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2025 Supreme(Bom) 1877
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
Sandeep V. Marne, J.
Laguna Resort Pvt. Ltd. - Petitioner
Versus
Concept Hospitality Pvt. Ltd. - Respondent
Commercial Arbitration Petition No. 19 of 2024 With Interim Application No.1742 of 2024
Decided On : 17-12-2025
For the Petitioner:Mr. Ashutosh Kumbhakoni, Senior Advocate with Mr. Mahermosh Humranwala. Mr. Mahesh Menon and Ms. Aakansha Anand i/b. Mahesh Menon & Co.
For the Respondent: Mr. Sumit Rai with Ms. Samrudhi Gholap i/b. Mr. Satyan Israni
The endorsement of Section 43(4) permits exclusion of time spent in previous arbitration when disputes are re-submitted, affirming the continuity of rights post-merger of entities.
Headnote:(A) Arbitration and Conciliation Act, 1996 - Section 34 and Section 43(4) - Challenge to arbitral award for payment of Rs. 78,09,220/- with interest against the petitioner - The petitioner argued no Arbitration Agreement with respondent for invoices from 1 April 2009 to 11 March 2011, but court found objections unpleaded before the arbitrator - Merger of entities does not negate eligibility for time exclusion under Section 43(4) post previous award being set aside - Court upheld the arbitrator's decision on limitation exclusion, affirming disputes correctly associated with the Claimant - Thus no substantial grounds raised for setting aside the award. (Paras 1-66)
(B) Review of Arbitration Agreement - Non-resolving parties cannot challenge meritorious inspections if the right to raise objections is bypassed in advance motions; anticipatory waiving prevails. (Paras 56-65)
Facts of the case:
The petitioner challenged the award directing payment for hotel management services spanning different periods under multiple agreements. Legal complexities arose following disputes about jurisdiction and existence of valid arbitration clauses.
Findings of Court:
The court confirmed the tribunal's authority to adjudicate on claims arising from specific agreements despite challenges to jurisdiction arising after arbitration completion.
Issues: Whether to exclude time for previous arbitral proceedings under Section 43(4); validity of claims based on the existence of Arbitration Agreements; permission to raise jurisdiction issues post-arbitration.
Ratio Decidendi: The court ruled adherence to statutory provisions such as Section 43(4) permits claimants the right to invoke exclusion timelines while reaffirming objection plea protocols precluding jurisdiction claims after arbitration outcomes.
Result: Petition dismissed with no further costs imposed.
| Table of Content |
|---|
| 1. challenge to arbitration award under act. (Para 1 , 2 , 3) |
| 2. overview of parties involved and arbitration timeline. (Para 4 , 5 , 6 , 7) |
| 3. petitioner's argument regarding jurisdiction and exclusion of time. (Para 8 , 9 , 10) |
| 4. respondent's rebuttal on the existence of arbitration agreement. (Para 14 , 15 , 16) |
| 5. clarification of three distinct operational periods for the hotel. (Para 17 , 20 , 21 , 22) |
| 6. identification of broad issues for determination. (Para 18 , 19) |
| 7. documentation of three separate arbitral proceedings. (Para 23 , 24 , 25) |
| 8. analysis of time bar issue related to prior arbitration. (Para 27 , 28 , 29 , 30) |
| 9. discussion on the applicability of section 43(4) of the act. (Para 39 , 40 , 41) |
| 10. court's perspective on distinctiveness of disputes. (Para 44 , 45) |
| 11. petitioner's failure to raise jurisdictional issues. (Para 46 , 47 , 48) |
| 12. conclusion and dismissal of the petition. (Para 66 , 67) |
Sandeep V. Marne, J.
1) By this Petition filed under Section 34 of the Arbitration and Conciliation Act, 1996, (Arbitration Act) the Petitioner has challenged Award of the learned Sole Arbitrator dated 28 November 2022. By the impugned Award, the learned Arbitrator has directed Petitioner to pay to the Respondent sum of Rs. 78,09,220/- alongwith interest @ 12% p.a. calculated from due date of each invoice. Petitioner is also directed to pay costs of arbitration of Rs. 21,28,809/. The Arbitral Tribunal has also allowed post award interest @ 14% per annum on the awarded sums.
FACTS
2) The Petitioner-Laguna Resorts Private Ltd (Laguna), is an incorporated entity under the Companies Act, 1956, which was formerly known as Hasina Resorts Pvt. Ltd. (Hasina). Petitioner is the owner of land property located at Lonavala. It desired construction of hotel on the land. Petitioner-Laguna entered into Hotel Management Agreement dated 27 September 1999 (Concept Agreement of 1999) with Respondent-Concept Hospitality Private Ltd (Concept) for construction, management and operation of Petitioner’s hotel named Laguna Resort at Lonavala. Under the Agreement the Concept agreed to construct a hotel for Petitioner and to render consultancy and advisory services including entire management and operations of the hotel. The period of Agreement from 27 September 1999 was for five years with further option to extend the same by another period of five years. During currency of extended term of the HMA, Evergreen Hospitality Pvt. Ltd. (Evergreen) showed interest in managing the hotel. Accordingly, Tripartite Assignment Agreement dated 1 April 2009 (Assignment Agreement) was executed between the Petitioner-Laguna, Concept and Evergreen, under which Concept assigned its right to operate and manage the Hotel under 1999 Agreement for remaining term thereof from 1 April 2009 to 13 March 2011 in favour of Evergreen. Later a Hotel Management Agreement dated 11 March 2011 (Evergreen Agreement of 2011) was executed between the Petitioner-Laguna and Evergreen and the activity of management and operation of Laguna Resorts by Evergreen was governed by the said 2011 Agreement.
3) Disputes arose between Petitioner-Laguna and Evergreen and by notice dated 8 October 2012, Evergreen invoked the arbitration clause under the Evergreen Agreement of 2011 in respect of claims pertaining to the period from 1 April 2009 to 11 March 2011 as also for the period from 12 March 2011 to 11 March 2016. Independently, the Concept also invoked arbitration clause under Concept Agreement of 1999 raising claims pertaining to the period from July 2006 to March 2009. This Court appointed a sole Arbitrator to adjudicate disputes under the Evergreen Agreement. Similarly, same learned Arbitrator was appointed to adjudicate disputes under the Concept Agreement of 1999. During pendency of arbitral proceedings Concept merged into Evergreen w.e.f. 24 December 2013 and the merged entity was renamed as Concept Hospitality Private Ltd (CHPL).
4) The arbitral proceedings comm
