the specific performance of a contract.
75. In National Highways Authority of India (Supra), it was observed that:-
96. In view of the settled law and for the reasons recorded above, I have no hesitation to hold that the Agreement in question is a determinable contract and thus, the specific performance of the Agreement cannot be enforced and by virtue of bar created by section 41(e) of SRA, no injunction can be granted by staying the termination notice as the same amounts to enforcement of the Agreement which already stood terminated. Even if the termination of the Agreement is found to be illegal, the only remedy available to the respondent is to seek compensation and damages and not specific performance of the Agreement.
76. Hence, the third question is answered in the affirmative that Lemon Tree is seeking enforcement of a determinable/terminated contract and that such an enforcement is not permissible.
77. The fourth question is "Whether the claim of SPAN Motels is barred by provision of Section 14(d) of SRA as it amounts to specific performance of determinable contract"?
78. Lemon Tree has claimed that if SPAN Motels is allowed to disassociate from the Lemon Tree mark, then it would amount to specific performance of the post- termination obligations, as provided under Clause 15.1. As has already been observed, Lemon Tree has itself in its pleadings and submissions accepted that the agreement is determinable. SPAN Motels has effectively terminated the agreement and now, seeks to disassociate from Lemon OMP (I) COMM NO.: 63/2025 and 66/2025 Page 47 of 49 Tree as per clause 15.1. SPAN Motels while seeking to enforce Clause 15.1 is seeking to enforce the post- termination obligations. The argument that the relief claimed by SPAN Motels is in the nature of final relief holds no ground as Clause 15.1 also clearly lays down that, the obligations therein are to be acted upon, irrespective of how the termination might have occasioned.
79. Accordingly, the fourth question is decided in the negative.
CONCLUSION
80. In the totality of the facts and circumstances of the case and in view of the foregoing discussions, the petition filed by Lemon Tree bearing OMP(I)COMM. 66/2025 is hereby dismissed and the petition filed by SPAN Motels under Section 9 OMP(I)COMM. 63/2025 is hereby allowed in the following terms: -
80.1 Lemon Tree, its representative, affiliates, authorised agents, servants, employees are hereby restrained from representing that hotel of the Petitioner/SPAN Motels i.e. "Span Inn and Suites" is franchisee hotel of the Respondent/Lemon Tree and are directed to immediately take down and remove all listings of the Petitioner/SPAN Motel's hotel property from their website and including authorised OTA platforms of Respondent/Lemon Tree, MakeMy Trip i.e. MMT, cleartrip.com, easemytrip.com, OMP (I) COMM NO.: 63/2025 and 66/2025 Page 48 of 49 goibibo and others.
80.2 Lemon Tree its representative, affiliates, authorised agents, servants, employees are further restrained from taking any reservations/bookings for the Petitioner's Hotel i.e. "Span Inn and Suites"
representing the same as franchisee hotel of the Respondent/Lemon Tree.
81. However, the prayer regarding direction to render the details and accounts of all bookings/reservations done by Lemon Tree/its representatives etc. in respect of SPAN Motels with effect from 01.04.2025 is declined as the same shall be subject matter of the arbitration proceedings.
82. Nothing stated herein shall tantamount to my expression on merits of the case to be adjudicated upon in the arbitration proceedings.
83. Accordingly, both the petitions are disposed of in these terms. No order as to costs.
84. File be consigned to record room, after due Digitally signed compliance.
BALWANT by BALWANT
RAI BANSAL
Announced in the open court RAI Date:
On 20th Day of August, 2025 BANSAL 2025.08.20
16:44:26 +0530
(Balwant Rai Bansal)
District Judge (Commercial Court)-02
Patiala House Courts, New Delhi
OMP (I) COMM NO.: 63/2025 and 66/2025 Page 49 of 49