2026 Supreme(Bom) 221

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
SANDEEP V. MARNE, J.
Jupicos Entertainment Private Limited - Applicant
Versus
Probability Sports (India) Private Limited And Anr. - Respondent
COMMERCIAL ARBITRATION APPLICATION (L) NO. 18608 OF 2025
Decided On : 16-03-2026

Non-signatory held veritable party to arbitration agreement via active contract performance, composite transaction with supplementary agreement, and conduct, justifying joinder under Section 11; limitation pleas left to arbitrator.

Headnote:(A) Arbitration and Conciliation Act, 1996 - Section 11 - Non-signatory to principal participation agreement containing arbitration clause held to be veritable party thereto - Tests of mutual intent of parties, relationship to signatory, commonality of subject matter, composite nature of transaction, and active participation in performance of contract satisfied - Supplementary agreement executed by non-signatory, signatory, and applicant supplements principal agreement, forming single commercial transaction for league participation rights - Breach of supplementary agreement constitutes breach of principal agreement - Post-termination conduct including meetings and approvals indicates involvement - Termination notice endorsed by non-signatory - Specific performance claim necessitates joinder as league conducted under its aegis - Limitation objection raised by signatory not examinable in depth at reference stage, left to arbitral tribunal - Sole arbitrator appointed. (Paras 18, 35-44, 54-58, 60)

(B) Arbitration - Non-signatories - Group of companies doctrine - Nature and standard of involvement must show active assumption of obligations under contract - Mere incidental involvement insufficient - Burden on party seeking joinder to prove conscious conduct based on objective evidence. (Paras 35-37)

Facts of the case:
Disputes arose over applicant's right to participate in league editions under participation agreement with first respondent and supplementary agreement with both respondents. First edition held, payments made for second. Termination notice issued citing defaults, endorsed by second respondent. Post-termination, second respondent held meetings with applicant, invited participation proposals. Applicant cleared dues in 2024, demanded no dues certificate. Excluded from later meetings, invoked arbitration. Sought joinder of both respondents.

Findings of Court:
Non-signatory (second respondent) is veritable party to arbitration agreement in participation agreement; composite transaction doctrine applies; limitation issue for arbitrator; sole arbitrator appointed to adjudicate disputes under both agreements.

Issues: Whether non-signatory is bound by arbitration agreement as veritable party; whether principal and supplementary agreements form composite transaction; whether claims time-barred foreclosing reference.

Ratio Decidendi: Non-signatory bound where facts show intention to be bound via conduct, performance participation, and interconnected agreements essential to common purpose; reference court under Section 11 conducts prima facie review only on limitation, not evidentiary enquiry.

Result: Application allowed; sole arbitrator appointed.