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Transaction between the parties, one of whom is a foreign national,the arbitration becomes an international commercial arbitration notwithstanding the fact that the individual, body corporate, or government of a foreign country referred to in Section 2(1)(f) carry on business in India through a business office in India – High Court had no jurisdiction to appoint an arbitrator

Law

SUPREME COURT OF INDIA
DIVISION BENCH
AMWAY INDIA ENTERPRISES PRIVATE LIMITED — Appellant
Vs.
RAVINDRANATH RAO SINDHIA AND ANOTHER — Respondent
( Before : R.F. Nariman and B.R. Gavai, JJ. )
Civil Appeal No. 810 of 2021 (Arising out of SLP(Civil) No. 15982 of 2020)
Decided on : 04-03-2021
Arbitration and Conciliation Act, 1996 – Sections 2(1)(f) and 11(6) – Appointment of
arbitrator – Jurisdiction – There is no international flavour to the transaction between
the parties has no legs to stand on – Indeed, an analysis of Section 2(1)(f) would show
that whatever be the transaction between the parties, if it happens to be entered into
between persons, at least one of whom is either a foreign national, or habitually resident
in, any country other than India; or by a body corporate which is incorporated in any
country other than India; or by the Government of a foreign country, the arbitration
becomes an international commercial arbitration notwithstanding the fact that the
individual, body corporate, or government of a foreign country referred to in Section
2(1)(f) carry on business in India through a business office in India – High Court had no
jurisdiction to appoint an arbitrator – Appeal allowed.
Cases Referred
Ashok Transport Agency v. Awadhesh Kumar, (1998) 5 SCC 567
L&T Ltd v. MMRDA, 2016 SCC OnLine Bom 13348
Larsen & Toubro Ltd. – SCOMI Engineering Bhd v. MMRDA, (2019) 2 SCC 271
TDM Infrastructure (P) Ltd. v. UE Development India (P)Ltd., (2008) 14 SCC 271
JUDGMENT
R.F. Nariman. J. – Leave granted.
2. This appeal arises out of a petition filed under Section 11(6) of the Arbitration and Conciliation
Act, 1996 [“Arbitration Act”] by the respondents in the Delhi High Court for appointment of a sole
arbitrator. The brief facts of the case are noted in the impugned order dated 03.12.2020 thus:
“2. The facts of the case, as noted from the petition are, in the year 1998, the petitioners were
appointed as Distributor for respondent for undertaking sale, distribution and marketing of its
products in India and were registered as Amway Business Owner (ABO)/ Amway Direct Seller
(ADS), in the name of the sole proprietorship ‘Sindhia Enterprises’ with ABO No. 141935.
According to the petitioners, they have set up a vast Line of Sponsorship in the respondent
Company, and nurtured and supported close to 1500 ADSs, who have now set up their own
networks, and are in the category of Silver/ Gold/ Platinum/ Sapphire/ Emerald. From 2015, the
renewal process for existing ADSs became automatic, each year, without payment of any fee.
The respondent issued a Code of Ethics and Rules of Conduct in 2015 to govern the terms of
the relationship between the respondent and the ADSs. The respondent also started promoting
registration of Preferred Customers (PCs) directly through the respondent’s website, as
customers of the concerned ADS.
3. On the requirement of the respondent, necessary documents were executed by the petitioners
including contract for distributorship, setting out the terms and conditions of the distributorship,
and to inter alia confirm the Code of Ethics and Rules of Conduct, Legal Entity Authorisation
Form (LEAF) etc. Since then, the contract of the petitioners has been renewed from time to
time. The petitioners recorded client volume/sales from their ABO account. The petitioners
have also received income on the sales generated by them for the months of January to March,
2019 by the respondent. However, in April, 2019, upon logging into the respondent’s website,
the petitioners noted that they could not access their ABO account, or view their LoS. They
could only access their account as a PC. Accordingly, between April, 2019 and December,
2019, the petitioners raised a query with their Major Accounts Manager, who informed them
that their account had been reclassified as a ‘PC account, since they have not complied with the
criteria of are corded re-sale related purchase in the last 12 months. The petitioners learnt that
this was a criteria in the fresh set of Terms and Conditions issued by the respondent in
December, 2016, which was mandatorily required to be accepted by all ADSs, by clicking on
the ‘By clicking here you agree to abide by the new Terms & Conditions’ button, immediately
upon logging in on the respondent’s website, to proceed further to their account.
According to the petitioner, this requirement was never communicated to the petitioners in the
past, nor was any notice of termination issued by the respondent. This criterion is also in
violation of the Direct Selling Guidelines dated September 09, 2016.
4. The petitioners made repeated requests to restore their ABO account. The petitioners
attempted to resolve the aforesaid disputes and differences amicably by mutual discussions with
the representatives of the respondent from April till December, 2019. However, the respondent
has failed to consider the petitioners’ request for restoration of their ADS account. On June 26,
2020, the petitioners referred the matter for redressal and review to Mr. Jon Sherk, Vice
President and Deputy General Counsel of Amway Global in January, 2020. The petitioners were
communicated about the rejection of their request for restoration of their ADS account on June
26, 2020. According to the petitioners, the respondent has now, with effect from July, 2020
notified a new Code of Ethics & Rules of Conduct wherein the respondent has now been given
benefit of a 2 year period for establishing sales, in accordance with the DSG, and carved a
provision for restoration of the ADS account. Accordingly, the petitioners caused issuance of
notice invoking arbitration dated July 28, 2020 to the respondent invoking the arbitration clause,
Clause 12 of the Terms and Conditions enclosed with the Amway Direct Seller Application
Form (Form-SA-88-ID), which is reproduced as under:
“12. Dispute Settlement. The parties shall endeavour to settle any dispute or difference arising
out of or in connection with the Direct Seller Contract through mutual discussions within 30
days of such dispute arising. The Direct Seller agrees that in the event it is not satisfied by any
decision of Amway, or in the event that any issue raised by the Direct Seller has remained
unresolved for a period of more than two months, and / or during the subsistence of this
agreement or upon or after its termination, any issue or dispute that the Direct Seller may have
regarding the interpretation or operation of the clauses of this arrangement or any issues arising
there from shall be referred to Grievance Redressal Committee set up by the company. Any
dispute, difference or claim remaining unresolved post reference to the Grievance Redressal
committee discussions shall be submitted to binding arbitration under the provisions of the
Indian Arbitration and Conciliation Act, 1996. The venue of such arbitration shall be at New
Delhi and the award of the Arbitrator shall be final and binding on all Parties. Subject to the
above, courts at New Delhi shall alone have jurisdiction in relation to the Direct Seller Contract
and matters connected here to.”

5. The respondent replied vide letter dated August 20, 2020 wherein the respondent
communicated that the name of the Arbitrator as recommended by the petitioners was not
acceptable by it and sought time to respond with the name of another Arbitrator. However, the
respondent has till the filing of the petition failed to issue any follow up reply further to its reply
dated August 20, 2020 even after expiry of 30 days’ time.”
3. The main plea taken by the learned counsel appearing on behalf of the appellant, Amway India
Enterprises Pvt. Ltd., in the Delhi High Court was that a petition before the High Court is not
maintainable as the dispute relates to an international commercial arbitration, being covered by
Section 2(1)(f)(i) of the Arbitration Act inasmuch as the respondents are husband and wife who are
both nationals of and habitually resident in the United States of America. This plea was turned down
by the impugned judgment stating:
“23. Even the judgment of the Supreme Court in the case of TDM Infrastructure (P) Ltd. v.
UE Development India (P)Ltd., (2008) 14 SCC 271 is not applicable in the facts of this case,
which have been noted above. Rather, the learned counsel for the petitioners is justified in
relying upon the judgment in the case of Larsen & Toubro Ltd. – SCOMI Engineering Bhd v.
MMRDA, (2019) 2 SCC 271, wherein the Supreme Court was concerned with a consortium
consisting of an Indian company and a foreign company and the Court took note of the fact that
the office of an unincorporated entity, i.e. the consortium, being in Mumbai, as one of the
factors for arriving at the conclusion that the arbitration proceedings would not be international
commercial arbitration. No doubt a sole proprietorship has no separate legal identity but in the
case in hand, two individuals, husband and wife, by joining together as a proprietorship have
taken a single Distributorship. The Code of Ethics and Rules of Conduct issued by the
respondent under Clause 3.17.1 contemplates and recognises that a husband and wife shall
operate their Distributorship as single entity. The proprietorship is an association or body of
individuals with central management in India.
24. The plea of Ms. Kumar that the petitioners being individuals and habitual residents of USA,
the case shall be covered by Section 2 (1) (f) (i) of the Act of 1996 is not appealing in view of
my conclusion in the above paragraph.”
4. It was held that since the central management and control of this association or body of individuals
is exercised only in India under Section 2(1)(f)(iii), the dispute is not an international commercial
arbitration, as a result of which the High Court has jurisdiction under Section 11(6) to appoint an
arbitrator. Justice Brijesh Sethi, a retired Judge of the Delhi High Court was, therefore, appointed as
sole arbitrator.
5. Shri Parag Tripathi, learned Senior Advocate appearing on behalf of the appellant, has argued that
his predecessor’s plea in the High Court was incorrectly turned down in that this case is really
governed by Section 2(1) (f)(i) and not by Section 2(1)(f)(iii). Once it is found that a party to an
arbitration agreement is an individual who is a national of, or habitually resident in, any country
other than India, it is not necessary to go to any other sub-clauses of Section 2(1)(f), and as it is clear
that the respondents, who applied to the High Court under Section 11(6), are individuals who are
nationals of and habitually resident in the USA, would fall under Section 2(1)(f)(i), the High Court
would have no jurisdiction, such petition having to be filed only under Section 11(6) read with
Section 11(9) to the Supreme Court.
6. Ms. Manmeet Arora, learned counsel appearing on behalf of the respondents, has supported the
judgment under appeal, and has referred to various documents which, according to her, make it clear
that the respondents, husband and wife, would have to be pigeonholed under “association or body of
individuals” under Section 2(1)(f)(iii) and not under Section 2(1)(f)(i).

7. The question lies in a very narrow compass. As rightly contended by Ms. Arora, the documentary
evidence in this case would be decisive of whether the requirements of sub-clause (i) to Section 2(1)
(f) have been met, in which case it is unnecessary to go to sub-clause (iii), as under Section 2(1)(f),
“at least one of the parties” must fall under sub-clauses (i) to (iv) of Section 2(1)(f).
8. In a document entitled “Code of Ethics of Amway Direct Sellers”, under “Rules of Conduct”, it is
stipulated as follows:
“2.1.17 Legal Entity Authorisation Form” (LEAF) means the document that must, in
addition to the Direct Seller Contract, be completed by a Direct Seller required to or electing to
operate an Amway Business in the name of an applicable legal entity.”
xxx xxx xxx
“3.1 Application and Starter Guide: In order to be considered for an Amway distributorship,
an individual(s) must, in his/her/their own name(s) or on behalf of a legal entity, submit a
signed, completed Direct Seller Application(in Form SA-88-ID), together with all required
supporting documentation.
A distributorship may be taken up in individual capacity or as a sole proprietorship concern,
partnership firm or company. Amway reserves the right to require that Applicants having NonResident Indian (NRI), Person of Indian Origin (PIO) or Overseas Citizen of India (OCI) status
operate distributorships via certain types of legal entities.”
xxx xxx xxx
“3.14 Legal Entity Distributorships: A Direct Seller may own and operate his or her
Distributorship as a sole proprietary concern or registered partnership firm or limited liability
company (LLC), provided it complies with certain requirements and conditions. …”
xxx xxx xxx
“3.14.5 The sole business of the legal entity must be the operation of an Amway
Distributorship. No other business may be conducted by such an entity.”
xxx xxx xxx
“3.17 Husband and Wife Distributorships: If both husband and wife wish to become Direct
Sellers, they must be sponsored together for a single Distributorship. Husbands and wives may
not be sponsored in different Lines of Sponsorship. Husbands and wives may not sponsor each
other. If one spouse is already a Direct Seller, the other spouse, upon electing to become a
Direct Seller, must join the same Distributorship as his or her spouse.
3.17.1 A husband and wife shall operate their Distributorship as a single entity. Therefore, each
is held accountable for the actions of the other so far as the Rules of Conduct are concerned
regardless of whether a husband or wife is active in the distributorship or not.”
xxx xxx xxx
“4.13 Franchises and Territories: No Direct Seller shall represent to anyone that there are
exclusive franchises or territories available under the Amway Sales and Marketing Plan.
No Direct Seller shall represent that he or she, or anyone else has the authority to grant, sell,
assign, or transfer such franchises or to assign or designate territories. No Direct Seller or
Sponsor may state or imply that he or she has a given territory, nor that any other Direct Seller
is operating outside his territory.

Amway Direct Sellers have no territorial limits. They can operate anywhere within India.”
xxx xxx xxx
“4.16 Exporting Amway Products: Amway Direct Sellers must sell Amway products and/or
sponsor prospective Amway Direct Sellers within India only. No Direct Seller may export, or
knowingly sell to others who exports, Amway Products from India, or from any other country in
which Amway has established operations, into any country regardless of whether or not Amway
is doing business in that country.
For important legal reasons, including trade names and trademark protections; local laws on
product registration, packaging, labelling ingredient content and formulation, product liability;
customs and tax laws; and literature content or language requirements. Amway must limit the
resale of Amway Products by Direct Sellers to only other Direct Sellers or retail customers
located within country in which the Direct Seller legitimately buys the Amway Products and is
authorised to do business. The term “products” includes, without limitation, all literature, sales
aids, and any other items obtained by a Direct Seller from Amway or from his sponsor or
Platinum.
4.16.1 Exporting Rule: Personal Use
Globally, Amway’s Rules and Commercial Principles include prohibitions on exporting and
importing Amway products from one market to another. Amway Direct Sellers may, however,
take Amway products across borders for personal use, with the following limitations:
The Amway Direct Seller is visiting another country and personally places the product order in
that country.
The Amway Direct Seller physically picks up/receives the products in one country and
personally carries the products to another country. There may be no couriers, shipping
companies, or freight forwarders involved.
If the Amway Direct Seller has a Multiple Business in the country visited, the order cannot be
placed as a customer order for an overseas customer.
The products are for the Amway Direct Sellers personal use only.
The products may not be resold, distributed, or given away under any circumstances.
The products ordered must not be available in the Amway Direct Seller’s home market.
Durables (e.g. water treatment systems, air treatment systems) may not be carried from one
market to another under any circumstances.
The Amway Direct Seller order must not be for more than a reasonable amount of product:
under 300 USD annually.
The personal use exclusion may not be used as a business-building strategy.”
9. In what is referred to as the “Legal Entity Authorisation Form”, what was filled up was “Legal
Entity Authorisation Form: Sole Proprietor”. The said form which was filled in by the respondents
reads as follows:
“LEGAL ENTITY AUTHORISATION FORM:
SOLE PROPRIETORSHIP
Where an Amway Independent Business (“Amway Business”) will be operated in India via a
Sole Proprietorship (the “Entity”) held by a Resident Indian, Non-Resident Indian (“NRI”),
Person of Indian Origin (“PIO”) or Overseas Citizen of India (“OCI”), the Sole Proprietorship
must, through the sole proprietor (the “Sole Proprietor”), complete this Legal Entity
Authorisation Form for Amway Business Owners (the “Entity Agreement”) and submit it to
Amway India Enterprises Pvt. Ltd. (“AIE”). The Sole Proprietor must agree to remain and
ensure that the Entity remains in full compliance with the Rules of Conduct for Amway
Business Owners. This Entity Agreement shall become effective if and when AIE signs the
completed form. This Entity Agreement incorporated into and forms an integral part of the
Amway Distributor Agreement, which includes any and all documents incorporated therein (the
“ABO Contract”). In the event of any conflict, the terms and conditions of this Entity
Agreement shall prevail.
xxx xxx xxx
” 5. The Sole Proprietor agrees that:
A. The sole purpose of the Entity is to own and operate the Amway Business identified above,
unless AIE expressly allows the Entity to own and operate more than one Amway business.
Neither the Entity nor the Sole Proprietor will own or operate any other business or business
interest.
xxx xxx xxx
C. Any NRI, PIO or OCl investment in the Entity, if and as applicable, has been made on a nonrepatriatable basis in accordance with applicable foreign exchange laws of India.
xxx xxx xxx
G. The Entity shall, in accordance with the laws of India and for all matters connected to the
Amway Business, exclusively use a duly authorised Indian rupee bank account which, if
applicable, operates on a non-repatriatable basis.
H. The Sole Proprietor shall be responsible for his or her, and the Entity’s, compliance with the
Amway Rules of Conduct and the applicable laws with respect to the operation of the Amway
Business by the Entity, including foreign exchange laws. Any violation of the aforesaid entitles
AIE to terminate the ABO Contract and the Entity Agreement.
xxx xxx xxx”
10. Under “authorised signature”, the entity’s name was filled in as Sindhia Enterprises and the
proprietor was filled in as Ravindranath Rao Sindhia (respondent no. 1 herein). This was done
pursuant to an application again filed in a printed form, given by the appellant to the respondents,
which reads as follows:
11. A reading of the application form as filled in, together with the Code of Ethics, would show that a
distributorship may be taken up either in individual capacity, a sole proprietorship concern,
partnership firm, or company. When it comes to a husband and wife’s distributorship, they are
entitled not to two, but to a single distributorship, it being made clear under clause 3.17 of the Code
of Ethics that they are to operate only as a single entity. The form that was filled in made it clear that
the respondents applied to become a distributor as a sole proprietorship, it being made clear that the
husband, Ravindranath Rao Sindhia, was the sole proprietor / “primary applicant”, the wife,
Indumathi Sindhia, being a “co-applicant”.
12. However, Ms. Arora argued, from a reading of the Code of Ethics and correspondence between
the parties, that there was no international flavour whatsoever to the transaction as the business that
is to be conducted can be conducted only in India, an exception being made only for personal use
under clause 4.16.1. Most importantly, the address of the so-called sole proprietorship in all the
correspondence between the parties was the address of the Bangalore office of the sole
proprietorship.
13. Ms. Arora also strongly relied upon the judgment of this Court in Larsen & Toubro Ltd.-
SCOMI Engineering Bhd v. MMRDA, (2019) 2 SCC 271. This Court was concerned with an
agreement between the MMRDA, an Indian company, and a consortium of Larsen and Toubro, an
Indian company together with Scomi Engineering Bhd, a Malaysian company. The argument that
was pressed in the appeal before this Court was that since a Malaysian company was involved, it
would be a body corporate which is incorporated in a country other than India, which would attract
the provisions of Section 2(1)(f)(ii) of the Arbitration Act. This Court repelled the aforesaid
argument, stating:
“9. Under the general conditions of contract, the “contractor”, in Clause 1.1.2.3 is defined as
meaning an individual, firm, company, corporation, joint venture or Consortium, whether
incorporated or not. “Bidder” is also defined under Clause 1.1.2.10 as meaning an individual,
firm, company, corporation, joint venture or Consortium which could submit a bid. What is
important to notice is that the contract was signed by the employer viz. MMRDA and by the
contractor under the head sub-clauses (A) and (B) in which L&T India signed as ‘A and Scomi
Engineering Bhd has signed as ‘B’. When we come to the consortium agreement that is entered
into between the Indian company and the Malaysian company as aforestated, we find in the
definition clause that “Consortium” shall mean L&T and Scomi Engineering Bhd, acting in
collaboration, for the purpose of this agreement and shall be called “the L&T-SEB” Consortium
“unincorporated”. The contract is defined in Sub-Clause 6 as meaning, “the contract to be
entered by the Consortium with the employer for the execution of the Project”. Under SubClause 7, “the lead Member of the Consortium” or “Consortium Leader” shall mean L&T, that
is, the Indian Company. Under Sub-Clause 8, the “Supervisory Board” (hereinafter referred to
as “the SB”) shall mean a Board constituted under Clause 11 of the GCC. When we come to
Clause 11.2, it is clear that the Members of this Supervisory Board will consist of four
members, two appointed by each Member. One of the Members nominated by the Consortium
leader and agreed to by all members shall then act as the Chairman of the Supervisory Board,
which is, by Clause 11.5, to decide on various matters relating to the execution of the contract.
Clause 21.1(g) provides that the Consortium leader shall lead all arbitration proceedings.
xxx xxx xxx
11. It is important, at this juncture, to refer to an order made by the High Court of Bombay
dated 20-10-2016 [L&T Ltd. v. MMRDA, 2016 SCC OnLine Bom 13348] which, as has been
stated earlier, arises between the self-same parties, under the same contract. An interim award
made by the arbitrators qua different claims arising under the same contract had made it clear
that the claim could be filed only in the name of the Consortium and not separately, as was
contended by Shri Jain’s client. The preliminary issue framed on this count was “whether the
claimants are entitled to file this claim as Claimant 1 and Claimant 2 or only as the Consortium
of L&T and Scomi Engineering Bhd?” The High Court of Bombay agreed with the interim
award of the arbitrators, and held as follows: [L&T Ltd. case [L&T Ltd. v. MMRDA, 2016
SCC OnLine Bom 13348] , SCC OnLine Bom para 10)
“10. Considering the terms and conditions of the contract as well as the decision cited by Mr.
Ankhad, in my opinion, in the facts and circumstances of the present case, it is not open for the
petitioners to rely upon their independent identities while dealing with the respondent and that
they will have to deal with the respondent as a Consortium only. Therefore, there is no infirmity
in the impugned order. For the same reason the present petition as filed would also not been
maintainable. Hence, the same is dismissed.”

12. Shri Gopal Jain did not dispute the fact that this judgment was final inter-partes as no appeal
has been preferred. Therefore, to stress the fact that it pertains only to “this claim” and would
therefore, not apply to a different set of claims under the arbitration clause is not an argument
that appeals to us.
13. It is clear, as has been held by the judgment [L&T Ltd v. MMRDA, 2016 SCC OnLine
Bom 13348] of the High Court of Bombay, and which is binding inter-partes, that it is not open
for the petitioner to rely upon their status as independent entities while dealing with the
respondent and they will have to deal with the respondent as a Consortium only.
14. This being the case, it is clear that the unincorporated “association” referred to in Section
2{l){f){iii) would be attracted on the facts of this case and not Section 2(l)(f)(ii) as the
Malaysian body cannot be referred to as an independent entity following the judgment [L&T
Ltd. v. MMRDA, 2016 SCC OnLine Bom 13348] of the High Court of Bombay.
xxx xxx xxx
18. This being the case, coupled with the fact, as correctly argued by Shri Divan, that the Indian
company is the lead partner, and that the Supervisory Board constituted under the consortium
agreement makes it clear that the lead partner really has the determining voice in that it appoints
the Chairman of the said Board (undoubtedly, with the consent of other members); and the fact
that the Consortium’s office is in Wadala, Mumbai as also that the lead member shall lead the
arbitration proceedings, would all point to the fact that the central management and control of
this Consortium appears to be exercised in India and not in any foreign nation.”
14. This case is distinguishable on facts, inasmuch as a final judgment between the parties made it
clear that it would not be open for the consortium to rely upon their status as independent entities
while dealing with MMRDA. This being the case, the consortium was held to be an association of
persons falling under Section 2(1)(f)(iii), and that since the lead member is to lead arbitral
proceedings, the central management and control of the consortium being exercised by Larsen and
Toubro in India, it was held that Section 2(1)(f)(iii) would not be attracted on the facts of that case.
15. By way of contrast, we have seen how the respondents have themselves applied to become
distributors of Amway products in India as a sole proprietorship concern under the relevant forms
issued by the appellant, read with the Code of Ethics referred to hereinabove. In Ashok Transport
Agency v. Awadhesh Kumar, (1998) 5 SCC 567, this Court has clearly held that a sole proprietary
concern is equated with the proprietor of the business as follows:
“6. A partnership firm differs from a proprietary concern owned by an individual. A partnership
is governed by the provisions of the Indian Partnership Act, 1932. Though a partnership is not a
juristic person but Order XXX Rule 1 CPC enables the partners of a partnership firm to sue or
to be sued in the name of the firm. A proprietary concern is only the business name in which the
proprietor of the business carries on the business. A suit by or against a proprietary concern is
by or against the proprietor of the business. In the event of the death of the proprietor of a
proprietary concern, it is the legal representatives of the proprietor who alone can sue or be sued
in respect of the dealings of the proprietary business. The provisions of Rule 10 of Order XXX
which make applicable the provisions of Order XXX to a proprietary concern, enable the
proprietor of a proprietary business to be sued in the business names of his proprietary concern.
The real party who is being sued is the proprietor of the said business. The said provision does
not have the effect of converting the proprietary business into a partnership firm. The provisions
of Rule 4 of Order XXX have no application to such a suit as by virtue of Order XXX Rule 10
the other provisions of Order XXX are applicable to a suit against the proprietor of proprietary
business “insofar as the nature of such case permits”. This means that only those provisions of
Order XXX can be made applicable to proprietary concern which can be so made applicable
keeping in view the nature of the case.
7. In the present case A.C. Basu, Proprietor of Ashok Transport Agency, had died before the
date of the institution of the suit and on the date of the institution of the suit, the proprietary
concern was not in existence. Only the legal representatives of A.C. Basu could be sued with
regard to any cause of action arising against A.C. Basu in connection with the proprietary
business. We find it difficult to understand how the provisions of Rule 4 Order XXX CPC,
could be extended to such a case.”
16. In this view of the matter, the argument that there is no international flavour to the transaction
between the parties has no legs to stand on. Indeed, an analysis of Section 2(1)(f) would show that
whatever be the transaction between the parties, if it happens to be entered into between persons, at
least one of whom is either a foreign national, or habitually resident in, any country other than India;
or by a body corporate which is incorporated in any country other than India; or by the Government
of a foreign country, the arbitration becomes an international commercial arbitration notwithstanding
the fact that the individual, body corporate, or government of a foreign country referred to in Section
2(1)(f) carry on business in India through a business office in India. This being the case, it is clear
that the Delhi High Court had no jurisdiction to appoint an arbitrator in the facts of this case.
17. Ms. Arora made an impassioned plea to this Court to use its power under Article 142 of the
Constitution to straightaway appoint an arbitrator, now that the matter is before this Court. We are
afraid we cannot countenance such a suggestion as the respondents would have to now follow the
drill of Section 11(6) read with Section 11(9) of the Arbitration Act.
18. The appeal is allowed, and the judgment under appeal is set aside.

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Arbitration and Conciliation Act, 1996 – Sections 34 and 37 – Arbitral award – Construction of the terms of a contract is primarily for an arbitrator to decide, unless the arbitrator construes a contract in a manner which no fair minded or reasonable person would take i.e. if the view taken by the arbitrator is not even a possible view to take.

Law

Arbitration Award

SUPREME COURT OF INDIA

FULL BENCH

PATEL ENGINEERING LTD. — Appellant

Vs.

NORTH EASTERN ELECTRIC POWER CORPORATION LTD. (NEEPCO) — Respondent

( Before : R. Banumathi, Indu Malhotra and Aniruddha Bose, JJ. )

Special Leave Petition (C) NOS. 3584-85 of 2020 (Arising out of SLP(C) D. No. 577 of 2020) with Special Leave Petition (C) Nos. 3438-3439 of 2020 (Arising Out of SLP(C) D No. 593 of 2020) and Special Leave Petition (C) Nos. 3434-3435 of 2020 (Arising Out of SLP(C) D. No.595 of 2020)

Decided on : 22-05-2020

Arbitration and Conciliation Act, 1996 – Sections 34 and 37 – Arbitral award – Construction of the terms of a contract is primarily for an arbitrator to decide, unless the arbitrator construes a contract in a manner which no fair minded or reasonable person would take i.e. if the view taken by the arbitrator is not even a possible view to take. (Para 21)

Arbitration and Conciliation Act, 1996 – Section 37 – Arbitral award – – No reasonable person could have arrived at a different conclusion and that the awards passed by the arbitrator suffer from the vice of irrationality and perversity. (Para 27)

Counsel for Appearing Parties

Mr. Harish Salve Advocate, Mr. Neeraj Kishan Kaul Advocate, Mr. Ashis Bhan Advocate, Mr. Syed Jafar Alam Advocate, Mr. Ketan Gaur Advocate, Mr. Mohit Rohatgi Advocate, Mr. Rajendra Dangwal Advocate, Mr. Aayush Mitruka Advocate, Mr. Deepak Joshi Advocate for the Appellant; Mr. Tushar Mehta Advocate, Mr. Karan Lahiri Advocate, Mr. Raghav Shanker Advocate, Ms. Liz Mathew Advocate for the Respondent.

Cases Referred

  • A.P. vs. A.P. Jaiswal (2001) 1 SCC 748
  • Associate Builders vs. Delhi Development Authority (2015) 3 SCC 49
  • Board of Control for Cricket in India vs. Kochi Cricket Private Limited and Others (2018) 6 SCC 287
  • Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696
  • Durga Shankar Mehta vs. Thakur Raghuraj Singh and Others (1955) 1 SCR 267
  • HRD Corporation (Marcus Oil and Chemical Division) v. GAIL (India) Limted (2018) 12 SCC 471
  • Oil & Natural Gas Corporation Ltd. vs. Saw Pipes Ltd. (2003) 5 SCC 705
  • Oil & Natural Gas Corporation Ltd. vs. Western Geco International Limited (2014) 9 SCC 263
  • ONGC vs. Saw Pipes Ltd. (2003) 5 SCC 705.
  • Sandhya Educational Society vs. Union of India (2014) 7 SCC 701
  • Shanker Motiram Nale Shiolalsing Gannusing Rajput (1994) 2 SCC 753
  • Ssangyong Engineering and Construction Company Limited v. National Highways Authority of India (NHAI) (2019) 15 SCC 131
  • Thungabhadra Industries Ltd. vs. Government of Andhra Pradesh Represented by the Deputy Commissioner of Commercial Taxes, Anantapur (1964) 5 SCR 174
  • Vinod Kapoor vs. State of Goa (2012) 12 SCC 378

ORDER

1. These special leave petitions arise out of the impugned order dated 10.10.2019 passed by the High Court of Meghalaya at Shillong in and by which the High Court declined to entertain the review petitions filed by the petitioner seeking review of the judgment and order dated 26.02.2019 in Arbitration Appeal Nos.3, 4 and 5 of 2018 on the ground that no ground for review is made out and that there is a delay in filing the application for review.

2. We have heard Mr. Harish Salve and Mr. Neeraj Kishan Kaul, learned Senior counsel appearing on behalf of the petitioner. On behalf of the respondent, we have heard Mr. Tushar Mehta, learned Solicitor General and Mr. Huzeffa Ahmadi, learned Senior counsel at some length, even at the time of the admission.

3. The learned sole arbitrator has passed the arbitral award dated 29.03.2016 in respect of Package-I holding as follows:-

 

“Based on my findings above, I have no hesitation in coming to the considered finding that the contract itself provides rate(s) for payment of extra lead in item Nos.2.7 and 3.4 of the BOO for surface and underground structures respectively. Admittedly material had been transported from a lead much longer than that envisaged at the time of award of work in favour of the claimant. It is also an admitted case of the parties that the claimant is entitled to extra payment for the extra lead. The only point at issue is whether Clause 33(ii)(a) or Clause 33(iii) would be applicable for working out the rate payable for transportation. In view of my findings, I have no hesitation in holding that the payment of extra lead is to be determined in accordance with Clause 33(ii)(a) for the item which has deviated being already available in the contract.

I, therefore, answer the reference as follows:

The rate for extra lead for transportation of sand and boulders from Government approved quarries to the work site for package-I works under KaHEP shall be decided in terms of Clause 33(ii)(a) of Part-III, Volume-I, Conditions of Contract of Book-II of Contract Agreement No.NEEPCO/ED/QP/C&P/R/C/KaHEP/560 of 2004-05 dated 17.12.2004.”

 

Similar Declaratory Arbitral Awards dated 29.03.2016 were passed by the learned sole arbitrator in respect of the other two Arbitral References in respect of contracts pertaining to Package-I I and Package-III of the project.

4. Respondent-North Eastern Electric Power Corporation Ltd. (NEEPCO) filed three applications under Section 34 of the Arbitration and Conciliation Act, 1996 before the Additional Deputy Commissioner (Judicial), Shillong challenging the three arbitral awards dated 29.03.2016 in respect of Packages-I, II and III. The Additional Deputy Commissioner (Judicial) vide common judgment dated 27.04.2018 rejected the applications under Section 34 of the Act and upheld all the three arbitral awards. The respondent NEEPCO filed three appeals under Section 37 of the Act before the High Court in Arbitration Appeal No(s).3, 4 and 5 of 2018. By the common judgment dated 26.02.2019, the High Court allowed the respondents appeals and set aside the common judgment dated 27.04.2018 passed by the Additional Deputy Commissioner (Judicial).

5. Aggrieved by the common judgment dated 26.02.2019, the petitioner preferred special leave petitions before the Supreme Court in SLP (C) Nos. 13629-13631 of 2019. After hearing both the parties, the Supreme Court vide order dated 19.07.2019 dismissed all the three SLPs filed by the petitioner holding that the Court is not inclined to interfere in the matters.

6. After dismissal of the SLPs, the petitioner filed review petitions before the High Court on the ground that the judgment of the High Court dated 26.02.2019 suffers from error apparent on the face of the record as it had not taken into consideration the amendments made to Arbitration and Conciliation Act, 1996 by Amendment Act of 2015. The said review petitions came to be dismissed by the High Court vide the impugned orders.

7. We heard the matter at some length at the time of admission and carefully considered the submissions of the learned counsel appearing for the parties and the judgments relied upon by both the sides and the judgment of the High Court dated 26.02.2019 and other materials on record.

8. Contention of the learned Senior counsel for the petitioner is that dismissal of the earlier SLP vide order dated 19.07.2019 is a non-speaking order and not on merits and hence no objection could be taken for filing of the review petition. Placing reliance upon Bussa Overseas[1] and Constitution Bench decisions in Durga Shankar Mehta[2], it was submitted that Article 136 of the Constitution confers on the Supreme Court special or residuary powers which are exercisable outside the purview of the ordinary laws in cases where the needs of justice demand interference by the Supreme Court. It was submitted that in paragraph (30) of Bussa Overseas[3], the Supreme Court held that though the decision in Shanker Motiram Nale[4] referred to Order 47 Rule 7 of the Code of Civil Procedure bars an appeal against the order of the court rejecting the review, it is not to be understood that the court has curtailed the plenary jurisdiction under Article 136 of the Constitution by taking recourse to the provisions in the Code of Civil Procedure.

 

[1] Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696

[2] Durga Shankar Mehta vs. Thakur Raghuraj Singh and Others (1955) 1 SCR 267

[3] Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696

[4] Shanker Motiram Nale vs. Shiolalsing Gannusing Rajput (1994) 2 SCC 753

 

9. Mr. Tushar Mehta, learned Solicitor General also relied upon Bussa Overseas[5] and contended that the appeal is not maintainable against the order rejecting the application for review of judgment and such appeal is not against the main judgment. In support of his contention, learned Solicitor General has placed reliance upon paragraph (22), which reads as under:-

 

“22. Recently in Sandhya Educational Society vs. Union of India (2014) 7 SCC 701, the Court referred to the decision in Vinod Kapoor vs. State of Goa (2012) 12 SCC 378 and opined thus: (SCC p. 706, para 16)

“16. This Court in Vinod Kapoor vs. State of Goa (2012) 12 SCC 378, has categorically observed that once the special leave petition is dismissed as withdrawn without obtaining appropriate permission to file a special leave petition once over again after exhausting the remedy of review petition before the High Court, the same is not maintainable.”

[5] Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696

 

10. After considering the Constitution Bench decision in Durga Shankar Mehta[6] and number of other judgments, in Bussa Overseas[7], the Court held that consistency is the cornerstone of the administration of justice and courts have evolved and formulated a principle that if the basic judgment is not assailed and the challenge is only to the order passed in review, the Supreme Court is obliged not to entertain such special leave petitions. In paragraphs (30) and (31) of Bussa Overseas[8], the Supreme Court held as under:-

 

“30. The decisions pertaining to maintainability of special leave petition or for that matter appeal have to be seemly understood. Though in the decision in Shanker Motiram Nale Shiolalsing Gannusing Rajput (1994) 2 SCC 753, the two-Judge Bench referred to Order 47 Rule 7 of the Code of Civil Procedure that bars an appeal against the order of the court rejecting the review, it is not to be understood that the Court has curtailed the plenary jurisdiction under Article 136 of the Constitution by taking recourse to the provisions in the Code of Civil Procedure. It has to be understood that the Court has evolved and formulated a principle that if the basic judgment is not assailed and the challenge is only to the order passed in review, this Court is obliged not to entertain such special leave petition. The said principle has gained the authoritative status and has been treated as a precedential principle for more than two decades and we are disposed to think that there is hardly any necessity not to be guided by the said precedent.

31. In this context, we may profitably reproduce a passage from State of A.P. vs. A.P. Jaiswal (2001) 1 SCC 748, wherein a three-Judge Bench has observed thus: (SCC p. 761, para 24) “24. Consistency is the cornerstone of the administration of justice. It is consistency which creates confidence in the system and this consistency can never be achieved without respect to the rule of finality. It is with a view to achieve consistency in judicial pronouncements, the courts have evolved the rule of precedents, principle of stare decisis, etc. These rules and principle are based on public policy….” (emphasis supplied)

[6] Durga Shankar Mehta vs. Thakur Raghuraj Singh and Others (1955) 1 SCR 267

[7] Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696

[8] Bussa Overseas and Properties Private Limited and Another vs. Union of India and Another (2016) 4 SCC 696

 

The Supreme Court held that the decision rendered in Thungabhadra Industries Ltd.[9] is not correct.

 

[9] Thungabhadra Industries Ltd. vs. Government of Andhra Pradesh Represented by the Deputy Commissioner of Commercial Taxes, Anantapur (1964) 5 SCR 174

 

11. It was submitted by the learned Solicitor General and learned Senior counsel appearing on behalf of the respondent that the earlier SLP was heard at length and thereafter, the SLP came to be dismissed as there was no ground to interfere in the matters. After dismissal of the SLP and without seeking for liberty, the petitioner thereafter filed the review petition.

12. In our considered view, it is not necessary to go into the question of maintainability of these SLPs preferred against the order rejecting the review, after the challenge to the main judgment had been rejected in the earlier SLPs. As noted earlier, in this case, the judgment of the High Court under Section 37 of the Act was challenged before the Supreme Court and the SLPs were dismissed by the Supreme Court after hearing the Senior Counsel for the parties vide order dated 19.07.2019. Be it noted when the earlier SLPs were dismissed, no liberty was taken to file the review before the High Court. Be that as it may, we are not inclined to go into this aspect any further.

13. On behalf of the petitioner, Mr. Harish Salve and Mr. Neeraj Kishan Kaul, learned Senior counsel mainly contended that in the judgment of the High Court dated 26.02.2019, the High Court erroneously applied the provisions as applicable prior to the Amendment Act, 2015 and the judgment of the High Court suffers from error apparent on the face of the record since the High Court relied upon the decision in Saw Pipes Ltd.[10] and Western Geco International Limited[11], which are no longer good law after the Amendment Act, 2015 brought into effect from 23.10.2015. It is submitted that the judgment of the High Court dated 26.02.2019 suffers from error apparent on the face of the record and therefore, the petitioner is justified in seeking the review of the judgment dated 26.02.2019 and the High Court was not right in rejecting the review petition. In support of the contention of the petitioners, reliance was placed upon HRD Corporation[12] and Ssangyong Engineering and Construction Company Limited[13].

 

[10] Oil & Natural Gas Corporation Ltd. vs. Saw Pipes Ltd. (2003) 5 SCC 705

[11] Oil & Natural Gas Corporation Ltd. vs. Western Geco International Limited (2014) 9 SCC 263

[12] HRD Corporation (Marcus Oil and Chemical Division) vs. GAIL (India) Limted (2018) 12 SCC 471

[13] Ssangyong Engineering and Construction Company Limited vs. National Highways Authority of India (NHAI) (2019) 15 SCC 131, Para No.19

 

14. Mr. Tushar Mehta, learned Solicitor General and Mr. Huzeffa Ahmadi, learned Senior counsel have submitted that at the time when the earlier SLP(C) Nos.13629-13631 of 2019 were heard, they were heard at length and all the arguments including the effect of the amendment to Section 34 was also raised and only thereafter, the earlier SLPs came to be dismissed. It was submitted that though the dismissal of order dated 19.07.2019 is a non-speaking order, the petitioner had raised all contentious points, now urged, and faced an order of dismissal, and the petitioner cannot be allowed to reagitate the matter by filing a review petition.

15. In Board of Control for Cricket in India[14], the Supreme Court held that the Amendment Act, 2015 would apply to Section 34 petitions that are made after 23.10.2015 (the day on which the Amendment Act came into force). In the present case, admittedly, after the arbitral awards are dated 29.03.2016, the applications under Section 34 of the Act were filed before the Judicial Commissioner, Shillong as per the decision in Board of Control for Cricket in India[15], the provisions of the Amendment Act would apply.

 

[14] Board of Control for Cricket in India vs. Kochi Cricket Private Limited and Others (2018) 6 SCC 287

[15] Board of Control for Cricket in India vs. Kochi Cricket Private Limited and Others (2018) 6 SCC 287

 

16. Patent illegality as a ground for setting aside a domestic award was first expounded in the judgment of Saw Pipes Ltd.[16] where this Court was dealing with a domestic award. This Court gave a wider interpretation to the ‘public policy of India’ in Section 34(2)(b)(ii) in Part I of the 1996 Act. The Court held that an award would be “patently illegal”, if it is contrary to the substantive provisions of law; or, provisions of the 1996 Act; or, terms of the contract.

 

[16] Oil & Natural Gas Corporation Ltd. vs. Saw Pipes Ltd. (2003) 5 SCC 705

 

17. In the subsequent judgment of Associate Builders[17], this Court discussed the ground of patent illegality as a ground under public policy for setting aside a domestic award. The relevant extract of the judgment in Associate Builders case (supra) reads as follows:-

 

“40. Patent Illegality

We now come to the fourth head of public policy namely, patent illegality. It must be remembered that under the explanation to Section 34(2)(b), an award is said to be in conflict with the public policy of India if the making of the award was induced or affected by fraud or corruption. This ground is perhaps the earliest ground on which courts in England set aside awards under English law. Added to this ground (in 1802) is the ground that an arbitral award would be set aside if there were an error of law by the arbitrator….”

“42. In the 1996 Act, this principle is substituted by the ‘patent illegality’ principle which, in turn, contains three sub heads-

42.1 (a) a contravention of the substantive law of India would result in the death knell of an arbitral award. This must be understood in the sense that such illegality must go to the root of the matter and cannot be of a trivial nature. This again is a really a contravention of Section 28(1)(a) of the Act, which reads as under:

28. Rules applicable to substance of dispute.-(1) Where the place of arbitration is situated in India,-

 

(a) in an arbitration other than an international commercial arbitration, the arbitral tribunal shall decide the dispute submitted to arbitration in accordance with the substantive law for the time being in force in India;

 

42.2 (b) a contravention of the Arbitration Act itself would be regarded as a patent illegality-for example if an arbitrator gives no reasons for an award in contravention of Section 31(3) of the Act, such award will be liable to be set aside.

42.3 (c) Equally, the third sub-head of patent illegality is really a contravention of Section 28(3) of the Arbitration Act, which reads as

 

28. Rules applicable to substance of dispute.-

(3) In all cases, the arbitral tribunal shall decide in accordance with the terms of the contract and shall take into account the usages of the trade applicable to the transaction.

 

This last contravention must be understood with a caveat. An arbitral tribunal must decide in accordance with the terms of the contract, but if an arbitrator construes a term of the contract in a reasonable manner, it will not mean that the award can be set aside on this ground. Construction of the terms of a contract is primarily for an arbitrator to decide unless the arbitrator construes the contract in such a way that it could be said to be something that no fair minded or reasonable person could do.” (emphasis supplied)

[17] Associate Builders vs. Delhi Development Authority (2015) 3 SCC 49, paras 40 to 45.

 

18. The Law Commission in its 246th Report[18] recommended the insertion of the ground of ‘patent illegality’ for setting aside a domestic award by the insertion of clause (2A) in Section 34 of the Act. The relevant extract from the Report of the Law Commission is extracted herein below:-

 

“It is for this reason that the Commission has recommended the addition of section 34 (2A) to deal with purely domestic awards. which may also be set aside by the Court if the Court finds that such award is vitiated by “patent illegality appearing on the face of the award.” In order to provide a balance and to avoid excessive intervention, it is clarified in the proposed proviso to the proposed section 34 (2A) that such “an award shall not be set aside merely on the ground of an erroneous application of the law or by reappreciating evidence.” The Commission believes that this will go a long way to assuage the fears of the judiciary as well as the other users of arbitration law who expect, and given the circumstances prevalent in our country, legitimately so, greater redress against purely domestic awards. This would also do away with the unintended consequences of the decision of the Supreme Court in ONGC vs. Saw Pipes Ltd. (2003) 5 SCC 705. which, although in the context of a purely domestic award, had the unfortunate effect of being extended to apply equally to both awards arising out of international commercial arbitrations as well as foreign awards-given the statutory language of the Act. …” (emphasis supplied)

[18] Available at : http://lawcommissionofindia.nic.in/reports/Report246.pdf

 

To give effect to the said recommendation, it was suggested that:

 

“(iii) After the Explanation in sub-section (2), insert sub-section ‘(2A) An arbitral award arising out of arbitrations other than international commercial arbitrations, may also be set aside by the Court if the Court finds that the award is vitiated by patent illegality appearing on the face of the award. Provided that an award shall not be set aside merely on the ground of an erroneous application of the law or by re-appreciating evidence.’

[NOTE: The proposed S.34(2A) provides an additional, albeit carefully limited, ground for setting aside an award arising out of a domestic arbitration (and not an international commercial arbitration). The scope of review is based on the patent illegality standard set out by the Supreme Court in ONGC Ltd. vs. Saw Pipes Ltd., (2003) 5 SCC 705. The proviso creates exceptions for erroneous application of the law and re-appreciation of evidence, which cannot be the basis for setting aside awards.]” (emphasis supplied)

 

19. Pursuant to the recommendations of the Law Commission, the 1996 Act was amended by Act 3 of 2016, which came into force w.e.f. 23.10.2015. The ground of “patent illegality” for setting aside a domestic award has been given statutory force in Section 34(2A) of the 1996 Act. The ground of “patent illegality” cannot be invoked in international commercial arbitrations seated in India. Even in the case of a foreign award under the New York Convention, the ground of “patent illegality” cannot be raised as a ground to resist enforcement, since this ground is absent in Section 48 of the 1996 Act. The newly inserted sub-section (2A) in Section 34, reads as follows:-

 

“(2A) An arbitral award arising out of arbitrations other than international commercial arbitrations, may also be set aside by the Court, if the Court finds that the award is vitiated by patent illegality appearing on the face of the award :

Provided that an award shall not be set aside merely on the ground of an erroneous application of the law or by reappreciation of evidence.”

 

20. In Ssangyong Engineering and Construction Company Limited[19], this Court was considering a challenge to an award passed in an international commercial arbitration, between the Appellant – company a foreign entity registered under the laws of Korea, and the Respondent, a Government of India undertaking. In paragraph (19) of the judgment, this Court noted that the expansive interpretation given to “public policy of India” in the Saw Pipes (supra) and Western Geco International Limited[20] cases, which had been done away with, and a new ground of “patent illegality” was introduced which would apply to applications under Section 34 made on or after 23.10.2015. In paragraphs (36) and (37) of the judgment, this Court held that insofar as domestic awards are concerned, the additional ground of patent illegality was now available under sub-section (2A) to Section 34. However, re-appreciation of evidence was not permitted under the ground of “patent illegality” appearing on the face of the award.

 

[19] Ssangyong Engineering and Construction Company Limited vs. National Highways Authority of India (NHAI) (2019) 15 SCC 131

[20] Oil & Natural Gas Corporation Ltd. vs. Western Geco International Limited (2014) 9 SCC 263

 

21. In paragraphs (39) and (40) of Ssangyong Engineering (supra), the Court reiterated paragraphs (42.2) and (42.3) of Associate Builders (supra) wherein, it was held that the construction of the terms of a contract is primarily for an arbitrator to decide, unless the arbitrator construes a contract in a manner which no fair minded or reasonable person would take i.e. if the view taken by the arbitrator is not even a possible view to take. In paragraphs (39) and (40), the Supreme Court held as under:-

 

“39. To elucidate, para 42.1 of Associate Builders vs. Delhi Development Authority (2015) 3 SCC 49, namely, a mere contravention of the substantive law of India, by itself, is no longer a ground available to set aside an arbitral award. Para 42.2 of Associate Builders vs. Delhi Development Authority (2015) 3 SCC 49, however, would remain, for if an arbitrator gives no reasons for an award and contravenes Section 31(3) of the 1996 Act, that would certainly amount to a patent illegality on the face of the award.

40. The change made in Section 28(3) by the Amendment Act really follows what is stated in paras 42.3 to 45 in Associate Builders vs. Delhi Development Authority (2015) 3 SCC 49. namely. that the construction of the terms of a contract is primarily for an arbitrator to decide, unless the arbitrator construes the contract in a manner that no fair-minded or reasonable person would: in short, that the arbitrator’s view is not even a possible view to take. Also, if the arbitrator wanders outside the contract and deals with matters not allotted to him, he commits an error of jurisdiction. This ground of challenge will now fall within the new ground added under Section 34(2-A).” (emphasis supplied)

 

22. The present case arises out of a domestic award between two Indian entities. The ground of patent illegality is a ground available under the statute for setting aside a domestic award, if the decision of the arbitrator is found to be perverse, or, so irrational that no reasonable person would have arrived at the same; or, the construction of the contract is such that no fair or reasonable person would take; or, that the view of the arbitrator is not even a possible view.

23. In the present case, the High Court has referred to the judgment in Associated Builders (supra) at length in paragraph (42) of its judgment dated 26.02.2019 and arrived at the correct conclusion that an arbitral award can be set aside under Section 34 if it is patently illegal or perverse. This finding of the High Court is in conformity with paragraph (40) of the judgment of this Court in Ssangyong Engineering (supra).

24. In the present case, the High Court in paragraph (51) has held that no reasonable person could have arrived at a different conclusion while interpreting Clauses 2.7 and 3.4 of the BoQ and Clauses 32(ii)(a) and 33(iii) of the Conditions of Contract. Any other interpretation of the above clauses would definitely be irrational and in defiance of all logic. The relevant extract reads:-

 

“51. Clause 33(iii) specifically provides that “if the rates for such items of work cannot be determined in the manner as specified in Clause 33(ii), the rates for such items to be executed shall be determined by the Engineer-in-Charge on the basis of actual and analysed cost taking the following into consideration the rates for such items of works as are required to be executed due to deviations as stated in sub-clause shall be payable in the manner as stated hereunder..”. We are of the firm view that this is the only possible interpretation of Clauses 2.7 and 3.4 of the BoQ and Clauses 32(ii)(a) and 33(iii) of the Conditions of Contract. No reasonable person would arrive at a different conclusion while interpreting Clauses 2.7 and 3.4 of the BoQ and Clauses 32(ii)(a) and 33(iii) of the Conditions of Contract. Any other interpretation of the above clauses would definitely be irrational and defiance of all logic.” (emphasis supplied)

 

25. The High Court in paragraph (52) came to the finding that the findings in the award suffer from the vice of irrationality and perversity, and held as follows:-

 

“52. The Arbitral Awards and the findings of the learned Arbitrator suffer from the vice of perversity. The learned Arbitrator has taken into account various factors irrelevant in coming to the decision and has ignored vital clauses of the tender documents like Clause 2 and various Sub-clauses i.e. Sub-clauses 2.1 to 2.8.7 under Clause 2 and Clause 3 and various Sub-Clauses i.e. Sub-clauses 3.1 to 3.7 under Clause 3 of the BoQ, Clause 2 and various Sub-clauses i.e. Sub-clause 2.1 to 2.17.7 under Clause 2 and Clause 3 and various Sub-clauses i.e. Sub-clause 3.1 to 3.10.5 under Clause 3 of “Particular Technical Specifications”, Vol. 2, Part II. The learned Arbitrator has taken into consideration an irrelevant fact that while making provisional payment, the initial lead of 3.0 km has been deducted and that this shows that Clause 2.7 and 3.4 of the BoQ are applicable. The provisional payment was an interim arrangement and was preceded by meetings dated 07.12.2012 and 08.12.2012 wherein it was specifically agreed between the parties that HoP, NEEPCO would take steps for referring the dispute to arbitration and that till the arbitral award, the payment would be made as per the prevailing provisional rate without any escalation and that final rate payable for transportation of sand and boulder shall be done on implementation of the arbitral award. As such the fact that provisional payment was made by deducting initial lead of 3.0 km was an irrelevant fact for deciding the issue. The findings of the learned Arbitrator having been arrived at by taking into account irrelevant factors and by ignoring vital clauses, the same suffers from vice of irrationality and perversity. It must be borne in mind that the Arbitral Awards in question are Declaratory Arbitral Awards and involved interpretation of Clauses 2.7 and 3.4 of the BoQ and Clauses 32(ii)(a) and 33(iii) of the Conditions of Contract and the learned arbitrator was required to interpret the same in accordance with the established rules of interpretation. The findings of the learned Additional Deputy Commissioner (Judicial), Shillong while upholding the arbitral awards of the learned Arbitrator also suffer from the similar vice. We are, therefore, of the considered view that that the common order dated 27.04.2018 passed by the learned Additional Deputy Commissioner (Judicial), Shillong in Arbitration Case No. 5 (T) 2016, Arbitration Case No. 6 (T) 2016 and Arbitration Case No. 7 (T) 2016 as well as the 3 (three) Arbitral Awards dated 29.03.2016 passed by the learned Arbitrator warrant interference in these appeals under Sec. 37 of the Arbitration and Conciliation Act, 1996.

53. There are additional reasons for interfering with order dated 27.04.2018 passed by the learned Additional Deputy Commissioner (Judicial), Shillong and the Arbitral Awards dated 29.03.2016 passed by the learned Arbitrator. As the learned counsel for the appellant has submitted, the potential effect of the Arbitral Award on public exchequer is that the appellant, which is a public sector undertaking, will have to pay a sum of about Rs. 3.56 Lakh for every truckload of 10 cubic metre of sand or boulder (travelling for 100 km) and the total potential effect would be about Rs. 1.000 Crore. We are of the considered view that payment of Rs. 3.56 Lakh per truck (10 Cubic Metre) of sand or boulder (100 km distance) is definitely a case of unjust enrichment which is contrary to the Fundamental Policy of Indian Law. Unjust enrichment being contrary to the Fundamental Policy of Indian Law is a ground for interference with an Arbitral Award under Sec. 34(2) of the Act. The Bombay High Court in Angerlehner Structural and Civil Engineering co. v. Municipal Corporation of Greater Mumbai has recognized unjust enrichment of a party at the cost of public exchequer as being against the fundamental policy of Indian law. The Bombay High Court has held:

 

“If the argument of the Contractors is accepted, it lead to them blatantly enriching themselves over and above what they are entitled. Such completely unjust enrichment, that too at the cost of public funds, is abhorrent under the fundamental policy of Indian Law. The award in AJECT, which permits such blatant enrichment is therefore is also vitiated on the ground that it is against the fundamental policy of Indian Law.”

 

We are also of the considered view that the Arbitral Award which would potentially result in unjust enrichment of the respondent to the extent of about Rs. 1,000 Crores is against the fundamental policy of Indian law and, therefore, warrant interference on this count as well.

Though this court is not sitting in appeal over the award of the arbitral tribunal, the presence of grounds under Section 34[2] of the Act and the satisfaction arrived at by this Court in this regard, warrants interference more so, as the Arbitral Awards in question are Declaratory Arbitral Awards and involved interpretation of Clauses 2.7 and 3.4 of the BoQ and Clauses 32(H)(a) and 33(iii) of the Conditions of Contract and the learned arbitrator was required to interpret the same in accordance with the established rules of interpretation and in line with the fundamental policy of Indian law.” (emphasis supplied)

 

26. Even though the High Court in paragraph (44) of the judgment referred to various judgments, including Western Geco (supra) [which is now no longer good law], the case has been decided on the ground that the arbitral award is a perverse award and on a holistic reading of all the terms and conditions of the contract, the view taken by the arbitrator is not even a possible view. The High Court has rightly followed the test set out in paragraph (42.3) of Associate Builders (supra), which was reiterated in paragraph (40) of the Ssangyong Engineering judgment (supra).

27. In our view, while dealing with the appeal under Section 37 of the Act, the High Court has considered the matter at length, and held that while interpreting the terms of the contract, no reasonable person could have arrived at a different conclusion and that the awards passed by the arbitrator suffer from the vice of irrationality and perversity.

28. The learned Solicitor General Mr. Tushar Mehta and Mr. H. Ahmadi, Senior Advocate for the respondent, submitted that all these contentions were raised in the earlier round when challenge to the substantive Judgment dated 26.02.2019 was made. The said challenge was repelled by this Court vide Order dated 19.07.2019 by dismissal of the earlier SLPs. It is now not open to re-open the matter by filing a review petition on the same grounds, which have been rightly dismissed by the High Court. The Petitioner has failed to make out any error on the face of the judgment dated 26.02.2019. The High Court by the impugned order dated 10.10.2019 rightly dismissed the review petitions and we do not find any ground warranting interference with the impugned order.

29. In the result, all the special leave petitions are dismissed with no order as to costs.

 

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