JUDGMENT :

1. The petitioner has filed the present application under Section 11 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as “the 1996 Act”) for reference of a dispute which has arisen between the parties in connection with a Memorandum of Understanding (in brief, the “MOU”) and connected Joint Venture Agreement (for short, “JVA”), both dated February 3, 2014.

2. As per Clause 16 of the MOU, both parties shall make efforts to settle the disputes or differences amicably if any. If disputes are not resolved through amicable settlement, the same shall be referred to the sole arbitrator mutually selected by both the parties. The decision of the arbitrator shall be final and binding on both the parties. Arbitration proceeding shall be conducted in accordance with the 1996 Act (the year wrongly mentioned in the agreement as “1998”) and the venues of arbitration shall be in Kolkata.

3. There is no contention in principle that disputes, which are otherwise arbitrable, have arisen between the parties within the purview of the arbitration clause. However, the respondents contend that the arbitration clause in the JVA dated February 3, 2014 is no longer existent in view of Clause 10.1 of a subsequent agreement dated November 29, 2018 entered into between the parties on the self-same joint venture. The said clause reads as follows:

“10.1 The Agreement represents the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior discussions, understandings and agreements between the Parties with respect thereto any and all agreements, representations, and contracts made or dated prior hereto (whether written or oral) concerning the subject matter hereof.”

4. Learned counsel for the respondents places reliance on Section 62 of the Indian Contract Act, 1872 which provides that if the parties to a contract agree to substitute a new contract for it, or to rescind or alter it, the original contract need not be performed.

5. In the present case, it is argued, the subsequent agreement dated November 29, 2018 specifically supersedes all previous agreements, discussions, understandings, etc. including the first JVA dated February 2, 2014. Hence, the arbitration clause in the JVA cannot be enforced.

6. Learned counsel appearing for the petitioner argues that the alteration to the JVA does not amount to novation of the same.

7. Moreover, it is contended that the agreement dated November 29, 2018 has to be read as being intrinsically interlinked with the JVA. A still-subsequent document, captioned as “Amendment To Joint Venture Agreement (For Joint and Several Liability of Joint Venture Partner)” is relied on by the petitioner to argue that even in the same, which was executed between the parties subsequent to the November 29, 2018 agreement, the JVA and the connected Joint Venture Declaration have been relied on. This indicates that all the three documents referred to above as Joint Venture agreements or amendment thereto, are part and parcel of the same joint venture. Hence, the arbitration clause in the initial MOU covers disputes arising out of all.

8. Learned counsel for the petitioner cites Choloro Controls India Private Limited Vs. Severn Trent Water Purification Inc. and Others [ (2013) 1 SCC 641 ] and Ameet Lalchand Shah and Others Vs. Rishabh Enterprises and Another [ (2018) 15 SCC 678 ] in support of the proposition that where various agreements constitute a composite transaction, the court can refer the disputes to arbitration existing between the signatory or non-signatory parties if all ancillary agreements between the parties are relatable to a principal agreement and performance of one agreement is so intrinsically interlinked with the others that they are incapable of being performed without performance of the others or severed from the rest.

9. Citing such proposition, it is argued that the parties here are on a still better footing, since the present parties were