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11.6 On the access road: the Claimant relied on e-mails, conduct an oral testimony to contend there was an assurance. The SKF, on the other hand, highlighted e- mails up to May 2009 showing only requests and negotiations with adjoining owners, with no written commitment by SKF; and pointed out that the first allegation of delay due to lack of access road surfaces only in the Claimant's mail of 18.07.2009. On this material, the question is not whether some inference could be drawn in equity but whether the Arbitrator could, in law, import into the contract a new primary NEUTRAL CITATION C/FA/4652/2025 CAV JUDGMENT DATED: 06/04/2026 undefined obligation on the Applicant-SKF to create/provide an access road.

11.12 Turning to damages causation within this point:

once the access-road duty and Suzlon contingency are found extra-contractual, the chain by which breach was inferred against the Applicant breaks. The premise that the Claimant's failure to construct the factory was because the Applicant failed to provide an access road is not a finding the contract can sustain. Damages premised on that foundation cannot survive Section 34 scrutiny. This too is a facet of patent illegality.

59. As recorded in the arbitral award, the sale deed itself noted that the land had no direct approach to the claimant's factory land and a small piece of land admeasuring 162 sq meters was required to be taken on lease / sale. In none of the communications prior to the execution of the Business agreement, there was any so called promise or assurance given by the respondent about the approach road. Any reference to the communication dated 23.06.2008, at page '255' of the paper-book is neither here nor there. It was argued that admittedly the Business agreement does not make 13 Order dated 01.07.2024 passed in First Appeal No.1548 of 2021 14 Civil Application No.4513 of 2025 NEUTRAL CITATION C/FA/4652/2025 CAV JUDGMENT DATED: 06/04/2026 undefined any reference to "access road" or about the respondent's alleged obligation / promise / assurance to provide for the same. So far as the respondent's obligation under the Business agreement is concerned, it refers only to provide large size bearings (LSBs) to the claimant for coating and painting and does not refer to access road.

68. By placing the aforesaid documents from the record, it is submitted by the learned Senior Counsel for the respondent that even if the correspondences exchanged between the parties are taken into account, it is evident that the Business agreement was a well negotiated commercial agreement between the parties and the claimant themselves have never proposed to incorporate the requirement of providing of access road as part of obligation of the respondent in the Business agreement, despite being alive of the said issue at the time of signing of the Business agreement. It is, thus, evident that the parties had signed the Business agreement with open eyes with the clear understanding that the obligation to set up factory was entirely of the claimant and the respondent has no obligation towards the same. The NEUTRAL CITATION C/FA/4652/2025 CAV JUDGMENT DATED: 06/04/2026 undefined claimant cannot now turn around and submit that there was a promise on the part of the respondent. Any offer given by the respondent at any time after execution of the Business agreement cannot be incorporated in the agreement as obligation of the respondent. The discussion made about the feasibility of providing access road by the respondent, prior to the execution of the Business agreement, cannot be given undue importance, so as to hold that there was promise or even assurance by the respondent. Moreover, in absence of any promise, the question of failure on the part of the respondent would not arise.