GUJARAT COMPOSITE LIMITED versus A INFRASTRUCTURE LIMITED & ORS.

Citation: [2023] 5 S.C.R. 103 · Decided: 01-05-2023 · Supreme Court of India · Bench: DINESH MAHESHWARI · Disposal: Dismissed

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Judgment (excerpt)

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GUJARAT COMPOSITE LIMITED
v.
A INFRASTRUCTURE LIMITED & ORS.
(Civil Appeal No. 3259 of 2023)
MAY 01, 2023
[DINESH MAHESHWARI AND SUDHANSHU DHULIA, JJ.]
Arbitration and Conciliation Act, 1996 – s.8 – Arbitrability
of the dispute in question – Held: Except the principal licence
agreement, none of the other agreements contained any arbitration
clause, even if they related to the same property and also involved
the appellant and the respondent No.1 – Even if the original licence
agreement is said to be the genesis of the contractual relations of
the appellant and the respondent No.1, that does not ipso facto lead
to the availability of the arbitration agreement in relation to the
dispute in question emanating from the tripartite agreement and
which cannot be determined without reference to the said tripartite
agreement and without involving all the parties thereto – Thus, no
dispute resolution process, including arbitration, could be
undertaken in relation to the subject-matter of the suit without
reference to the terms of tripartite agreement and without involving
the bank-respondent No.2 – This is apart from the fact that the
other elements of dispute pertaining to the subsequent purchasers
too cannot be resolved in any forum without reference to the tripartite
agreement and its amended clause, which did not provide for
arbitration – Thus, there is no doubt about non-existence of
arbitration agreement in relation to the dispute in question –
Substantive reliefs claimed in the suits fall outside the arbitration
clause in the original licence agreement – Therefore, the view taken
by the Commercial Court and the High Court in declining the prayer
of the appellant for reference to arbitration u/s.8 cannot be faulted
– Arbitration and Conciliation (Amendment) Act, 2015.
Dismissing the appeals, the Court
HELD: 1.1 Except the principal agreement dated
07.04.2005, none of the other agreements contained any
arbitration clause, even if they related to the same property and
[2023] 5 S.C.R. 103
103
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SUPREME COURT REPORTS
[2023] 5 S.C.R.
also involved the appellant and the respondent No. 1. The later
transactions involved other parties too like the tripartite
agreement dated 06.07.2006 whereby the respondent No. 2 bank
sanctioned loan to the respondent No. 1 and then, supplemental
to the said tripartite agreement for dealing with the deposit of
title deeds. Similarly, the other deeds of conveyance dated
23.01.2015 involve the appellant and the other defendants. The
submissions made by the appellant with reference to the
amendment of Section 8 of the Act of 1996 and the later decisions
of this Court in interpretation of the amended Section 8 do not
inure to the benefit of the appellant. This is for the simple reason
that no such conjunction can be provided to the original licence
agreement dated 07.04.2005 and the tripartite agreement
involving the Bank dated 06.07.2006 and 23.01.2008, whereby
the arbitration clause could be held applicable to the tripartite
agreement too. This is apart from the fact that in the frame of the
suit and various other reliefs claimed, involving subsequent
purchasers too and the allegations of fraud, the dispute cannot
be said to be arbitrable at all. The present one cannot be said to
be a case involving any “doubt” about non-existence of arbitration
agreement in relation to the dispute in question. [Paras 17,
17.1][137-F-G; 138-A-C]
1.2 There being no doubt about non-existence of arbitration
agreement in relation to the entire subject-matter of the suit,
and when the substantive reliefs claimed in the suits fall outside
the arbitration clause in the original licence agreement, the view
taken by the High Court does not appear to be suffering from
any infirmity or against any principle laid down by this Court.
Even if by reference to remote pedigree, the original licence
agreement is said to be the genesis of the contractual relations
of the appellant and the respondent No. 1, that does not ipso
facto lead to the availability of the arbitration agreement in relation
to the dispute in question, which emanates from the tripartite
agreement and which cannot be determined without reference to
the said tripartite agreement and without involving all the parties
thereto. In other words, no dispute resolution process, including
arbitration, could be undertaken in relation to the subject-matter
of the suit without reference to the terms of tripartite agreement
and without inv

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