The entitlement to claimed amount was contingent upon fulfilling obligations under the agreement, and the court emphasized the importance of adhering to the terms of the contract and trade usages applicable to the transaction.

1. The challenge in this petition under Section 34 of the Arbitration and Conciliation Act, 1996 (‘Act’) is to an Award dated 23rd April, 2015 passed by the sole Arbitrator in the disputes between the parties arising out of a contract dated 4th September, 2011.

2. The background facts are that on 4th September, 2011, an agreement was entered into between Respondent Nos. 1 and 2 i.e., Rocks Buildcon Pvt. Ltd. and Bulging Infratech Pvt. Ltd., respectively, on one hand and the Petitioner on the other in terms of which the Respondents agreed to pay to the Petitioner a total sum of Rs. 11.55 crores “subject to deduction of applicable taxes exclusive of service tax as applicable which will be in addition thereto towards commission and brokerage for providing assistance in completion of a transaction which includes the brokerage.” The transaction contemplated takeover of the company having a plot of land in Goa by the purchaser or their nominee.

3. The recitals to the agreement acknowledged that the Petitioner had been “instrumental in letting the first party introduced with a company which has a land in Goa” and further that the Petitioner had “made lot of efforts in providing assistance to the First Party in identifying the following companies, who have a plot of land in Goa.” The recitals further stated that the aforementioned sum of Rs. 11.55 crores will be paid towards commission and brokerage for providing the assistance in “completion of the transaction i.e. either taking over of the “Company” by the purchaser or their nominees” or “sale of the aforesaid plot of land from the Owners/Seller in favour of the Purchaser.” The recitals further acknowledged that by letters dated 17th June, 2011 and 28th July, 2011, the Respondents had “acknowledged and confirmed the efforts made by the Second Party and has made the on-account part payment of a sum of Rs. 50,00,000 vide demand draft...”

4. There were two contingencies spelt out in Clause 2 of the agreement in regard to the sum of Rs. 50 lakhs paid on account to the Petitioner. The first was in case the transaction was not completed due to reasons attributable to the Respondents, in which case the Petitioner had a right to forfeit the sum of Rs. 50 lakhs. In the vice versa situation i.e., if the transaction was not completed on account of reasons attributable to the Petitioner, then he would have to refund to the Respondents a sum of Rs. 50,00,000/- within seven days of such request.

5. Clause 3 provided that any dispute or difference between the parties regarding the agreement would be resolved by arbitration. The jurisdiction for all purposes was agreed to be Delhi and the agreement was in supersession of all earlier agreements.

6. It is not in dispute that the Respondents managed to get the transaction completed as a sale deed was executed in their favour by the Seller in respect of a land in Goa. However, how that was arrived at is the bone of contention between the parties. According to the Petitioner, through his personal efforts he identified and introduced to the Respondents a group of companies which had land as one of their assets. The Petitioner also claims to have assisted the Respondents in getting the due diligence of the seller companies and their assets. After the Respondents were fully satisfied, the agreement between the parties i.e., the Petitioner on the one hand and the Respondents on the other was executed. After accounting for the Rs. 50 lakhs already paid, a claim was laid to a further sum of Rs. 11.05 crores that was payable by the Respondents to the Petitioner.

7. The transaction that was completed was the acquisition of the entire share capital of M/s. W. Investring (India) Pvt. Ltd. (“WIIPL”) on 15th February, 2012 and the consequent execution of the sale deed dated 26th April, 2012. A further factor pointed out is that the Respondents had deducted tax at source to the account of the Petitioner and deposited the tax (relating to a sum of Rs. 7 crores with