Disputes arising from leasing agreements with arbitration clauses must be resolved through arbitration as specified in the agreement, regardless of inconsistencies in prior agreements without such clauses.

JUDGMENT

Mukta Gupta, J. By this petition under Section 11(6) of the Arbitration and Conciliation Act, 1996 (in short, the Act), the petitioner seeks appointment of a Sole Arbitrator in terms of Clause 17 of the Lease Agreement dated 14th August 2018 and the MoU dated 21st July 2016, in respect of the disputes which arise between the parties.

2. According to the petitioner, it is a premier cinema exhibition company and runs 845 cinema screens. In the course of its business, the petitioner enters into arrangements with the owners/licensors of such cinema plots/malls to run cinemas. According to the petitioner, the respondent was constructing a retail cum shopping complex/mall and entertainment centre i.e. `Spaze 92 Mall' at Sector 92, Dwarka Expresseway, Gurgaon and thus, the petitioner and the respondent entered into an agreement to lease dated 14th August 2018 being the underlying agreement between the parties wherein the parties inter alia agreed on a mechanism and pre-conditions for handover of the premises. It was further agreed that the parties would maintain confidentiality of the terms and information contained in the agreement. Prior to the agreement to lease, a MoU dated 21st July 2016 and an addendum to the MoU dated 28th December 2017 were entered into between the parties. Clauses 17 and 18 of the agreement to lease read as under:-

"17 ARBITRATION:

17.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement/Lease Deed, including any questions regarding its existence, validity, construction and/or interpretation or termination (hereinafter referred to as the "Dispute") will be resolved through joint discussions between the concerned Parties. Any Dispute not resolved through joint discussions, within 30 (Thirty) days of its having arisen shall be referred to be resolved to a sole arbitrator appointed mutually in accordance with the Indian Arbitration and Conciliation Act 1996 including any amendment therein and the rules prescribed thereunder (the "Act"). This Agreement/Lease Deed and the rights and obligations of the Parties hereunder shall retain in full force and effect pending the award in such arbitration proceedings, which award shall determine whether and when termination of this Agreement/ Lease Deed, if relevant, shall become effective. The award of the arbitrator shall be final and binding upon the Parties.

17.2 The seat of the arbitration shall be at New Delhi, India and the language of the arbitration shall be English.

18 GOVERNING LAW & JURISDICTION:

This Agreement/ Lease Deed shall be governed by, and construed in accordance with, the laws of India as in effect from time to time.

The courts at Gurgaon shall have jurisdiction to entertain any dispute arising out of or in connection with this Agreement/Lease Deed".

3. According to the petitioner, despite negotiations in several meetings and correspondence between the parties, the premises was not ready for handover in terms of the agreement to lease. Further, the respondent also breached the confidentiality of the agreement to lease by leveraging the petitioner's brand and goodwill, to invite investors and tenants, without any written permission of the petitioner. In view of the disputes arising between the parties, the petitioner issued a termination notice dated 21st May 2021 to the respondent terminating the agreement to lease dated 14th August 2018 and subsequently, issued notice invoking arbitration dated 19th July 2021.

4. In response to the notice invoking arbitration, the respondent vide its reply dated 23rd July 202