O R D E R

ARBITRATION APPLICATION [C] NO.1 OF 2007

1.The applicant-Citibank, N.A. preferred this application under Sections 11(5), 11(10) and 11(12) read with Section 10 of the Arbitration and Conciliation Act, 1996 [hereinafter referred to as 'the Act'] praying for appointment of sole Arbitrator in an 'international commercial arbitration' in terms of Section 2(f) of the Act, to adjudicate the dispute between the parties.

2.The applicant-Citibank, is a national banking association duly constituted, registered and in existence in accordance with the laws of the United State of America now in force and having its head office at 399 Park Avenue, Borough of Manhattan, City of New York and having an office in India among other places at Citigroup Centre, G. C-61, Bandra-Kurla Complex, Bandra (East), Mumbai. The applicant-Citibank, being engaged in banking business in India pursuant to licences and approvals from relevant authorities including Reserve Bank of India, inter alia, issues Credit and Debit Cards collectively [hereinafter referred to as 'Citibank Cards'].

3.The respondent No.1-TLC Marketing PLC (for short 'TLC'], is a company incorporated under the provisions of the laws in force in the United Kingdom having its registered office at 54, Banker Street, London WIU 7BU. TLC is a company engaged in the business of marketing and selling inter alia leisure, life-style and travel services.

4.The respondent No.2-Wunderman India Pvt. Ltd. (for short 'WIPL'] is an Indian company incorporated under the provisions of the Companies Act, 1956 and has its registered office at Kalpataru Synergy, 2nd Floor, Opp. Grand Hyatt, Off Western Highway, Vakola, Santa Cruz (East), Mumbai. Respondent No.2-WIPL is an exclusive marketing and fulfilling agent of respondent No.1-TLC for the Indian sub-continent.

5.The applicant-Citibank states that the respondents-TLC and WIPL are the alter ego of each other and their interests are identical, co-existent and co-terminus and for all practical purposes they are one party and their obligations are joint and several in respect of the subject-matter of the present application. It is the case of the applicant-Citibank that in September, 2005, both the respondents-TLC and WIPL had approached the Citibank and made a series of claims and representations about their expertise, background, financial wherewithal and intent to associate with the applicant-Citibank to implement a Scheme to reward and acknowledge the valued association of loyal customers of the applicant- Citibank. The respondents-TLC and WIPL represented to the applicant-Citibank that they were the promoters and incentive companies operating in various markets around the world and they could offer their clients fabulous consumer propositions and the corresponding service to support such promotions in order to help their clients to meet their objectives such as customer retention, loyalty, etc. etc. Respondent No.2-WIPL further represented to the applicant-Citibank that its proposition was designed to meet the expectations desired to be achieved by the applicant-Citibank. It is pleaded by the applicant-Citibank that relying upon the said claims, assurances and representations made by the respondents-TLC and WIPL, as regards their expertise in handling such arrangements, a tripartite agreement was entered into between the parties on 04.10.2005. The agreement became operational w.e.f. 01.10.2005 and was to be valid till 31.08.2006.

6.It is pleaded by the applicant-Citibank that under the Scheme it was agreed to by the parties to the agreement that the eligible credit card customers of the applicant-Citibank, having fulfilled certain specific criteria, were entitled to 'Free return