Summary
The Court declined appointment of an arbitrator under individual purchase orders because the pricing and payment disputes fell within the comprehensive main agreement’s ICC arbitration clause. Related arbitration clauses had to be reconciled against the transaction and actual dispute. The main agreement expressly covered earlier transactions, and an ICC tribunal was already constituted. The Court also declined interference with refusal of an interim injunction against that tribunal.
Issues
- Which arbitration clause governed overlapping purchase-order and pricing disputes.
- Whether earlier purchase orders fell outside the main agreement.
- Whether appointment or interim restraint of the ICC tribunal was warranted.
Provisions considered
- Section 11(6), Arbitration and Conciliation Act, 1996Appointment refused because the relevant disputes were governed by the main agreement’s already-invoked ICC procedure. (¶¶ 1, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17)
Held
- Where related agreements between the same parties contain different arbitration clauses, the clauses must be harmonised or reconciled with reference to the actual dispute and transaction rather than applied in isolation. (¶¶ 6, 7, 8, 9, 10)
- Both sides’ claims concerned pricing, permissible deductions, accounting and payment governed by the main agreement. Its tribunal could also address connected issues arising under the individual purchase orders; the purchase-order terms did not provide the comprehensive pricing mechanism. (¶¶ 11, 12, 14)
- The main agreement expressly commenced from 31 March 2017 despite execution in March 2018. It therefore covered the earlier purchase orders forming part of these transactions, rather than applying only to orders placed after execution. (¶ 13)
- The comprehensive agreement’s Clause 23 governed the present dispute and had already produced an ICC tribunal. Appointment under the competing purchase-order clause was inappropriate. (¶ 14)
- There was no basis to interfere with the refusal of interim injunction against the ICC tribunal, particularly in light of the conclusion on the governing arbitration clause. The Court did not dispose of the underlying declaration suit. (¶¶ 15, 16, 17)
Result
Arbitration application and connected special leave petition dismissed. No order as to costs.