NDLI: Shyam Sunder Agarwal Vs. P. Narotham Rao and Ors.

Content Provider	Supreme Court of India
e-ISSN	30484839
Language	English
Access Restriction	NDLI
Subject Keyword	1996 – Memorandum of Understanding (MoU) Arbitration and Conciliation Act
Content Type	Text
Resource Type	Law Judgement
Jurisdiction	India
Act(s) Referred	Constitution of India Arbitration and Conciliation Act, 1996 (26 of 1996)
Case(s) Referred	Referred Case 0 Referred Case 1 Referred Case 2
Case Type	Appeal
Court	Supreme Court of India
Disposal Nature	Case Disposed Off
Headnote	Arbitration and Conciliation Act, 1996 – Memorandum ofUnderstanding (MoU)/Agreement executed between the parties forsale and purchase of shares of a Company – Issue as to whetherClause 12 of the said Agreement can be stated to be an arbitrationclause – Held: On reading of various clauses it is clear that twopersons though, styled as Mediators/Arbitrators, are escrow agentswho were appointed to keep certain vital documents in escrow, andto ensure a successful completion of the transaction contained inthe MOU – The very fact that they were referred to as “Mediators/Arbitrators” and as “Mediators and Arbitrators” would show thatthe language used is loose – The idea really was that the two namedpersons do all things necessary during the implementation of thetransaction between the parties to see that the transaction getssuccessfully completed – Clause 8 makes it clear that the idea wasto prevent disputes from occurring and to ensure smoothimplementation of the Agreement – Object was not to adjudicatedisputes but to prevent them – Clause 12 has to be read in the lightof Clauses 8 and 11 of the MOU, and therefore, the expression“decision” used in Clause 12 is only a pro tem decision, namely,that the two escrow agents were to make decisions only during theperiod of the transaction and not thereafter – They were “functusofficio” after the transaction got completed – Wording of theAgreement, is clearly inconsistent with the view that the Agreementintended that disputes be decided by arbitration – Further, indeed,three of the four purchasers of shares did not read Clause 12 as anarbitration clause, but approached the Civil Court instead –Discretionary jurisdiction.
Judge	Hon'ble Mr. Justice R.F. Nariman
Neutral Citation	2018 INSC 633
Petitioner	Shyam Sunder Agarwal
Respondent	P. Narotham Rao And Ors.
SCR	[2018] 7 S.C.R. 1135
Judgement Date	2018-07-23
Case Number	6872

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