An investment manager recognized by law can maintain legal proceedings on behalf of a fund scheme despite challenges to the fund's legal entity status.

JUDGMENT

Anup Jairam Bhambhani, J. By way of the present petition being O.M.P.(I)(COMM.) No.157/2022 filed under section 9 of the Arbitration & Conciliation Act 1996 (`A&C Act' for short), the petitioner Welspun One Logistics Parks Fund I, has sought urgent interim measures of protection inter-alia by way of a direction to stay the operation and effect of termination letter dated 14.04.2022 issued by the respondent terminating Non-Binding Term Sheet dated 26.11.2021 (`Term Sheet') signed between the parties alongwith other ancillary and consequential reliefs.

2. By way of another petition, bearing Arb. P. No. 792/2022, filed under section 11(6) of the A&C Act, the same petitioner has prayed for appointment of a sole arbitrator to adjudicate upon the disputes that are stated to have arisen with the respondent, in terms of clause 12 of the Term Sheet.

3. Briefly stated, the transaction between the parties as contained in the Term Sheet comprised the intended sale of certain parcels of land for a certain consideration; and upon the terms and conditions as contained in the Term Sheet by 11 parties, who are respondents herein - comprising individuals, LLPs, a private limited company and a limited company - to the petitioner.

4. The details of the transaction are not relevant for purposes of the present decision, since what is being decided hereby is only a preliminary objection raised by the respondents, namely that the petitioner is not a `legal entity' and is therefore not competent to file or maintain the present petition at all.

5. It may be noted that the Term Sheet contained clause 12, relating to governing law and jurisdiction, which stipulates that the transaction contemplated in it shall be governed by Indian law; and further, that all disputes arising from and/or due to the Term Sheet shall be resolved by arbitration in accordance with the A&C Act by a sole arbitrator with the `seat' and `venue' of arbitration being at Delhi.

6. Notice on the petition was issued on 25.05.2022; whereupon the respondents filed their reply dated 22.06.2022. Rejoinder to the reply was filed on 01.07.2022.

7. Based on a preliminary objection taken in the reply, Mr. Neeraj Malhotra, learned senior counsel appearing for one of the respondents has submitted that `Welspun One Logistics Parks Fund I' is not a `legal entity' but is merely a nomenclature given to a `scheme' floated by a `fund'; and cannot therefore maintain any legal proceedings.

8. Pursuant to such objection, the petitioner was directed to place on record documents to evidence the petitioner's legal status; whereupon the petitioner has placed on record an Indenture of Trust dated 14.09.2020 (`Trust Deed' for short) relating to an entity called `Welspun One Warehousing Opportunities Fund'; a Certificate of Registration dated 17.11.2020 relating to `Welspun One Warehousing Opportunities Fund'; alongwith an Investment Management Agreement dated 27.11.2020 (`Investment Management Agreement' for short) between one Catalyst Trusteeship Limited (described in the Trust Deed as `Trustee')and Welspun One Logistics Parks Private Limited (described in the Trust Deed and the Investment Management Agreement as `Settlor' and `Investment Manager' respectively). The Trust Deed creates a registered trust in connection with the affairs of Welspun One Warehousing Opportunities Fund.

9. As recorded in order dated 04.07.2022, to maintain confidentiality of financial and other commercial