JUDGMENT:

1. By this petition, this Court is called upon to interpret a Term Sheet executed between the parties, in order to examine as to whether the findings rendered by the learned Arbitrator while refusing interim reliefs under Section 17 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the “Arbitration Act”), deserve to be interfered with, while exercising jurisdiction under Section 37(2)(b) of the Arbitration Act.

2. The aspects that arise for consideration include the scope of jurisdiction exercised by this Court under Section 37(2)(b) of the Arbitration Act and the true purport and nature of the Term Sheet, based upon interpretation of its various clauses.

3. The facts leading up to filing of the present petition are that the petitioner (original claimant), being a healthcare service provider, showed interest in the respondents selling their majority shareholding in respondent No. 2. The petitioner – Max Healthcare Private Limited is a healthcare service provider, while respondent No. 2 – Quality Care India Limited owns and operates Care Hospitals. Respondent No. 1 – Touch Healthcare Private Limited holds 96.94% of shareholding of respondent No. 2 and respondent No. 3 – Evercare Group Management Limited is the ultimate beneficial owner of respondent No. 2 through respondent No. 1.

4. Upon the petitioner submitting its expression of interest and pursuant to exchange of communications between the parties, on 16.03.2023, a Term Sheet was executed between the petitioner and the respondents. The petitioner proposed to acquire 100% of the shareholding in respondent No. 2 and the petitioner also proposed to run and operate the units of respondent No. 2 till September, 2025. As per the Term Sheet, the parties were to eventually execute a Share Purchase Agreement (hereinafter referred to as “SPA”). The parties were to share the information in the backdrop of a due diligence exercise to be carried out by the petitioner with co-operation from the respondents.

5. There were series of interactions between the parties in the light of execution of the Term Sheet and according to the petitioner, such interaction continued till 18.04.2023 when the petitioner sent a letter to the respondents forwarding the commercial offer for the SPA to be executed. According to the petitioner, as per clause 16 of the Term Sheet, the time period for execution of SPA by 12.04.2023, stood extended by the exchange of written communications between the parties and that since the Term Sheet was a binding offer, upon acceptance of the same by the petitioner, it was converted into a concluded contract. As opposed to this, the respondents took a position that the date of 12.04.2023 could have been extended only by a written agreement between the parties and in the absence thereof, the Term Sheet had fallen through and there was no question of a concluded contract between the parties. As a consequence, disputes arose between the parties and the petitioner filed a petition under Section 9 of the Arbitration Act before this Court. On 03.05.2023, in the aforesaid petition filed under Section 9 of the Arbitration Act, the parties agreed for appointment of a sole Arbitrator and conversion of the petition filed under Section 9 of the Arbitration Act, into an application under Section 17 thereof, to be placed before the learned Arbitrator.

6. Accordingly, the petitioner pressed for grant of interim reliefs before the learned Arbitrator, including a direction restraining the respondent No. 1 from altering the status quo with respect to its shareholding in respondent No. 2, except in favour of the petitioner. The petitioner sought further directions for restraining the respondent No.1 from creating any third party rights concerning its shareholding in respondent No. 2, restraining the respondent No. 3 from altering the status quo of shareholding held by respondent No.1 in respondent No.2 and restraining the respondents from transferring or alienating