The arbitration clause contained in the master agreement could be invoked to resolve disputes arising from the other definitive agreements, and the non-payment of stamp duty on the master agreement did not invalidate the arbitration clause.

JUDGMENT :

Prakash Shrivastava, J.

1. This application under Section 11 of the Arbitration and Conciliation Act, 1996 has been field for appointment of arbitrator.

2. The plea of the applicant is that it is a partnership firm having experience in real estate development whereas the respondent is a company principally in the business of setting up and operating retail stores. Applicant is the owner of the land wherein he is developing basement plus ground plus six storied commercial complex. The initial LOI dated 14th of February, 2014 was executed between the parties for leasing out the demised premises to the respondent and thereafter terms were crystallized and five agreements i.e. master agreement, lease deed, vehicle parking agreement, equipment agreement and signage agreement were signed on the same day i.e. 19th of September, 2014 for letting out the demised premises. Certain disputes had arisen between the parties, therefore, applicant had given the notice dated 24.09.2016 invoking the arbitration clause and nominating a senior advocate in terms of the arbitration clause contained in the master agreement. By the reply dated 04.10.2016, respondent had disputed the existence of the arbitration clause and had also disputed the claim on merit. Thereafter, the exchange of communications dated 25th of October, 2016 and 02.11.2016 took place between the parties and then this application has been filed.

3. Submission of the learned Counsel for the applicant is that the master agreement contains the arbitration clause and the parties are governed by the same. His further submission that the lease deed is duly stamped and registered, therefore, there is no requirement of payment of stamp duty and in this regard he has placed reliance upon Section 4 of the Stamp Act.

4. Opposing the prayer learned Counsel for the respondent has submitted that the master agreement is in the nature of lease deed and, therefore, it is required to be stamped and it being unregistered and unstamped, the arbitration clause contained therein cannot be invoked. He submits that master agreement is required to be read in isolation and it was superseded by other agreements and that the lease deed does not contain any arbitration clause.

5. I have heard learned Counsel for the parties and perused the record.

6. First objection is about non-existence of arbitration agreement. On the perusal of record, it is noticed that initially the LOI dated 14th of February, 2014 was entered into between the parties which provided for execution on master agreement, lease deed, equipment usage agreement and facility and maintenance agreement. Clause 6 of the LOI in clear terms provides that all agreements will be treated as part and parcel of the master agreement and no agreement shall be read or interpreted independently. Thereafter, on 19th of September, 2014, on the same day, master agreement, lease deed, equipment usage agreement, signage agreement and facility and maintenance agreement were executed. The master agreement clearly states that the demised premises is leased out on terms and conditions contained in that agreement and other definitive agreements to be executed between the parties. For convenience and accountability the other agreements were executed and it was clearly provided in the master agreement that:

"E. For the aforesaid purposes, the Parties have hereby agreed to execute the following definitive documents for the sake of convenience and accountability of the Parities:

(i) this Agreement;

(ii) Lease Deed (which shall contain inter-alia terms and conditions of the lease);

(iii) Equipment Usage Agreement (which shall contain terms and conditions for equipment usage);

(iv) Signage Agreement (which shall contain terms and conditions for signage);

(v) Vehicle Parking Agreement (which shall contain terms and conditions for use of vehicle parking spaces) (hereinafter collectively referred to as the "Definitive Agreements"). For the avoidance of doubt it is hereby agreed