The Indian laws should govern the contract, and the challenge to the international award in India is maintainable.

The Petitioner, E-City Entertainment (I) Pvt. Limited (original respondent), (E-city) a private limited company (E-(III), having place of business at Mumbai, India, has invoked Section 34 of the Arbitration and Conciliation Act, 1996 (for short, the Arbitration Act) and prayed to set aside Partial Awards dated 9 February 2006 and 24 August 2007 and Final Award dated 27 March 2008 passed by the International Court of Arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC Rules).

Basic Events:-

2. The basic events are as under:

On 28 September 2000, Imax Ltd and E-city signed in Mumbai, a letter of intent dated 28 September 2000 (The agreement) leasing of 6 IMAX systems to be installed in India.

On 22 November 2000, they executed a contract under which Imax agreed to sell to E-city an IMAX 37 GT Projection system. On 21 December 2000, Imax entered into an agreement with Electronic Media Ltd (EML) and agreed to sell a single Imax cinema system. As alleged, EML failed to fulfill its obligations therefore, the ICC arbitration. (EML arbitration).

3. There arose disputes between the parties. Imax requested for Arbitration against EML and E-city separately. The petitioner filed its answer to the Request for Arbitration under Article 5(1) of the ICC Rules. The Arbitral Tribunal constituted and proceeded accordingly.

4. The Respondent filed a Statement of Claim. The Petitioner filed its Statement of defence. The Arbitral Tribunal conducted an evidential hearing on the question of E-city's liability to pay damages to Imax Ltd. On 9 February 2006 the Arbitral Tribunal rendered a “Partial Award” ordering, amongst other things, an assessment of damages payable by E-city to Imax Ltd. On 15 May 2006 further Statement of Damages filed by the Respondent. On 31 May 2006 a Statement of Defence in the Post-liability period filed by the Petitioner. On 19 July 2006, disclosed for the first time that Imax Ltd amalgamated into Imax Corporation with effect from 1 January 2001. From 26 to 28 July 2006, the Arbitral Tribunal heard evidence on the quantum of damage allegedly suffered by Imax. The hearing took place subject to E-city's reservation on Imax amalgamation.

5. On 5 September 2006, the Petitioner preferred an application that First Award made on liability was a nullity and the Tribunal has no jurisdiction to pass any award. The Respondent filed its response to it. On 24 August 2007, second Award on quantum of damages and jurisdiction and on 27 March 2008, third Award on costs and Interest have been passed. The Petitioner received the final award on 1 April 2008. The Petitioner filed the present Petition under Section 34 of the Arbitration Act in this Court on 22 July 2008. The Petitioner has taken out Notice of Motion for condonation of 20 days delay in filing the Petition. The Respondent by it's reply, has opposed the same and raised a preliminary objection to the maintainability of the Petition in India.

The relevant Clauses:-

6. The arbitration agreement noted the place of arbitration and the governing law in clause 14. The Petitioner is an Indian based company. The Respondent is a foreign entity. The digital cinema premises in demand in India and, therefore, the parties agreed to have develop the business by using the digital technology and the related systems in India.

7. The following are the relevant clauses to adjudicate the preliminary issues so raised about the jurisdiction:-

“11 Marketing and Programming

The intent of the parties is to co-operate on marketing and programming, sharing Imax's experience and E-citi's knowledge of and relationships in the local market. Accordingly, E-city and Imax hereby agree to the marketing and programming responsibilities, in respect of the Threatres as set out in Schedule “A” hereto, which is hereby incorporated by reference (the “M&P Services”). The annual fee for such M&P Services, to cover the cost of providing the M&P Services, is included in the Addit