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2022 Supreme(Del) 501
IN THE HIGH COURT OF DELHI AT NEW DELHI
Anup Jairam Bhambhani, J.
Epsilon Eduventures Private Limited – Petitioner
Vs.
Nikhil Goel – Respondent
Arb. Pet. No. 936 of 2021, I.A. No. 4598 of 2022
Decided On : 05-05-2022
Advocate Appeared:
For the Petitioners: Mr. Gautam Swarup, Mr. Kartikeya Jaiswal, Ms. Gunjan Jindal, Mr. Rishab Kanojia.
For the Respondent: Mr. Ankit Virmani.
The main legal point established in the judgment is that disputes arising from a settlement-cum-waiver agreement, including the interpretation of the agreement and the representation of the respondent as a co-founder of the software, are amenable to arbitration under the wide-ranging arbitration agreement contained in the agreement.
Headnote:
Arbitration & Conciliation Act - Appointment of Sole Arbitrator - 11(6) - 3, 5 - The court allowed the petition and appointed a sole arbitrator to adjudicate the disputes between the petitioner and the respondent. The disputes arose from a settlement-cum-waiver agreement, and the court found that the disputes fell within the scope and ambit of the arbitration agreement contained in clause 5 of the agreement. The court emphasized that the question of whether the respondent was permitted to represent himself as co-founder of the software was a question of interpretation of the settlement-cum-waiver agreement, which was within the remit of the arbitrator. The court also highlighted that the disputes were not non-arbitrable and were governed by the settlement-cum-waiver agreement, making them amenable to arbitration under the wide-ranging clause 5.
Fact of the Case:
The petitioner sought appointment of a sole arbitrator under section 11(6) of the Arbitration & Conciliation Act, 1996, to adjudicate disputes arising from a settlement-cum-waiver agreement with the respondent, who was previously employed with the petitioner and claimed to be a co-founder of the software developed during his tenure.
Finding of the Court:
The court allowed the petition and appointed a sole arbitrator, finding that the disputes fell within the scope of the arbitration agreement in the settlement-cum-waiver agreement and were amenable to arbitration. The court emphasized that the interpretation of the agreement and the disputes arising from the respondent's representation as a co-founder of the software were within the remit of the arbitrator.
Issues: The issues revolved around the interpretation of the settlement-cum-waiver agreement, the respondent's representation as a co-founder of the software, and the amenable nature of the disputes to arbitration under the agreement.
Ratio Decidendi: The court held that the disputes were governed by the settlement-cum-waiver agreement and fell within the scope of the arbitration agreement contained in clause 5, making them amenable to arbitration. The court emphasized that the interpretation of the agreement and the disputes arising from the respondent's representation as a co-founder of the software were within the remit of the arbitrator.
Final Decision: The court allowed the petition, appointed a sole arbitrator, and directed the petitioner to approach the proposed sole arbitrator within 01 week to seek disclosures and file the same before the court for further consideration.
JUDGMENT :
Anup Jairam Bhambhani J.
Brief Background
1. By way of the present petition filed under section 11(6) of the Arbitration & Conciliation Act, 1996 (‘A&C Act’), the petitioner seeks appointment of a sole arbitrator to adjudicate the disputes that are stated to have arisen with the respondent.
2. The petitioner is a company engaged in providing virtual educational services to schools and other similar institutions. The respondent was previously employed with the petitioner and held the position of Chief Operations Officer.
3. The disputes between the petitioner and the respondent are stated to have arisen from a settlement-cum-waiver agreement dated 11.09.2019, (the ‘agreement’) whereby, accordingly to the petitioner, the respondent was entitled to represent himself as co-founder and Chief Operations Officer of the petitioner i.e. the company M/s. Epsilon Eduventures Pvt. Ltd. and not as co-founder of ‘Classplus’, which the petitioner contends, is a product developed by the petitioner during the respondents tenure as its employee.
Petitioner’s Arguments
4. In support of the petitioner’s contention that the settlement-cum-waiver agreement with the respondent prohibits him from representing himself as co-founder of ‘Class-plus’ software (the ‘software’), Mr. Gautam Swarup, learned counsel appearing for the petitioner has drawn the attention of this court to the following provisions contained in the agreement:
“3. Settlement and Waiver of claims and disputes.
The Party here
“1. Gainful Employment with the Company. The Party and the Company agree that the Party has provided valuable service to the Company during the period from January 27, 2016 to March 31, 2018, and that the Company agrees to allow the Party to represent itself as the Co-Founder and Chief Operations Officer of the Company, and that his services were valuable to the growth and development of the Company during the course of his employment. The Company agrees that it shall not object to the use of the aforementioned designation/capacity by the Party.
* * * * *
by acknowledges and agrees, that for valuable consideration provided to it as described herein :
a. The Party waives any claims it may have against the Company, its Directors and Promoters, including in relation to present claims, arising either out of its employment or in its capacity as a shareholder of the Company, and waives its claims under any disputes against the Company by any party, including any present or future shareholder or employee of the Company.
b. The Party unequivocally and unconditionally agrees that it has no claims and disputes on its behalf against the Company, its Promoters, Directors and shareholders in lieu of valuable consideration not restricted to the pay and emoluments during their service to the Company, the payment of consideration of Rs. 10,77,240 (Rupees Ten lakhs, Seventy Seven Thousand, Two Hundred and Forty Only), towards the first tranche consideration, by the Purchaser to the Party under the Share Purchase Agreement dated September 07, 2019 ("SPA"), and as also mutual considerations under this Agreement.
c. The Company also hereby waives any claims it may have against the Party that may have arisen either outof or in relation to such Party's employment or in its capacity as a shareholder of the Company, and the Company hereby unequivocally and unconditionally agrees that no claims/disputes exist in this regard against the Party.
d. The settlement and waiver of claims by the Party under this Clause 3 also extends, parimateria, to waiver of claims against related parties and group companies of the Company, including specifically M/s Bunch Microtechnologies Private Limited, and its Promoters and Directors, as the case may be.” (bold in original; under-scoring supplied)
5. It is the petitioner’s contention that, in his ‘LinkedIn’ profile, the respondent has posted the following
