1. The petitioner before us is, as Mr. Chetan Sharma, learned Senior Counsel appearing for the petitioner, felicitously put it, a “purveyor of niche cars”, the “niche cars” in question being manufactured by Bayerische Motoren Werke – translated, into English, as “Bavarian Motor Works”, and popularly known, to the layman as “BMW” – a Munich-based automobile-manufacturing company, or was, till the 31st of December 2017, when its “purveyor ship” was brought to an end, by the respondent, by the simple act of refusing to renew its contract with the petitioner. Incensed, the petitioner has moved this court, purportedly under Section 9 of the Arbitration & Conciliation Act, 1996 (hereinafter referred to as “the 1996 Act”).

2. This matter was mentioned on 29th December 2017, and allowed for listing for the same date. In view of the volume of material involved, I had re-listed the matter for the next day, i.e. 30th December 2017, on which date I put it, to learned senior counsel for the petitioner, that the case could be re-listed before the regular roster bench after vacation on 2nd January 2018. Both counsel, however, submitted that, as the petitioner‘s dealership was coming to an end on 31st December 2017, the matter brooked no delay. With consent of learned counsel, therefore, I heard the matter at length, and proceeded to decide the same.

3. It is made clear, however, that the observations and findings in this judgment – which has, in dealing with the detailed submissions advanced by both sides before me, become prolix – are limited to the application, of the petitioner, under Section 9 of the 1996 Act, and are intended only towards decision thereon. They shall not, therefore, prejudice either party in any proceedings that may arise, between them, at any later point of time.

4. The facts are easily stated. In or around May 2008, the respondent – which is a wholly owned subsidiary of BMW, Germany – entered into an agreement with the petitioner, whereby the petitioner was granted dealership, to sell BMW cars in the State of Gujarat. The said dealership was renewed vide agreement dated 05th January 2009. Clause 1.1.1 thereof appointed the petitioner as a non-exclusive dealer, of BMW cars, in the state of Gujarat. Clause 11.1 read with the 7th Schedule to the agreement, stipulated that the agreement would be deemed to have commenced on 1st January 2009, and would continue for a period of one calendar year, at the end of which it would automatically expire, unless terminated or cancelled earlier. The clause also empowered the respondent to, “in its sole and unfettered discretion and without any obligation or expectation to do so”, renew the agreement for one calendar year, by entering into a renewal agreement. Such renewal agreement, however, it was stipulated, had to be entered into not less than one month prior to the date of expiry of the agreement, i.e. not later than 1st December, 2009. Clause 13.4 was an arbitration clause, providing for reference to arbitration in the case of disputes arising between the appellant and respondent.

5. Though Clause 11.1 of the aforementioned agreement dated 5th January 2009 was clear, categorical and unequivocal, para 7 of the present petition pleads thus:

“That the duration of the dealership agreement was for a period of one year with the right to renew on the part of the Respondent. That the duration in spite of being for one year only in writing, the understanding of the parties, was that each year the renewal would take place (unless some major default/breach which was not capable of been remedied had taken place),because considering the amount of time, money, energy that is spent in setting up the infrastructure, training the manpower, bringing in the machineries/tools etc, specific to the sale and service of BMW cars, as per the strict requirements of the Respondent, it is not commercially feasible for any person to simply execute this dealership agreement only for the duration of one y