CHATTERJEE PETROCHEM CO. & ANR versus HALDIA PETROCHEMICALS LTD. & ORS.

Citation: [2013] 11 S.C.R. 1101 · Decided: 10-12-2013 · Supreme Court of India · Bench: G.S. SINGHVI · Disposal: Appeal(s) allowed

Judgment (excerpt)

[2013] 11 S.C.R. 1101 
CHATTERJEE PETROCHEM CO. & ANR 
v. 
HALDIA PETROCHEMICALS LTD~ & ORS. 
(Civil Appeal No. 10932 of 2013) 
DECEMBER 10, 2013 
[G.S. SINGHVI AND V. GOPALA GOWDA, JJ.] 
A 
B 
Arbitration - Arbitration clause - Validity - Suit seeking 
injunction against arbitration of disputes - Maintainability -
Appellant filed request for arbitration in the International 
C 
Chamber of Commerce (ICC), Paris in relation to an 
agreement of restructuring dated 12th January, 2002 by 
invoking arbitration clause contained in Clause 15 of the 
agreement dated 12th January, 2002 - Dispute as whether 
Clause 7.5 of the subsequent Agreement dated 8th March, 
D 
2002 invoking the exclusive jurisdiction of the courts of 
Calcutta nullified the scope of arbitration as mentioned in the 
agreement dated 12th January, 2002 -
Suit filed by 
respondents, seeking injunction against arbitration of disputes 
between the parties - Maintainability - Held: In view of the 
E 
clauses of the Principal Agreement dated 12th January 2002 
and subsequent Agreements dated 8th March 2002 and 30th 
July, 2004, read with section 5 of the A&C Act, it is clear that 
the Arbitration clause in the Principal Agreement continued 
to be valid in view of clause no. 6 of the Agreement dated 30th 
F 
July, 2004 and also by virtue of its mention in different parts 
of both the supplementary agreements dated 8th March, 2002 
and 30th July, 2004 - Appellant thus entitled to invoke the 
arbitration cfause. for settling their disputes - Since, the 
arbitration clause was valid, suit filed by respondent no. 1 for 
declaration and permanent injunction against arbitration of G 
disputes between the parties unsustainable and liable to be 
dismissed - Parties directed to resolve their disputes through 
arbitration as mentioned in clause 15 of the letter of 
1101 
H 
1102 
SUPREME COURT REPORTS 
[2013] 11 S.C.R. 
A Agreement dated 12th January, 2002 in accordance with the 
Rules of ICC - Rules of Arbitration of the International 
Chamber of Commerce - Arbitration and Conciliation Act, 
1996 - ss. 5, 16 and 45. 
8 
On 21st March, 2012, the appellant- CPMC filed a 
request for arbitration in the International Chamber of 
Commerce (ICC), Paris in relation to an agreement of 
restructuring entered into between CPMC, Government 
of West Bengal, West Bengal Industrial Development 
Corporation (WBIDC) and Haldia Petrochemical Limited 
C (HPL) on 12th January, 2002. As per the agreement, the 
Government of West Bengal was to cause WBIDC to 
transfer existing shareholding to CPMC to ensure that 
CPMC holds 51% of the total paid up capital of HPL. 
D 
Clause 15 of the agreement dated 12th January, 2002 
provided for reference of all disputes, in any way relating 
to the said Agreement or to the business of or affair of 
HPL to the Rules of the ICC, Paris. The appellant sought 
to invoke the said arbitration clause contained in the 
E agreement dated 12th January, 2002 and made a request 
for arbitration .. 
The respondent HPL, however, claimed that the 
Arbitration Agreement contained in clause 15 of the 
Agreement dated 12th January, 2002 was void and/ or 
F unenforceable and/or had become inoperative and/or 
incapable of being performed; and filed a suit before the 
High Court of judicature at Calcutta praying that the 
arbitration clause in the agreement be declared as void. 
G 
The following issues arose for consideration of this 
H 
Court in these proceedings: 
1. 
Can the Arbitration clause under clause 15 of 
the letter of Agreement dated 12th January, 
2002 be invoked by the appellants and 
CHATIERJEE PETROCHEM CO. v. HALDIA 
1103 
PETROCHEMICALS LTD. 
whether Clause 7.5 of the subsequent A 
Agreement dated 8th March, 2002 invoking the 
exclusive jurisdiction of the courts of Calcutta 
nullify the scope of arbitration as mentioned in 
the previous agreement dated 12th January, 
2002? 
B 
2. 
Is the suit, filed by the respondents, seeking 
injunction against arbitration of disputes 
between the parties sought for by the 
appellants as per Clause 15 of the agreement C 
dated 12th January, 2002 maintainable in law? 
Allowing the appeal, the Court 
HELD: 1.1. The submission made on behalf of the 
respondents that the transfer of shares to CPIL (the o 
Indian counterpart of CPMC) instead of CPMC 
substantially changed the legal rights and responsibilities 
of the parties as per agreement, resulting in novation of 
contract, is liable to be rejected. It is nowhere mentione

Excerpt shown. Read the full judgment & AI analysis in Lexace.