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Showing contexts for: interior design in Magic Eye Developers Pvt Ltd. vs Green Edge Infra Pvt. Ltd & Ors. on 4 March, 2024Matching Fragments
"25. It is true that there are two agreements in each of the three appeals before us. One is the main agreement relating to construction of flats and arbitration clause 39 is general and does not refer to any named arbitrator. It is also true that there is a separate arbitration clause 5 in the Interior Design Agreement which gives the names of specific arbitrators. But it must be noticed that clause 39 permits reference to arbitration not only of issues arising under the main agreement but also those disputes or differences which are "connected" with disputes arising under the main agreement. The following words in the main agreement are important:
35. Chloro Controls (supra), also noticed the judgment of Olympus Superstructures (supra), as under:
"80. Reference can also be made to the judgment of this Court in Olympus Superstructures (P) Ltd. v. Meena Vijay Khetan, where the parties had entered into a purchase agreement for the purchase of flats. The main agreement contained the arbitration clause (Clause 39). The parties also entered into three different interior design agreements, which also contained arbitration clauses. The main agreement was terminated due to disputes about payment and non-grant of possession. These disputes were referred to arbitration. A sole arbitrator was appointed to make awards in this respect. Inter alia, the question was raised as to whether the disputes under the interior design agreements were subject to their independent arbitration clauses or whether one and the same reference was permissible under the main agreement. It was argued that the reference under Clause 39 of the main agreement could not permit the arbitrator to deal with the disputes relating to interior design agreements and the award was void. The Court, however, took the view that parties had entered into multiple agreements for a common object and the expression "other matters ... connected with" appearing in Clause 39 would permit such a reference.
81. The Court held as under: (Meena Vijay Khetan case, SCC pp. 667-68, para 30) "30. If there is a situation where there are disputes and differences in connection with the main agreement and also disputes in regard to 'other matters' 'connected' with the subject-matter of the main agreement then in such a situation, in our view, we are governed by the general arbitration Clause 39 of the main agreement under which disputes under the main agreement and disputes connected therewith can be referred to the same Arbitral Tribunal. This Clause 39 no doubt does not refer to any named arbitrators. So far as Clause 5 of the Interior Design Agreement is concerned, it refers to disputes and differences arising from that agreement which can be referred to named arbitrators and the said Clause 5, in our opinion, comes into play only in a situation where there are no disputes and differences in relation to the main agreement and the disputes and differences are solely confined to the Interior Design Agreement. That, in our view, is the true intention of the parties and that is the only way by which the general arbitration provision in Clause 39 of the main agreement and the arbitration provision for a named arbitrator contained in Clause 5 of the Interior Design Agreement can be harmonised or reconciled. Therefore, in a case like the present where the disputes and differences cover the main agreement as well as the Interior Design Agreement,--(that there are disputes arising under the main agreement and the Interior Design Agreement is not in dispute)--it is the general arbitration Clause 39 in the main agreement that governs because the questions arise also in regard to disputes relating to the overlapping items in the schedule to the main agreement and the Interior Design Agreement, as detailed earlier. There cannot be conflicting awards in regard to items which overlap in the two agreements. Such a situation was never contemplated by the parties. The intention of the parties when they incorporated Clause 39 in the main agreement and Clause 5 in the Interior Design Agreement was that the former clause was to apply to situations when there were disputes arising under both agreements and the latter was to apply to a situation where there were no disputes or differences arising under the main contract but the disputes and differences were confined only to the Interior Design Agreement. A case containing two agreements with arbitration clauses arose before this Court in Agarwal Engg. Co. v. Technoimpex Hungarian Machine Industries Foreign Trade Co. There were arbitration clauses in two contracts, one for sale of two machines to the appellant and the other appointing the appellant as sales representative. On the facts of the case, it was held that both the clauses operated separately and this conclusion was based on the specific clause in the sale contract that it was the 'sole repository' of the sale transaction of the two machines. Krishna Iyer, J. held that if that were so, then there was no jurisdiction for travelling beyond the sale contract. The language of the other agreement appointing the appellant as sales representative was prospective and related to a sales agency and 'later purchases', other than the purchases of these two machines. There was therefore no overlapping. The case before us and the above case exemplify contrary situations. In one case the disputes are connected and in the other they are distinct and not connected. Thus, in the present case, Clause 39 of the main agreement applies. Points 1 and 2 are decided accordingly in favour of the respondents."