The determination of the Lease Agreement's nature and the establishment of a prima facie case for restraining the respondent from acting on the Termination Notice were central legal points in the judgment.

JUDGMENT

1. A petition under Section 9 of the Arbitration & Conciliation Act, 1996 (hereinafter referred to as "the Act") has been filed by the petitioner for adinterim injunction to restrain the respondent from acting upon the Termination Notice dated 27th September, 2022 and to desist from making any direct communication with the petitioner's sub-tenants.

2. It is stated that the Lease Deed dated 28th September, 2017 read along with the addendum dated 07th December 2017 was executed between the petitioner and the respondent in respect of ground, first, second, third and fourth floor of commercial property bearing Industrial Plot No.445, Phase-V, Udyog Vihar, Gurugram, Haryana (hereinafter referred to as "the leased premises"). The Lease Deed dated 28th September 2017 was followed by an Addendum dated 07th December 2017 for extending the rent commencement date and enhancing the amount of Refundable Security Deposit by INR 2.5 Crores deposited with the Lessor. Clause 4 of the Lease Deed provided for the lock-in period of three years from 15th November, 2017 subject to lessor complying with the conditions as specified in Schedule I of the Lease. Clause 7 provided for rental and escalation. Clause 8 provided for payment and interest. Clause 12 dealt with the termination and Clause 14 with Force Majeure.

3. It is submitted that the petitioner duly paid all monthly rentals by way of post dated cheques till November, 2022. However, in April, 2020 due to COVID-19 Pandemic, the real estate industry across the world stood adversely impacted. This adverse impact was further worsened when more and more Companies started adopting alternate working strategies such as Work from Home. Pursuant to this unfortunate development, many of the petitioner's sub-tenants in the suit premises failed to duly make payment to the petitioner invoking their Force Majeure clauses and started vacating the tenanted premises.

4. Subsequently, in view of COVID-19, the petitioner also invoked Force Majeure under Clause 14, but despite being eligible for 100% exemption, the parties mutually came to an understanding and petitioner started making payment of part rentals while the Force Majeure continued. It is asserted that respondent's representative by way of email dated 17th April, 2020 acknowledge the waiver request of the respondent and suggested to receive payments of proportionate rentals in accordance with the rental amounts received by the petitioner from its sub-tenants. The same was subject to the petitioner sharing a detailed structure of inflow of payment received by it from its sub-tenants. In order to ensure complete transparency the petitioner shared the details of the inflow of rental received from the subtenants, but since the petitioner itself was at the stage of negotiation with the sub tenants, the same could not be done immediately. This was informed by the petitioner to the respondent vide email dated 18th April, 2020 that he was still assessing the situation and was in the process of settlement with the subtenants. Despite this uncertainty the petitioner vide its email dated 25th June, 2020 assured to the respondent to honour the deal of proportionate rent as and when received from its sub-tenants.

5. The petitioner has claimed that in view of invocation of Clause 14 i.e. Force Majeure Clause, the petitioner is not obligated to make payment as per proportionate rent to the respondent. The Agreement between petitioner and respondent was completely independent of the relationship between the petitioner and the sub-tenants. It is claimed that the respondent was always kept in loop and intimated about the further worsening in this situation due to the Pandemic and the sub-tenants backing out of their commitments for releasing the rent amount. The petitioner informed that it could receive only 30% to 40% of the rentals for the month of April 2020 and reckoned further decline in the rent amount for months of May and June, 2020. It is further