The court determined that a claim for specific performance based on prior correspondences does not engage the arbitration agreement due to the prior lease's expiry.

JUDGMENT :

ANIRUDDHA ROY, J.

1. This is an application under Section 8 of the Arbitration and Conciliation Act, 1996 (for short “Arbitration Act”) filed by the defendant/landlord in the instant suit filed by the plaintiff/lessee.

2. Inescapable facts are only stated. The premises was originally owned by Williamson Magor. The premises was then transferred in favour of HDFC Limited. In or about March 20, 2023 by virtue of amalgamation/merger, HDFC Limited had merged with the defendant and since then, the defendant is the successor in interest of the HDFC Limited and holds right, title and interest over and in respect of the premises.

3. The parent lease deed dated September 24, 2014 (for short “the parent lease”) was executed by Williamson Magor in favour of the plaintiff for a tenure of nine years. Admittedly, the lease has expired on March 31, 2023. Even though the lease has expired, the plaintiff contends that the defendant has allowed the plaintiff to stay and carry on its business and rent paid by the plaintiff so long has been accepted by the defendant. The plaintiff is still in an uninterrupted and continuous possession at the premises. The defendant then served a notice for eviction dated September 5, 2023, inter alia, contending that in view of the operation of the Banking Regulation Act, the premises was required to be taken possession by the defendant and accordingly, the plaintiff was asked to vacate the premises.

4. The plaint case shows even prior to expiry of the parent lease, correspondences were exchanged by and between the parties, inter alia, dated May 12, 2022, May 19, 2022 and May 26, 2022 at pages 54 to 56 of the application, whereunder the parties have arrived at a concluded contract for execution of renewal of the lease and/or further lease. The plaint case is that on the basis of the said correspondences, the plaintiff claims specific performance of a contract arrived at by and between the parties and therefore, claims a decree for specific performance of contract for execution of a lease in relation to the said premises with effect from April 1, 2023.

5. The reliefs from the plaint are quoted below:-

“The plaintiff claims:

a) Decree of specific performance of the said contract for execution of a lease in relation to the said premises for a period of 10 years with effect from 1st April, 2023 as contained, inter alia, in the exchange of correspondence dated 12th May, 2022, 19th May, 2022 and 26th May, 2022 being Annexures ‘C’, ‘D’ and ‘E’ hereto;

b) Mandatory injunction directing the defendant to forthwith execute and register a renewal deed of lease in relation to the said premises for a further period of 10 years with effect from 1st April, 2023 on similar terms and conditions as that of the said deed within such period as this period as this Hon’ble Court may deed fit and proper;

c) Perpetual injunction restraining the defendant from interfering with and/or disturbing the possession of the plaintiff in any manner whatsoever subsequent to 31st March, 2024 and from giving any effect and/or further effect to the letters of the defendant dated 5th September, 2023 and 17th November, 2023 in any matter whatsoever;

d) Attachment;

e) Receiver;

f) Costs;

g) Further and other reliefs.”

SUBMISSIONS:

6. Mr. Sayantan Bose, learned Advocate appearing for the defendant/applicant, at the threshold, refers the statements made in the plaint, inter alia, from paragraphs 4, 7, 8, 10, 11, 12, 13, 14 and 15 and then he refers to the prayers from the plaint and submits that on a plain reading of the plaint, it would be evident that on the basis of the said three correspondences, the plaintiff claims renewal of the parent lease.

7. He