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Tuesday, May 14

Arbitration clause is valid notwithstanding main agreement itself is being declared void


M/s Today Homes & Infrastructure Pvt. Ltd vs. Ludhiana Improvement Trust &Anr, Civil Appeal No. 4596 of 2013 [Arising out of SLP(C) No. 7334 of 2010], Decided on 10th May, 2013



An application under section 11(6) of Arbitration and Conciliation Act 1996 was filed in the High Court of Punjab & Haryana. The designate Judge came to a finding that the main agreement (which contained the arbitration clause) was not legal and valid and, therefore, the disputes between the parties arising out of the said agreement could not be referred to an arbitrator and dismissed the application.


The Hon’ble Supreme Court held:

The learned Judge was only required to decide such preliminary issues such as jurisdiction to entertain the application, the existence of a valid arbitration agreement, whether a live claim existed or not, for the purpose of appointment of an arbitrator. By the impugned order, much more than what is contemplated under Section 11(6) of the 1996 Act was sought to be decided, without any evidence being adduced by the parties. The issue regarding the continued existence of the arbitration agreement, notwithstanding the main agreement itself being declared void, was considered by the 7-Judge Bench in SBP & Co. Patel Engineering Ltd. and Another [(2005) 8 SCC 618] and it was held that an arbitration agreement could stand independent of the main agreement and did not necessarily become otiose, even if the main agreement, of which it is a part, is declared void”. [Para 13]



It may be profitable to remind ourselves of the observations made by the 7-Judge Bench in SBP & Co. (supra), regarding what the Chief Justice is really required to decide on an application being made to him under Section 11(6) of the 1996 Act. In paragraph 39 of the judgment, it has been stated that obviously the Chief Justice has to first decide his own jurisdiction and whether the party concerned has approached the right High Court. He also has to decide whether there is an arbitration agreement and as to whether the person who has made the request before him, is a party to such agreement. Their Lordships further indicated that it was necessary to mention that the learned arbitrator could also decide the question as to whether the claim was a dead one or a long-barred claim that was sought to be resurrected. Summing up its views, in paragraph 47 of the judgment, the 7-Judge Bench, while holding that the power exercised by the Chief Justice of the High Court or the Chief Justice of India under Section 11(6) of the 1996 Act is not an administrative power but a judicial one, also held that the Chief Justice or the designated Judge would have the right to decide the preliminary aspects, as indicated hereinbefore.” [Para 16]



The Court also noted following case laws:


Reva Electric Car Company Private Limited Vs. Green Mobil [(2012) 2 SCC 93], wherein the provisions of Section 16(1) in the backdrop of the doctrine of kompetenz kompetenz were considered and it was inter alia held that:

“under Section 16(1), the legislature makes it clear that while considering any objection with regard to the existence or validity of the arbitration agreement, the arbitration clause, which formed part of the contract, had to be treated as an agreement independent of the other terms of the contract. Reference was made in the said judgment to the provisions of Section 16(1)(b) of the 1996 Act, which provides that even if the arbitral tribunal concludes that the contract is null and void, it should not result, as a matter of law, in an automatic invalidation of the arbitration clause. It was also held that Section 16(1)(a) of the 1996 Act presumes the existence of a valid arbitration clause and mandates the same to be treated as an agreement independent of the other terms of the contract. By virtue of Section 16(1)(b) of the 1996 Act, the arbitration clause continues to be enforceable, notwithstanding a declaration that the contract was null and void’.


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